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INOVIQ LTD — AGM Information 2020
Nov 25, 2020
65112_rns_2020-11-25_b78685e6-aca1-449f-b4a3-92ec33f4dcec.pdf
AGM Information
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BARD1 Annual General Meeting November 2020
Building a leading diagnostics company
Annual General Meeting
Agenda
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[Business of Meeting:]
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[Chairman’s Opening]
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[Introductions]
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[Resolutions]
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•[Questions ]
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[Close]
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[CEO Presentation]
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[Questions]
Annual General Meeting November 2020 Page 2
Annual General Meeting Item of Business
‐ Item 1 To table and consider the Annual Report of the Company for the financial year ended 30 June 2020, including the financial report, the declaration of the directors, the Directors’ Report, the Remuneration Report, and the Auditor’s Report.
Annual General Meeting November 2020
Page 3
Annual General Meeting Items of Business - Resolutions
Item 2, resolution 1, is the Adoption of the Remuneration Report: That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the Company and its controlled entities for the year ended 30 June 2020 is approved and adopted on the terms and conditions set out in the Explanatory Statement. Note: The vote on this Resolution is advisory only.
Annual General Meeting November 2020
Page 4
Annual General Meeting Items of Business - Resolutions
Item 3, resolution 2, Election of Professor Allan Cripps as Director: That, pursuant to and in accordance with Listing Rule 14.4 and articles 6.2(b) and 6.3(j) of the Constitution and for all other purposes, Professor Allan Cripps, Director, who was appointed on 23 January 2020, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Statement. Note: This Resolution is an ordinary resolution requiring 50% or greater of the votes cast to pass.
Annual General Meeting November 2020
Page 5
Annual General Meeting Items of Business - Resolutions
Item 4, resolution 3, Election of Dr Geoffrey Cumming as Director: That, pursuant to and in accordance with Listing Rule 14.4 and articles 6.2(b) and 6.3(j) of the Constitution and for all other purposes, Dr Geoffrey Cumming, Director, who was appointed on 28 July 2020, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Statement. Note: This Resolution is an ordinary resolution requiring 50% or greater of the votes cast to pass.
Annual General Meeting November 2020
Page 6
Annual General Meeting Items of Business - Resolutions
Item 6, resolution 5, Is the approval of increased placement capacity: That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement. Note: This Resolution is a special resolution requiring 75% or greater of the votes cast to pass.
Annual General Meeting November 2020
Page 7
Annual General Meeting Items of Business - Resolutions
Item 7, resolution 6, is the approval of a Share Consolidation: That, in accordance with section 254H of the Corporations Act 2001 (Cth) (Act) and clause 2.4 of the Company's constitution, with immediate effect on Friday, 27 November 2020, all of the Shares in the Company (irrespective of class) are converted into the smaller number of Shares (in the same class) derived from each Shareholder of Shares in the Company at Friday, 27 November 2020 having the smaller number calculated by the following formula: The number of the Shareholder’s Shares prior to the share consolidation ÷ 30 Note: This Resolution is an ordinary resolution requiring 50% or greater of the votes cast to pass.
Annual General Meeting November 2020
Page 8
Contacts
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BARD1 Life Sciences Ltd
23 Normanby Road Notting Hill VIC 3168 Australia P +61 3 9548 7586 E [email protected] W www.bard1.com
Dr Geoff Cumming | Chairman E [email protected] M 0417 203 021
Tony Di Pietro | CFO & Company Secretary E [email protected] M 0410 765 631
Annual General Meeting November 2020
Page 9
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BARD1 CEO Presentation November 2020
Building a leading diagnostics company
2020 highlights
Corporate
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Completed Sienna acquisition delivering multiple technology platforms, deep pipeline & increased scale
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Expanded Board and management to drive our development,commercialisation and growth strategies
Commercial
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Strategic business review completed focusing on realising synergies, advancing R&D pipeline & increasing revenue
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Aggressive hTERT growth strategy initiated to driveincreased revenue and clinical adoption
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Gained new high-volume customer in USA
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New hTERT distributors appointed in Sweden, Greece, Israel and New Zealand
Research & Development
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Completed RUO BARD1 Kit optimisation in ovarian cancer samples on the Luminex[™] platform
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Secured exclusive SubB2M license from University of Adelaide
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Awarded BTB funding of$373k to develop SubB2M-based breast cancer monitoring test
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Advanced RUO EXO-NET product with expected launch 2Q CY21
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Granted multiple newpatents across 3 patent families
Financial
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Cash balance of $8.9m at 30 September 2020
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Cost-savings of up to $1.1m being realised from operational synergies & restructuring postmerger
BARD1 CEO Presentation November 2020
Page 11
BARD1’s pillars for commercial success
| 01 | 02 | 03 | 04 | 05 | 06 |
|---|---|---|---|---|---|
| Large market | Game- | Robust | Advancing | Growth | Experienced |
| opportunities | changing | pipeline | commerciali | focused | leadership |
| technologies | sation | ||||
| Focused on cancer |
Leveraging unique |
Multiple marketed and |
Commercialising products through |
Growth through pipeline |
Leadership team with successful |
| diagnostics with | technology | development- | multiple | development, | track record in |
| significant unmet | platforms to | stage products | regulatory | partnering, | healthcare and |
| clinical needs and | create | for a range of | pathways and | strategic | biotechnology |
| high commercial potential |
products that improve patients’ |
cancers and indications |
market channels | acquisitions and revenue growth |
to drive development, commercialisation |
| lives | and growth |
BARD1 CEO Presentation November 2020 Page 12
Cancer diagnostics market by cancer type[2,3,4]
01 Large global cancer diagnostics market
Lung Cancer US$3.6b
Bladder Cancer US$320m
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Global cancer burden of 43.8m people living with cancer, 18.1m new cases and 16.4m deaths in 2018[1]
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Global cancer diagnostics market expected to worth US$249.6b by 2026[2]
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BARD1 is targeting significant unmet needs in some of the world’s most common and deadliest cancers
Breast Cancer US$4.64b Prostate Cancer US$2.83b
Pancreatic Cancer US$2.3b
Ovarian Cancer US$1.2b
1 GLOBOCAN (IARC) 2018; 2 Grand View Research 2019; 3 Internal Company Research; 4 www.marketwatch.com
BARD1 CEO Presentation November 2020 Page 13
Early cancer diagnosis An unmet need
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Most current tests fail to accurately and reliably detect early-stage cancer, resulting in missed diagnosis, over-diagnosis and over-treatment
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Many cancers are detected at late-stage (III/IV) after symptoms have appeared, resulting in poor prognosis and increased public health burden
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Early-stage (stage I/II) detection improves treatment, patient health and survival outcomes
| 5-year survival | Average | Early | Late | |
|---|---|---|---|---|
| Bladder | 77% | 96% | 5.5% | |
| Breast | 90% | 99% | 28% | |
| Lung Ovarian |
20% 49% |
59% 93% |
6% 30% |
|
| Pancreatic | 10% | 39% | 3% | |
| Prostate | 98% | 100% | 30% |
5-Year Survival by Stage at Diagnosis
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1 SEER 18 2010-2016
BARD1 CEO Presentation November 2020 Page 14
02 Game-changing technology platforms
h N NET hTERT BARD1 SubB2M Antibody-based assay to Biomarker technology Unique pan-cancer probe Proprietary molecular detect hTERT, a component covering various BARD1 specific for a sugar found matrix that can be customof telomerase, in cells. tumour-associated only on cancers. Potential designed to capture and Telomerase is a biomarker markers, including nucleic for cancer treatment purify biomarkers, including proteins, nucleic acids,cells of uncontrolled cell growth acids, variant proteins and monitoring and recurrence and exosomes, in a rapid, found in 85% of human autoantibodies for early across a broad range of scalable and cost-effective cancers. epithelial cancers. cancer diagnosis. manner.
BARD1 CEO Presentation November 2020
Page 15
03
Strong pipeline across the cancer diagnostics continuum
Best-in-class products and pipeline
Prediction
Screening Diagnosis
Theranosis
Monitoring
In-market and development-stage products for multiple cancer indications
Before diagnosis
After diagnosis
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*RUO = Research Use Only; ELLBA = Enzyme Linked Lectin Binding Assay
BARD1 CEO Presentation November 2020 Page 16
h
hTERT Test Revenue generating product
hTERT test
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Immunocytochemistry (ICC) assay that detects hTERT
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Adjunct to urine cytology, assisting in the diagnosis of bladder cancer
Large US market
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Incidence 91,689 & prevalence 308,011 patients[1]
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1.7m urine cytology tests pa in 2017[2]
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3.4m patients pa evaluated for bladder cancer[3]
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308k patients require monitoring up to 4x per year = 1.2m patients pa[1]
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Up to 4.6m potential urine cytology tests pa for new cases and monitoring
Current status
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Distributors appointed in USA, Europe & Asia
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Generating revenue & reimbursable in USA
Market growth strategy
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Focus on high-volume users to drive revenue and adoption
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Establish hTERT in Key User / reference laboratories
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Finalise new product registrations & launch
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KOL & Key User engagement
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New White Papers, Publications & Conference Presentations
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1 GLOBOCAN (IARC) 2018; 2 Sienna estimate; 3 Pacific Edge Annual Report 2019
BARD1 CEO Presentation November 2020
Page 17
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BARD1 biomarker platform
Early cancer detection
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In the normal cell, BARD1 binds to BRCA1 to control cell growth
Cancer cells express variant BARD1 proteins that drive tumour formation and are correlated with cancer progression and poor prognosis
Cancer patient’s immune system produces autoantibodies (AAbs) to these variant BARD1 proteins in early stages before symptoms appear
Developing a test that can detect the presence of these cancerassociated AAbs, using short BARD1 fragments called peptides
BARD1 CEO Presentation November 2020
Page 18
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BARD1 autoantibody tests Early cancer detection
Potential to detect cancer early, save lives and reduce healthcare costs
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BARD1 AAb tests in development with preclinical results showing high accuracy for detection of ovarian, breast and lung cancers
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Lead BARD1-Ovarian cancer test developed on Luminex[TM ] platform, entering test optimisation phase followed by clinical testing for early detection of ovarian cancer in high-risk women, with targeted launch 1H CY2022
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| Product | Study n (cancer:normal) AUC Sensitivity Specificity |
|---|---|
| BARD1 Ovarian |
OC-CA125 (ave-risk) 400 (200:200) 0.95 88% 93% |
| OC-R001 (high-risk) 261 (127:134) 0.97 89% 97% |
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| BARD1 Breast |
BC-001a (ave-risk) 123 (61:64) 0.86 70% 88% |
| BC-001b (benign) 110 (61:49) 0.84 85% 76% |
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| BARD1 Lung |
LC-POC (ave-risk) 187 (94:93) 0.86 80% 77% |
AUC is the accuracy of the test; Sensitivity is the % of people with cancer that correctly test positive; Specificity is the % people without cancer that correctly test negative.
BARD1 CEO Presentation November 2020
Page 19
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SubB2M pan-cancer probe Potential game-changer
Many human cancers express glycans terminating in Neu5Gc and secrete them into the circulation. Neu5Gc is not present in cancer-free humans.
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Exclusive worldwide license to SubB2M from University of Adelaide
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SubB2M binds to highly specific cancer biomarker Neu5Gc
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POC results in BC & OC show SubB2M detects all stages of cancer with >95% sensitivity & 100% specificity
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Awarded competitive BTB funding from MTP Connect to develop SubB2M-based tests for monitoring & detection of BC
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• Collaboration with Griffith University to undertake assay development
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| Breast cancer Normal vs Stage I |
Optimal cut-off Sensitivity95.83%, Specificity100% |
ROC AUC 0.9583 |
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|---|---|---|---|
| Normal vs Stage II | Sensitivity100%, Specificity100% | 1.000 | |
| Normal vs Stage III | Sensitivity100%, Specificity100% | 1.000 | |
| Normal vs Stage IV | Sensitivity100%, Specificity100% | 1.000 |
POC = Proof of Concept; BC = Breast Cancer; OC = OvarianCancer;
BARD1 CEO Presentation November 2020
Page 20
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SubB2M-based liquid biopsy pipeline
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Developing first-in-class new SubB2M test (ELLBA) for monitoring treatment response in various cancers
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Developing SubB2M + cancer-specific biomarker recurrence
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tests (ELISA) for diagnosis and monitoring
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Potential to improve specificity of existing commercial tests and develop fast-to-market, next generation products
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Progressing evaluations & potential licensing opportunities with companies owning complementary diagnostic technologies (circulating tumor cells & PET imaging)
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A
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SubB2M coated onto wells
of a microtitier plate
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C
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Anti-cancer HRP labelled antibody binds to
antibody captured Neu5Gc-carrying biomolecule
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B
Serum SubB2M capturesNeu5Gc-carrying
sample biomolecules in serum
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D
Substrate HRP labelled SubB2M catalyses
Solution substrate colour change
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ELLBA = Enzyme Linked Ligand Binding Assay
BARD1 CEO Presentation November 2020 Page 21
N
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Molecular NET Biomarker capture platform Potential to revolutionise liquidbiopsy sample preparation
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Proprietary Molecular NETs matrices composed of specific ligands, linkers and spacers to capture target biomarkers
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Advanced capture technology based on affinity capture and size exclusion for rapid isolation of biomarkers for diagnostic and therapeutic applications
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Applicable to capture and analyse a wide range of biomarkers (cells, exosomes, proteins, viruses, lipids, carbohydrates & nucleic acids) from body fluids (blood, saliva & urine) in a rapid, specific and scalable manner
Diagram: a multi-layered Molecular Net matrix composed of antibody molecules, spacers and linkers coated on a magnetic bead. Inset: a scanning electron micrograph of a magnetic bead coated with EXO-NET
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Magnetic
Bead
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BARD1 CEO Presentation November 2020 Page 22
N
Molecular NET NETs pipeline
RUO EXO-NET
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Designed to capture and purify exosomes for research purposes
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Target launch in 2Q CY2021 for sale to academia, research institutions and biopharma
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Potential to embed NETs into the discovery, research and development phases for multiple exosome-based applications
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Generate new publications
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Research Applications market estimated at $120m by 2025
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PARTNERED EXO-NET
• EXO-NET combined with proprietary exosome biomarkers from partners • for co-development novel exosome-EXO-NET based diagnostics combined with
• In-license novel biomarkers for development proprietary exosome of exosome-based diagnostics biomarkers from • Out-license EXO-NET for use in the partners for cosample preparation process for development of partnered exosome-based diagnostics scalable, novel
• Out-license EXO-NET for use in the exosome-based manufacturing process for partnereddiagnostics exosome-based therapeutics
- Co-develop novel exosome-based companion diagnostics (CDx)
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CUSTOMISED NETs
• Develop and manufacture customised NETs for exosome diagnostics & therapeutics, or other liquid biopsies
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VivaZome Therapeutics : Collaboration to evaluate use of EXO-NET and customised NETs for manufacture of exosome-based therapeutics
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Early-stage evaluations: Multiple collaborations with undisclosed academic & industry partners to evaluate customised NET products
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Future licensing: Potential for license revenues from upfront fees, development milestones & royalties
1 BARD1 estimate
BARD1 CEO Presentation November 2020 Page 23
04 Commercialisation strategy
LDT Pathway
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Launch pipeline products as LDTs through a CLIA certified “High Complexity” Laboratory
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Fast-to-market pathway enabling early revenues
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Rapid access to “Real World”data
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Initial data to build
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reimbursement case
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Potential validation of clinical utility & adoption
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Data acceptable for future FDA application
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IVD Pathway
Initiate Pre-Submission meeting with FDA to determine IVDclinical trial requirements for FDA clearance or approval
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Deeper market access and clinical adoption
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Speed approvals in other geographical jurisdictions
Well established and accepted US pathway:
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Exact Sciences (NASDAQ: EXAS): Market Cap US$14.19 billion
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Myriad Genetics (NASDAQ: MYGN): Market Cap US$889.88 million
1 LDT = Laboratory Developed Test; 2 CLIA = Clinical Laboratory Improvement Amendment; 3 IVD = In Vitro Diagnostic
BARD1 CEO Presentation November 2020
Page 24
05
Growth focused
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Building a leading diagnostics company
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4 unique technology platforms with out-licensing opportunities
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In-market revenue generating product
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Deep diagnostic pipeline for breast, ovarian, prostate, lung & pancreatic cancers being advanced towards commercialisation
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Strategic acquisition of complementary technologies and products
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h
hTERT BARD1
N
SubB2M NET
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BARD1 CEO Presentation November 2020 Page 25
06
Biotechnology experienced management
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DR LEEARNE HINCH
Chief Executive Officer
Dr Leearne Hinch BSc BVMS MBA is an experienced biotechnology and life sciences industry professional. Strong track record in general management, strategy, fundraising, business development and commercialisation. Previous senior executive and consulting roles in ASX-listed biotechnology, multinational and private companies across diagnostics, devices, therapeutics and animal health.
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DR PETER FRENCHPhD Chief Scientific Officer
Dr Peter French BSc MSc PhD MBA is a leading biotechnology
executive and respected scientist with extensive CSO, CEO and director experience. Successful track record in commercialising medical innovations with over 40 years’ scientific expertise in cell and molecular biology and over 40 peer reviewed publications across oncology, immunology, microbiology and neuroscience. Previous leadership roles in academia and industry across diagnostics and therapeutics.
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CARL STUBBINGS
Chief Operations Officer
Carl Stubbings BAppSc (MedTech) has extensive international experience commercialising diagnostic products globally. Based in the USA for 13 years, he served as Senior Vice President for Panbio USA Ltd and Vice-President of Sales and Marketing for Focus Diagnostics, a subsidiary of Quest Diagnostics. Recently held consulting roles providing commercialisation advice to several Australian biotech companies.
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TONY DI PIETRO
Chief Financial Officer & Company Secretary
Tony Di Pietro BComm CA AGIA MAICD is a Chartered Accountant with significant corporate accounting experience, gained in Australia and the UK. He holds a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia and is a member of the Australian Institute of Company Directors. Previously held senior roles in ASX-listed biotechnology companies.
BARD1 CEO Presentation November 2020 Page 26
Snapshot
| **Financial Information ** | (24/11/20) | |
|---|---|---|
| Ticker | Ordinary Shares |
Market Capitalisation |
| ASX:BD1 | 2,394,530,384 | A$59.9m |
| Share Price A$0.025 |
52w H/L Range $0.046- $0.019 |
Cash Position (30/9/20) A$8.9m |
| Substantial Holders (24/11/20) | # Shares | % Holding | ||
|---|---|---|---|---|
| Merchant Funds Management PtyLtd | 318,137,725 | 13.29% | ||
| Mr JeffreyGerard Emmanuel | 196,820,347 | 8.22% | ||
| David Williams | 134,170,000 | 5.60% | ||
| Dr Irmgard Irminger-Finger | 123,600,000 | 5.16% | ||
| TOTAL: Top 20 Holders | 1,059,950,003 | 44.27% | ||
| Board | ||||
| Dr Geoff Cumming | Non-Executive Chairman | |||
| Max Johnston | Non-Executive Director | |||
| PhilipPowell | Non-Executive Director | |||
| Prof Allan Cripps | Non-Executive Director | |||
| Dr Irmgard Irminger-Finger | Executive Director & Founding Scientist |
BARD1 CEO Presentation November 2020 Page 27
Value inflection points
Gained new Secure hTERT Launch hTERT Secure high-volume registration and RUO internal hTERT laboratory first order in South EXO-NET study registration product results and first Korea order in China
BARD1Breast preclinical results
BARD1-Ovarian clinical results
4Q CY2020 1Q CY2021 BARD1-Ovarian Sienna acquisition independent completed validation results Awarded $372k BTB Grant
2Q CY2021 SubB2M ELLBA feasibility results
3Q CY2021 4Q CY2021 EXO-NET SubB2M ELISA collaboration test validation results results
BARD1 CEO Presentation November 2020 Page 28
Disclaimer
This presentation has been prepared by BARD1 Life Sciences Limited (“BARD1” or the “Company”) based on information available to it as at the date of this presentation. This presentation contains general and background information about the Company’s activities current as at the date of the presentation and should not be considered to be comprehensive or to comprise all the information that an investor should consider when making an investmenat decision and does not containall information about the Company’s assets and liabilities, financial position and performance, profits and losses, prospects, and the rights and liabilities attaching to the Company’s securities necessary to make an investment decision. The information in this presentation should be read in conjunction with The Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, available at www. asx.com.au. The information in this presentation is based on the Company’s own information and estimates and has not been independently verified. The Company is not responsible for providing updated information and assumes no responsibility to do so. Any investment inthe Company should be considered speculative and there is no guarantee that they will make a return on capital invested, that dividends would be paid, or that there will be an increase in the value of the investment in thefuture.
This presentation is not a prospectus, product disclosure document or other offering document under Australian law (and will not be lodged withASIC) or any other law. This presentation is for information purposes only and should not be considered as, an offer or an invitation to acquire securities in the Company or any other financial products and neither this document nor any of its contents will form the basis of any contract or commitment. This presentation must not be disclosed toany other party and does not carry any right of publication. Neither this presentation nor any of its contents may bereproduced or used for any other purpose without the prior written consent of the company.
This presentation is not financial product, investment advice or a recommendation to acquire the Company’s securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the
appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products. Cooling off rights do not apply to the acquisition of the Company’s securities. Each investor must make its own independent assessment of the Company before acquiring any securities in the Company.
Although reasonable care has been taken to ensure that the facts stated in this presentation are accurate and that the opinions expressed are fair and reasonable, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of BARD1 its officers, directors, employees and agents, nor any other person, accepts any responsibility and liability for the content of this presentation including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of or reliance on any of the information contained in this presentation or otherwise arising in connection with it. In particular, this presentation does not constitute, and shall not be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of the Company.
The information presented in this presentation is subject to change without notice and BARD1 does not have any responsibility or obligation to inform you of any matter arising or coming to their notice, after the date of this presentation, which may affect any matter referred to in this present.
The distribution of this presentation may be restricted by law and you should observe any such restrictions.
This presentation contains “forward-looking statements” and “forward-looking information”, including statements and forecasts relating to the Company. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “is expecting”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or
“believes”, or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved. Such information is based on assumptions and judgements of management regarding future events and results. The purpose of forward-looking information is to provide the audience with information about management’s expectations and plans. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information.
Forward-looking information and statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking statements and information are reasonable. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. The Company does not undertake to update any forward-looking information or statements, except in accordance with applicable laws.
Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward looking statements or other forecast. To the full extent permitted by law, BARD1 and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to information to reflect any change in any of the information contained in this presentation (including, but not limited to, any assumptions or expectations set out in the presentation).
BARD1 CEO Presentation November 2020
Page 29
Contacts
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BARD1 Life Sciences Ltd
23 Normanby Road Notting Hill VIC 3168 Australia
P +61 3 9548 7586 E [email protected] W www.bard1.com
Dr Leearne Hinch | CEO E [email protected] M 0400414416
Carl Stubbings | COO E [email protected] M 0423666374
BARD1 CEO Presentation November 2020 Page 30
Healthcare experienced board
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DR GEOFF CUMMING PhD
Non-Executive Chairman
Healthcare and biotechnology director with extensive diagnostics industry experience director. Previously Managing Director Roche Diagnostic Systems (Oceania), MD/CEO Biosceptre International Ltd and MD/CEO of Anteo Diagnostics Ltd. Currently NED Anteo Diagnostics Ltd.
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Prof ALLAN CRIPPS AO PhD
Non-Executive Director
Distinguished academic, clinical scientist and health services leader, having made significant contributions in immunology, diagnostics and health services. Previously Pro Vice Chancellor (Health) at Griffith University and is currently a research professor at Griffith University,leading the Mucosal Immunology ResearchGroup.
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MAX JOHNSTON
Non-Executive Director
Healthcare industry director and international business leader with extensive experience across medtech, pharmaceuticals, consumer healthcare and consumer goods. Previously President and CEO of Johnson & Johnson Pacific. Currently Chairman AusCann Group Holdings Ltd, NED of Medical Developments International Ltd, CannPal Ltd and ProLife Foods NZ.
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DR IRMGARD IRMINGER-FINGERPhD
Executive Director & Founding Scientist
Founder BARD1AG SA and co-inventor of BARD1 technology, European Woman Entrepreneur Award finalist 2014, and internationally recognised expert in tumour biology, BRCA1 and BARD1 genes with over 90 publications, multiple patents and international collaborations. Former Privat Docent at HUG/UNIGE & Adjunct Prof at UWA.
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PHILIP POWELL
Non-Executive Director
Healthcare industry director and chartered accountant with extensive investment banking experience specialising in capital raisings, IPOs, mergers and acquisitions and other transactions across pharma, food and agriculture. Previously at OAMPS Ltd and Arthur Andersen. Currently NED Medical Developments International Ltd and RMA Global Ltd.
BARD1 CEO Presentation November 2020
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Patent portfolio
Strong patent portfolio with 22 granted patents and 37 pending patents covering our technologies and products across key jurisdictions
| Patent Family BARD1 |
Title | Granted | Pending | Expiry | |
|---|---|---|---|---|---|
| PCT/FR01/02731 | Truncated BARD1 protein, and its diagnostic | JP, US | JP 2021 | ||
| (WO/2002/018536 | and therapeutic uses | US 2024 | |||
| ) | |||||
| PCT/IB2011/053635 (WO/2012/023112) |
BARD1 isoforms in lung and colorectal cancer and use thereof |
AU, CA, CN, EP, HK,IL,JP,US |
BR, SG, US (divisional) |
2031 | |
| PCT/IB2011/054194 | Kits for detecting breast or ovarian cancer in | EP, US | US (divisional) | 2031 | |
| (WO/2012/038932) PCT/EP2014/073834 (WO/2015/067666) EP14002398.7 |
a bodyfluid sample and use thereof Lung Cancer Diagnosis Non-coding RNA as diagnostic marker and treatment target |
IL US |
AU, CA, CN, EP, HK,JP,KR,SG, US US (continuation) |
2034 2035 |
|
| hTERT | |||||
| PCT/AU2015/050060 (WO2015/120523) |
Method of resolving inconclusive cytology to detect cancer |
EP, JP,US | AU, CN, IL, US | 2035 | |
| PCT/AU2016/050764 | Method of detecting cancer in | AU, CN, EP, IL, JP, | 2036 | ||
| (WO2017/027928) | morphologically normal cells | US | |||
| SIEN-NET | |||||
| PCT/US2010/058086 | Devices for detection of analytes | US, CN | IN, US | 2030 | |
| WO2011/066449 | (Molecular Nets Family1) | ||||
| PCT/US2013/049779 | Molecular Nets | EP | 2033 | ||
| (WO2014/011673) | (Molecular Nets Family2) | ||||
| PCT/US2014/029823 | Molecular nets on solid phases | AU, CN | CA, CN | 2034 | |
| (WO2014/153262) | (Molecular Nets Family 3) | ||||
| SubB2M | |||||
| PCT/AU2017/051230 | Subtilase cytotoxin B subunit mutant | AU, BR, CA, CN,EP, | 2037 | ||
| (WO 2018/085888) | IN, JP, KR, US |
BARD1 CEO Presentation November 2020
Page 32
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Chairman’s Running Sheet/Transcript
Annual General Meeting of BARD1 Life Sciences Limited
4.00pm, Thursday 26 November 2020
NOTE: BEFORE DECLARING THE MEETING OPEN – CHAIR TO CONFIRM WITH COMPANY SECRETARY THAT: 1. A QUORUM IS PRESENT, AND 2. THE AUDITOR IS ON THE LINE.
(First slide of the presentation to be landing page for shareholders)
Welcome
(Next slide - Second slide of AGM presentation to be shown)
Good afternoon ladies and gentlemen. My name is Geoff Cumming, and I am the Chairman of BARD1 Life Sciences Limited. It is my pleasure to welcome shareholders to the 2020 Annual General Meeting. We are pleased to be welcoming your online participation via the virtual meeting platform, Lumi, provided via our share registrar Computershare. Given the guidelines and restrictions issued by Australian state and federal governments in relation to the COVID-19 pandemic, the Company considers that it is appropriate this Meeting be held as a virtual meeting, consistent with the temporary modifications to the Corporations Act 2001 (Cth).
Quorum
The time is now 4.00 pm and as there is a quorum of members present, I formally declare the Meeting open.
Questions
Shareholders may submit questions at any time. To ask a question press on the speech bubble icon. This will open a new screen. At the bottom of that screen there is a section for you to type your question. Once you have finished typing please hit the arrow symbol to send.
While you can submit questions from now on. Questions regarding the company’s annual report, item 1 of the business of the meeting, will be addressed once item 1 has been put to meeting attendees. All other questions relating to the resolutions of the meeting will be addressed when all of the resolutions have been read out. Please note that your questions may be moderated or if we receive multiple questions on one topic, they will be amalgamated together.
Voting today will be conducted by way of a poll on all items of business. I will shortly open voting for all resolutions. At that time if you are eligible to vote at this
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meeting, a new polling icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote simply select one of the options. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You do however have the ability to change your vote, up until the time I declare voting closed.
I now declare voting open on all items of business. The polling icon will soon appear, please submit your votes at any time. I will give you a warning before I move to close voting.
Introductions
I would like to introduce my fellow Non-executive Directors:
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Mr Robert (Max) Johnston
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Mr Philip Powell
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Professor Allan Cripps
And Executive Director and Founding Scientist:
- Dr Irmgard Irminger-Finger
and the Senior Management Team:
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Chief Executive Officer – Dr Leearne Hinch;
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Chief Scientific Officer – Dr Peter French;
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Chief Operating Officer – Mr Carl Stubbings; and
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CFO & Company Secretary - Mr Tony Di Pietro.
A representative of the company’s auditors, Ernst & Young, partner – Mr Michael Hoang, has also joined us and will be available to take questions regarding the first formal item of business, the 2020 Financial Report.
Following the formal business of the meeting we will hear from CEO - Dr Leearne Hinch .
Formal Business:
We will now proceed to the formal business of the meeting.
At the conclusion of the formal proceedings, representatives from Computershare will collate the results of the votes cast directly at this virtual meeting with the proxy
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votes received to determine the outcome of the resolutions. The results of the resolutions will be notified via the ASX platform.
Proxy Votes
Shareholders should be aware that the Company has received proxies, representing approximately 925 million shares, for the resolutions. Undirected proxies appointing myself will be cast in favour of all resolutions.
The Notice of Meeting was mailed to all registered members on the 27th of October. I will take the Meeting Notices, including explanatory notes, the Financial Report, the Directors’ Report and Auditor’s Report as read.
Resolution 4, regarding the Election of Helen Fisher as Director has been withdrawn, Helen’s resignation from the Board of BARD1 was announced via the ASX platform yesterday.
(Next slide - Third slide of AGM presentation to be shown)
Business of the Meeting
Item 1 ‐ To table and consider the Annual Report of the Company for the financial year ended 30 June 2020, including the financial report, the declaration of the directors, the Directors’ Report, the Remuneration Report, and the Auditor’s Report.
This item of business does not require a resolution to be put to the meeting. I will now open this item for discussion.
Would anyone like to address any questions to the Company or to Mr Michael Hoang of Ernst & Young, the Company’s Auditor?
(Take questions.)
If there are no questions / further questions of the auditor, we would like to thank Michael for his attendance and invite her to leave the meeting if he so desires.
(Next slide - Fourth slide of AGM presentation to be shown)
Item 2, resolution 1, is the Adoption of the Remuneration Report :
That for the purpose of section 250R (2) of the Corporations Act and for all other purposes, the Remuneration Report for the Company, and its controlled entities
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for the year ended 30 June 2020 is approved and adopted on the terms and conditions set out in the Explanatory Statement.
The Remuneration Report sets out BARD1’s remuneration policy and provides details of the remuneration arrangements in place for Directors and Key Management Personnel.
The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition
In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by, or on behalf of, a shareholder (or a Closely Related Party of the shareholder) who is a Director or a member of Key Management Personnel whose remuneration details are included in the Remuneration Report. However, a vote may be cast by such person if the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution.
(Next slide - Fifth slide of AGM presentation to be shown)
The next two resolutions relate to the election of directors and are ordinary resolutions requiring a vote of at least 50%.
Item 3, resolution 2, is the Election of Professor Allan Cripps as Director:
That, pursuant to and in accordance with Listing Rule 14.4 and articles 6.2(b) and 6.3(j) of the Constitution and for all other purposes, Professor Allan Cripps, Director, who was appointed on 23 January 2020, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Statement.
The next resolution relates to the appointment of myself as a director therefore I believe it is appropriate for me to hand over to Philip Powell, the chair of Audit & Risk Committee, to present this resolution to the meeting. Should there be any questions in relation to this resolution they will be directed to Philip. (Handover to Philip Powell) – Thanks Geoff
(Next slide ‐ Sixth slide of AGM presentation to be shown)
Item 4, resolution 3, is the Election of Dr Geoffrey Cumming as Director:
That, pursuant to and in accordance with Listing Rule 14.4 and articles 6.2(b) and 6.3(j) of the Constitution and for all other purposes, Dr Geoffrey Cumming, Director,
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who was appointed on 28 July 2020, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Statement.
Thank you, I will now hand back the reigns to Geoff.
(Next slide ‐ Seventh slide of AGM presentation to be shown)
Item 6, resolution 5, requiring a vote of at least 75% (a special resolution) is the approval of increased placement capacity :
That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.
(Next slide ‐ Eight slide of AGM presentation to be shown)
Item 7, resolution 6, requiring a vote of at least 50% (an ordinary resolution) is the approval of a Share Consolidation:
That, in accordance with section 254H of the Corporations Act 2001 (Cth) (Act) and clause 2.4 of the Company's constitution, with immediate effect on Friday, 27 November 2020, all of the Shares in the Company (irrespective of class) are converted into the smaller number of Shares (in the same class) derived from each Shareholder of Shares in the Company at Friday, 27 November 2020 having the smaller number calculated:
The number of the Shareholder’s Shares prior to the share consolidation ÷ 30
with fractions of less than 0.5 disregarded and fractions of 0.5 or more rounded up to the nearest whole number.
I will now take any questions regarding the resolutions that have been submitted.
(Moderator to read any questions and allocate to appropriate director or member of senior management to answer)
Closure of the formal proceedings of the AGM
As that concludes the formal business of the meeting, therefore I declare the meeting closed. In a couple of minutes, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I will now pause to allow you time to finalise those votes.
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(wait approximately 90 seconds)
Voting is now closed.
The results of these votes will be released to the stock exchange before the market opens in the morning.
I will now hand over to CEO, Dr Leearne Hinch who will provide an update on the company’s progress and future plans.
(Lead on to the CEO presentation)