IODM LIMITED — AGM Information 2025

Oct 12, 2025

IODM LIMITED ABN 28 102 747 133 NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00am (AEDT) DATE : Thursday 13 November 2025

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	14
Proxy Form	15

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Shareholders of IODM Limited, to which this Notice of Annual General Meeting relates, will be held at 10.00am (AEDT) on Thursday 13 November 2025 (Meeting) at:

Clarence House Level 33, 385 Bourke Street Melbourne VIC 3000

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEDT) on 11 November 2025

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

2

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A person appointed as a proxy must not vote on the basis of that appointment, on this resolution if:

• (a) the proxy is either a member of the Key Management Personnel; or a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this resolution.

However, the above prohibition does not apply if:

• (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; and

• (d) the voter is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on this resolution then the voter must expressly authorise the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – ELECTION OF A DIRECTOR – MS DIANA HEGGIE

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 8.19(b) of the Constitution and for all other purposes, Ms Diana Heggie, a Director who was appointed on 1 February, 2025, retires, and being eligible, is elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF A DIRECTOR – DR PAUL KASIAN

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 8.19(c) of the Constitution and for all other purposes, Dr Paul Kasian a Director, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 2,887,770 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person or on behalf of:

• A person who participated in the issue or is a counterparty to the agreement being approved: or

• An Associate of that person or those persons

Certain voting exclusions are described under Resolution 4 in the Notice. However, the voting exclusions do not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

4

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,163,014 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person or on behalf of:

• A person who participated in the issue or is a counterparty to the agreement being approved: or

• An Associate of that person or those persons

Certain voting exclusions are described under Resolution 5 in the Notice. However, the voting exclusions do not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution :

“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 issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

7. RESOLUTION 7– SPILL RESOLUTION (CONDITIONAL)

To consider and, if thought fit, to pass with or without amendment, the following resolution as a ordinary resolution :

“That subject to and conditional on at least 25% of the votes cast on the resolution at Resolution 1 being cast against the adoption of the Remuneration Report:

• a. An extraordinary general meeting of the Company (Spill meeting) be held within 90 days of the passing of this resolution;

• b. All of the Directors in office when the Board resolution to approve the Directors’ Report for the financial year ended 30 June 2025 was passed and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and

• c. Resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of the Spill Meeting.”

As required by the Corporations Act, no member of the Key Management Personnel, details of whose remuneration is included in the Remuneration Report, or a closely related party of such member, may vote in any capacity on the proposed resolution in Resolution 7 unless:

(a) the person votes as a proxy appointed by writing that specifies how the person is to vote on the proposed resolution in Resolution 7: and

5

• (b) the vote is not cast on behalf of any such member or closely related party of such member.

The prohibition in the Corporations Act on members of the Key Management Personnel voting does not apply to the Chair of the Meeting as proxy for a member entitled to vote where the proxy appointment expressly authorises the Chair of the Meeting to vote in that capacity on Resolution 7 (see Explanatory Notes).

DATED: 13 OCTOBER 2025

BY ORDER OF THE BOARD MS PETRINA HALSALL COMPANY SECRETARY IODM LIMITED

6

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at Clarence House, Level 33, 385 Bourke Street St, Melbourne Annual General Annual General Meeting at 10.00am (AEDT) on Thursday 13 November 2025 (Meeting ).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

The Company is not required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.iodm.com.au

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2025.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

1.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company ( Spill Resolution ) at the second annual general meeting.

If more than 50% of votes cast are in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting. All of the Directors who were in office when the Directors’ report (as included in the Company’s annual financial report for the financial year ended immediate before the second annual general meeting) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

1.3 Previous voting results

It was noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented more than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution has been put to vote at this meeting.

1.4 Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1.

7

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

RESOLUTION 2 – ELECTION OF DIRECTOR – MS DIANA HEGGIE

Clause 8.1(a) of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to clause 8.1(b) of the Constitution, any Director, who is not a Managing Director, so appointed, holds office only until the next annual general meeting and is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Accordingly, Ms Diana Heggie, having been appointed on 1 February, 2025, retires from office in accordance with the requirements of clause 8.1(b) of the Constitution and, being eligible, submits herself for election by Shareholders in accordance with clause 8.1(b) of the Constitution.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DR PAUL KASIAN

Clause 8.1(c) of the Constitution requires that that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires due to holding office for more than three years under Clause 8.1(c) of the Constitution is eligible for reelection.

Accordingly Dr Paul Kasian retires in accordance with the Constitution and, being eligible for re-election, offers himself for reelection at the Annual General Meeting.

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

3. 1 General

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 4 – Ratification of previous issue of shares to professional and sophisticated investors

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Placement Ratification:

• (a) The shares were issued to professional and sophisticated investor who was not a:

• (ii) Related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, advisor of the Company or any associate of any of these parties; and

• (iii) Issued more than 1% of the issued company of the Company;

• (b) 2,887,770 shares were issued pursuant to Listing Rule 7.1;

• (c) the issue price of the Shares was $0.165

• (d) the issue date was 20 December 2024

(e) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

8

(f) the Shares were issued to a private investor as consideration for the retirement of debt (loan advances plus accrued interest) for the amount of $476,482

• (g) the unsecured loans were advanced to the company on the following dates

• $150,000 on 13 June 2024

• $300,000 on 8 July 2024

• (h) The proceeds from the unsecured loans were used for general working capital purposes

Directors’ recommendation

The Directors recommend that you vote in favour of this resolution.

RESOLUTION 5– RATIFICATION OF PRIOR ISSUE – SHARES

5. 1 General

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 5– Ratification of previous issue of shares to professional and sophisticated investors

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Placement Ratification:

• (a) The shares were issued to a professional and sophisticated investor who was not a:

• (i) Related party of the Company, members of the Company’s Key Management Personnel, substantial holder of the Company, advisor of the Company or any associate of any of these parties; and

• (ii) Issued more than 1% of the issued company of the Company;

• (b) 3,163,014 shares were issued pursuant to Listing Rule 71;

• (c) the issue price of the Shares was $0.16

• (d) the issue date was 4 March 2025

• (e) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Shares were issued to private investor as consideration for retirement of debt (loan advance plus accrued interest) for the amount of $506,082; and

• (g) the unsecured loan was advanced to the company on the following date

• $500,000 on 13 February 2025 at an interest rate of 12% per annum

• (h) The proceeds from the unsecured loan were used for working capital purposes.

Directors’ recommendation

The Directors recommend that you vote in favour of this resolution.

9

RESOLUTION 6 – APPROVAL OF 10% PLACEMENT FACILITY

6.1 General

Listing Rule 7.1A enables eligible entities to seek Shareholder approval to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of $64,739,239 as at 17 September 2025.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 9.2(c) below).

The effect of Resolution 6 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1 or without Shareholder approval.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6.2 Description of Listing Rule 7.1A

• (a) Shareholder Approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

(c) Formulae for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement

• (i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (ii) plus the number of partly paid shares that become fully paid in the 12 months;

• (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• (iv) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under the Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.4.

6.3 Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price ( VWAP ) of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

10

• (a) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (b) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

The following information is provided to Shareholders for the purposes of Listing Rule 7.3A

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following

• 6.1.1 the date on which is 12 months after the date of the annual general meeting at which the approval is obtained;

• 6.1.2 the time and date of the entity’s next annual general meeting; and

• 6.1.3 the time and date on which Shareholders approve a transaction which under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

6.4 Specific Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• (a) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are exercised). There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• I. two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• II. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

==> picture [434 x 180] intentionally omitted <==

----- Start of picture text -----

Dilution
Number of Shares on Issue
(Variable ‘A’ in ASX Listing Issue Price (per $0.0525 $0.105 $0.210
Rule 7.1A2) Share) (50% decrease (Current issue (100% increase in
in current price) current issue
issue price) price)
Shares issued
616,564,185 – 10% voting 61,656,419 61,656,419 61,656,419
(Current Variable A) dilution
Funds raised $ 3,236,962 $ 6,473,924 $12,947,848
Shares issued
928,846,278
– 10% voting 92,884,628 92,884,628 92,884,628
(50% increase in Variable dilution
A)
Funds raised $ 4,876,443 $ 9,752,886 $19,505,772
Shares issued
1,233,128,370
– 10% voting 123,312,837 123,312,837 123,312,837
(100% increase in Variable dilution
A)
Funds raised $ 6,473,924 $12,947,848 $25,895,696
----- End of picture text -----

11

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.105, being the closing price of the Shares on the ASX at 17 September 2025

• (b) The Company will only issue the Equity Securities during the 10% Placement Period.

• (c) The Company may seek to issue the Equity Securities for the following purposes:

Cash consideration to grow the business and/or additional general working capital to fund growth opportunities and technology development.

The Company will comply with the disclosure obligations under the Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors set out in the Company’s allocation policy, including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) in the case of an asset or investment acquisition, the nature and circumstances of the acquisition

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company; and

• (v) advice from corporate, financial and broking advisers (if applicable).

The recipients under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

The Company obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its previous annual general meeting held on 1 November 2024 ( Previous Approval ).

The Company has not issued any Shares pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 1 November 2024, the Company otherwise issued a total of 6,050,784 Equity Securities which represents approximately 0.99% of the total diluted number of Equity Securities on issue in the Company on 1 November 2024, which was 610,513,401 which was 100% fully paid Ordinary shares.

RESOLUTION 7 – SPILL RESOLUTION (CONDITIONAL ITEM)

At the 2024 Annual General Meeting, more than 25% of the votes cast on the resolution to adopt the Remuneration Report were against adopting the report and the Company received a “first strike”.

Resolution 7 is a conditional item and will only be put to the Annual General Meeting if at least 25% of the votes cast on Resolution 1 to adopt the Remuneration Report for the financial year ended 30 June 2025 are cast against. If fewer than 25% of the votes cast are against adopting the Remuneration Report, then there will be no second strike and Resolution 7 will not be put to the Annual General Meeting.

If put, the spill resolution will be considered as an ordinary resolution.

If this resolution is passed and becomes effective, an extraordinary general meeting of the Company (the Spill Meeting) must be held withing 90 days of the date of the Annual General Meeting in order to consider the composition of the Board. At the Spill Meeting, all the Directors who were in office when the Board resolution to approve the Company’s 2025 Directors’ Report was passed will automatically vacate office at the conclusion of the Spill Meeting unless they stand for re-election

12

and are re-elected at the Spill Meeting. The Directors who were in office when the Board resolution to approve the 2025 Directors’ Report was passed are : Dr Paul Kasian (Non-Executive Chair), David Ireland (Non-Executive Director), Karen Penney (Non-Executive Director) and Diana Heggie (Non-Executive Director).

Even if Ms Diana Heggie is elected and Dr Paul Kasian is re-elected at this Annual General Meeting, Ms Diana Heggie and Dr Paul Kasian will need to be re-elected at the Spill Meeting in order to remain in office. If additional directors were to appointed before the Spill Meeting, they would not need to stand for election at the Spill Meeting.

The Directors listed above are those who held office when the Directors’ Report (included the Remuneration Report) for the year ended 30 June 2025 was approved.

When considering this item of business, the Directors suggest that Shareholders consider:

• The additional costs that will be incurred if the Company is required to hold and call a Spill Meeting

• The potential disruption to the Board of a Spill Meeting and the impact this may have on the Company;

• The current Board has the skills and experience required to provide effective oversight of the Company; and

• There is no assurance that any or all of the Directors would stand for re-election at the Spill Meeting

Board Recommendation

The Board recommends that Shareholders vote against the Resolution.

The Chair of the Meeting intends to vote undirected proxies AGAINST this Resolution.

Proxy Restrictions

Shareholders appointing a proxy for Resolution 7 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolution 7.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 7.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

6.1 General

ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 3 8396 5890 if they have any queries in respect of the matters set out in these documents.

13

GLOSSARY

• $ means Australian dollars.

• 10% Placement Facility has the meaning given in Section 9.1.

10% Placement Period has the meaning given in Section 9.4.

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (i) a child of the member’s spouse;

• (j) a dependent of the member or the member’s spouse;

• (i) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (k) a company the member controls; or

• (l) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means IODM Limited (ABN 28 102 747 133).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement to the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option which entitles the holder to subscribe for one Share.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a share in the Company.

Shareholder means a shareholder in the Company.

VWAP means volume weight average price.

14

==> picture [149 x 92] intentionally omitted <==

All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

==> picture [70 x 35] intentionally omitted <==

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be recorded before 10:00am (AEDT) on Tuesday, 11 November 2025.

TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/iodagm2025

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

==> picture [15 x 15] intentionally omitted <==

BY SMARTPHONE

==> picture [51 x 42] intentionally omitted <==

Scan QR C ode using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1: APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your prox y, mark the box. If you wish to appoint someone other than the Chair of the Meeting a s your proxy, please write the full name of that individual or body corporate. If you lea ve this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to t wo proxies to attend the meeting and vote. If you wish to appoint a second proxy, an a dditional Proxy Form may be obtained by contacting the company’s securities registr y or you may copy this form.

To appoint a second p roxy, you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of y our voting rights or the nu mber of securities applicable to that form. If the appointments d o not specify the percenta ge or number of votes that each proxy may exercise, each pro xy may exercise half your votes. Fractions of votes will be disregarded.

(b) ret urn both forms together in the same envelope.

STEP 2: VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes op posite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes . If you do not mark any of the boxes on a given i tem, your proxy may vote as he or she chooses. If you mark more than one box on an item fo r all your securities, your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body cor porate is ap pointed as your proxy, the representative of that body corporate attending t he me eting must have provided an “Appointment of Corporate Representative” prior to the meeting. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Voting restrictions for KMP

Please note that if you appoint a member of the Company’s key management personnel ( KMP ) (which includes each of the directors) or one of their closely related parties as your proxy, they will not be able to cast your votes on Resolutions 1 and/ or 7 unless you direct

them how to vote or the Chair of t he Meeting is your proxy. If you appoint the Chair of the Meeting as your proxy or the Ch air of the Meeting is appointed as your proxy by default, but you do not mark a voting box for Resolutions 1 and/or 7 by completing and submitting this Proxy Form, you will be ex pressly authorising the Chair of the Meeting to exercise your proxy in respect of these R esolutions, even though these Resolutions are indirectly or directly connected with the remuneration of the KMP.

STEP 3: SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director, who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4: LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore before 10:00am (AEDT) on Tuesday, 11 November 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply-Paid Envelope or:

Online By Fax By Mail In Person	https://www.votingonline.com.au/iodagm2025 + 61 2 9290 9655 Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited Level 8, 210 George Street, Sydney NSW 2000 Australia

IODM Limited ABN 28 102 747 133

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

STEP 1 APPOINT A PROXY

PROXY FORM

==> picture [88 x 44] intentionally omitted <==

I/We being a member/s of IODM Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the C hair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held on Thursday 13 November 2025 at 10:00am (AEDT) in-person at Clarence House, Level 33, 385 Bourke Street, Melbourne VIC 3000 and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the followin g directions or if no directions have been given, as the proxy s ees fit.

The Chair of the Meeting is authorised to exercise undirected proxies on matters relating to the remuneration of key management personnel: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my /our proxy by default and I/we have not directed my/our prox y how to vote in respect of Resolutions 1 and/ or 7 , I/we expressly authorise the Chair of the Meeting to exe rcise my/our proxy in respect of these Resolutions even thoug h Resolutions 1 and/ or 7 are connected with the remuneration of a member of the key management personn el for the Company.

The Chair of the Meeting will vote all undirected proxies IN FAVOUR of Resolutions 1 – 6 and AGAINST Resolution 7. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an it em, you must provide a direction by marking the 'Against' or 'A bstain' box opposite that resolution.

==> picture [509 x 348] intentionally omitted <==

----- Start of picture text -----

STEP 2 VOTING DIRECTIONS
If you mark the Abstain box for a particular ite m, you are directing your proxy not to v ote on your behalf on a show of hands or on a poll and your vote
will not be counted in calculating the required m ajority on a poll.
Board recommended items.
Board
The Board recommends shareholders vote FOR resolutions 1 to 6 inclusive. For Against Abstain
Recommendation
Resolution 1 Adoption of Remu neration Report FOR
Resolution 2 Election of Director – Ms Diana Heggie FOR
Resolution 3 Re-E lection of Director – Dr Paul Kasian FOR
Resolution 4 Ratification of Prior Issue - Shares FOR
Resolution 5 Ratification of Prior Issue - Shares FOR
Res olution 6 Approval of 10% Placement Facility ( Special Resolution ) FOR
Non - endorsed items . Board
The Board recommends shareholders vote AGAINST resolution 7. Recommendation For Against Abstain
Resolution 7 Spill Resolution (Conditional Resolution) AGAINST
STEP 3 SIGNATURE OF SECURITYHOLDERS
This form m ust be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025
----- End of picture text -----*