NANOSONICS LIMITED — AGM Information 2017

Nov 2, 2017

Nanosonics Limited 2017 Annual General Meeting 3 November 2017

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Maurie Stang Steven Sargent Michael Kavanagh
Chairman, Non-Executive Director Deputy Chairman , Non-Executive Director CEO and Executive Director
Marie McDonald David Fisher Richard England
Non-Executive Director Non-Executive Director Non-Executive Director
McGregor Grant Rob Waring
CFO / Company Secretary Company Secretary
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Chairman’s Address Mr Maurie Stang

Nanosonics Limited 2017 Annual General Meeting

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	$ million FY17 FY16 Change% Sale of goods and services 67.5 42.8 58% Gross profit 50.2 32.2 56% % 74% 75% Selling, general and administration (28.6) (25.4) 13% Research and development (9.5) (7.3) 30% Other income 0.8 0.1 700% Finance income (net) 1.0 0.5 100% Profit before income tax 13.9 0.1 Income tax benefit 12.3 - Profit after income tax 26.2 0.1 Cash Balance 63.0 48.8

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Global installed base continues to grow

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12,400
10,700
8,700
6,700
5,000
4,000
H2 H2 H1 H2 H1 H2
FY15 FY16 FY17
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Maurie Stang Chairman, Non-Executive Director

Marie McDonald Non-Executive Director

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Steven Sargent
Deputy Chairman , Non-Executive Director
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Michael Kavanagh
CEO and Executive Director
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Richard England
Non-Executive Director
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David Fisher Non-Executive Director

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Chairman’s Address Mr Maurie Stang

Nanosonics Limited 2017 Annual General Meeting

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Mr Michael Kavanagh Chief Executive Officer & President

Nanosonics Limited 2017 Annual General Meeting

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Senior Leadership Team

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Dr. Ron Dr. Steven Gerard Putt Ken Shaw
McGregor Grant
Weinberger Farrugia Head of Regional
CFO and Company
President Technology SVP Design & Manufacturing & President
Secretary
Development/ Development Operations Americas
Commercialisation
Anthony Bryn Tudor- Leanne
Ralf Schmähling Julien Laronze
Harrington Owen Baxendale
Country Manager - Country Manager -
SVP Global Country Manager Head of People
Germany France
Marketing - UK and Culture
Andrew
Ruth Cremin
Vincent Wang Elaine Jon Burdach
Murray Head of
Head of Global Head of Global Alexander Head of Clinical
Regulatory
Product Services Head of Quality Affairs
Affairs
Management
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14

Our Mission

We improve the safety of patients, clinics, their staff and the environment by transforming the way infection prevention practices are understood and conducted and introducing innovative technologies that deliver improved standards of care.

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Corporate objectives

Customer Product Operational Experience Innovation Excellence Establish our offerings as new Create and bring to market a Develop an agile operation with standards of care globally and portfolio of innovative and quality scalable, compliant and provide customers a convenient, products that address unmet performance focussed processes, seamless and consistent customer needs providing higher designed to experience with both product and standards of safety, efficiency and deliver a positive experience for our brand. patient care. customers. People Value Engagement Creation Build an organisation that attracts Create sustainable shareholder and retains the best people and value, delivering high growth and engages and empowers them to strong returns , while making a take appropriate initiative and be significant contribution to social accountable for our core objectives. good.

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trophon[®] System

• Safe Versatile Simple • •

• Patient - most Compatible with over comprehensive portfolio of 1,000 probes including operation •

• efficacy testing in probe intracavity and surface high level disinfection. probes

• Simple to use – one button operation

• • Fast 7 minute cycle

• Patient - most comprehensive portfolio of efficacy testing in probe high level disinfection.

• Can be used at point of care

• User - no handling or exposure to toxic chemicals

• Supports streamlined practice workflows

• Environment - water and oxygen as by products

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Global addressable market: ~120,000 trophon EPR units

• ►~40,000 Units in North America

• ►Equivalent sized markets in Europe and RoW

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Regional updates

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North America

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• Key focus is to establish trophon as standard of care across all hospitals and all relevant departments within each hospital.

• Continuing investment in education, sales and marketing activities to drive market awareness on the importance of high level disinfection for all semi-critical ultrasound probes.

4,000

5,000

6,700

8,700

10,700

• Capital reseller agreements established with all major ultrasound OEMs.

• Private market opportunity in particular clinics affiliated with hospitals.

• Relocation to new service and logistics facility to support ongoing growth in installed base.

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GE Healthcare

Philips

Carestream

Hitachi

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Europe

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trophon Installed Base
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• Momentum of trophon adoption in UK builds in response to guideline changes and the Management Equipment Service (MES) business model.

• UK sales team expanded and new warehouse and service operations established.

• Fundamentals for adoption strengthening in France and Germany with updated guidance – further sales resources in FY18.

• Further European guidelines expected in FY18.

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Managed Equipment Service (MES)

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• Model helps hospitals in UK overcome capital budget constraints and provides an immediate benefit to the customer through earlier access to trophon.

• Ownership of the trophon capital equipment placed in hospitals remains with Nanosonics.

• Facilities pay an ‘all-inclusive price’ for consumables in return for use and maintenance of the capital equipment.

• Expect up to 90% of installed base in UK will come under this model.

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Asia Pacific

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trophon Installed Base

Australia / New Zealand

• ANZ sales grew 22% to $3.1 million.

• New joint guideline between ASUM and ACIPC emphasising the importance of HLD of all semi-critical ultrasound devices.

Japan

• Nanosonics entered into a master distribution

agreement with leading infection prevention company, Sakura Seiki.

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Many surface probe procedures are semicritical & require High Level Disinfection

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66%
55%
43% 41%
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http://info.nanosonics.us/sdms-symposium .

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Formal Business Nanosonics Limited 2017 Annual General Meeting

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Resolution 1 Re-election of a Director – Mr Richard England

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Resolution 1 Re-election of a Director – Mr Richard England

Resolution: That Mr Richard England, who retires as a Director pursuant to the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected a Director.

Proxy votes received For : 117,825,344 Against : 30,594,436 Discretion : 757,629 Abstained/Excluded : 210,265

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Resolution 2 Re-election of a Director – Dr David Fisher

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Resolution 2 Re-election of a Director – Dr David Fisher

Resolution: That Dr David Fisher, who retires as a Director pursuant to the Company’s Constitution and, being eligible, offers himself for reelection, be re-elected a Director.

Proxy votes received Votes for : 144,422,709 Against : 4,002,271 Discretion : 752,629 Abstained/Excluded : 210,065

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Resolution 3 Remuneration report

Resolution: That the Remuneration Report for the financial year ended 30 June 2017 be adopted.

Proxy votes received Votes for : 126,507,912 Against : 2,761,589 Discretion : 739,135 Abstained/Excluded : 17,578,876

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Resolution 4 Appointment of Auditor

Resolution: That for the purposes of section 327B(1)(b) of the Corporations Act 2001 (Cth), and for all other purposes, Ernst & Young, having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as Auditor of the Company.

Proxy votes received	Proxy votes received
Votes for	:	148,223,010
Against	:	204,672
Discretion	:	757,629
Abstained/Excluded	:	202,363

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Resolution 5

Issue of 45,513 Performance Rights to the Chief Executive Officer and President, Mr Michael Kavanagh, under the 2017 Short Term Incentive Scheme (2017 STIS)

Resolution: That approval be given for all purposes under the Corporations Act 2001 (Cth) and the ASX Listing Rule 10.14 for the issue of 45,513 Performance Rights to Mr Michael Kavanagh under the Nanosonics Omnibus Equity Plan (Omnibus Plan) in respect of the 2017 STIS, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting and in accordance with the Rules of the Omnibus Plan (as amended from time-to-time).

Proxy votes received

Votes for : 130,936,496 Against : 15,120,073 Discretion : 807,610 Abstained/Excluded : 868,132

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Resolution 6

Issue of 25,733 Performance Rights and 340,424 Options to the Chief Executive Officer and President, Mr Michael Kavanagh, under the 2017 Long-Term Incentive Scheme Invitation (2017 LTIS)

Resolution: That approval be given for all purposes under the Corporations Act 2001 (Cth) and the ASX Listing Rule 10.14 for the issue of 25,733 Performance Rights and 340,424 Options to Mr Michael Kavanagh under the Omnibus Plan in respect of the 2017 LTIS, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting and in accordance with the Rules of the Omnibus Plan (as amended from time-to-time).

Proxy votes received

Votes for : 142,805,759

Against : 3,226,235 Discretion : 825,621 Abstained/Excluded : 874,696

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Resolution 7

Amendment to the 2015 Long Term Incentive Scheme to remove the “deemed exercise” provisions and allow exercise any time during 3 years after 31 August 2018

Resolution: That approval be given to amending the terms of the 2015 Long Term Incentive Scheme (2015 LTI) by removing the ‘deemed exercise’ provisions and extending the expiry date for exercise of vested Performance Rights from 30 September 2018 to 31 August 2021.

Proxy votes received

Votes for : 144,172,923 Against : 1,224,775 Discretion : 800,610 Abstained/Excluded : 1,389,204

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Resolution 8

Re-insertion of Proportional Takeover Provisions in Constitution

Resolution: That the proportional takeover provisions at clause 1.6 of the Company’s Constitution, in the form attached to this Notice of Meeting as Annexure B, be re-inserted into the Constitution for a period of three years commencing on the day this special Resolution is passed.

Proxy votes received

Votes for	:	147,712,965
Against	:	509,073
Discretion	:	827,129
Abstained/Excluded	:	338,507

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Questions

Nanosonics Limited 2017 Annual General Meeting

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