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NANOSONICS LIMITED — AGM Information 2022
Nov 17, 2022
65405_rns_2022-11-17_6801221a-29df-43da-9f4f-6384dec08532.pdf
AGM Information
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Infection Prevention. For Life. 2022 MEETING
ANNUAL GENERAL MEETING
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Nanosonics Limited | Annual General Meeting 2022
1
B O A R D O F D I R E C T O R S
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Steve Sargent Non-Executive Chairman
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David Fisher Non-Executive Director
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Maurie Stang Non-Executive Director and Deputy Chairman
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Marie McDonald Non-Executive Director
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Michael Kavanagh CEO and President
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Geoff Wilson Non-Executive Director
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Lisa McIntyre Non-Executive Director
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Nanosonics Limited | Annual General Meeting 2022 2
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Nanosonics Limited | Annual General Meeting 2022 3
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Items of Business 2A Re-elect Mr Sam Sample as a Director FOR AGAINST ABSTAIN 2B Re-elect Ms Jane Citizen as a Director
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Nanosonics Limited | Annual General Meeting 2022 4
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Infection Prevention. For Life. ANNUAL GENERAL MEETING 2022
CHAIRMAN’S ADDRESS Steve Sargent, Chairman
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Nanosonics Limited | Annual General Meeting 2022 5
T H A N K Y O U M A U R I E
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“As founder and past Chairman, Maurie has made an enormous contribution to Nanosonics over the last two decades including listing Nanosonics on the stock exchange and guiding its growth into a successful international business. I am pleased that we will have ongoing access to his deep experience, extensive global network and prolific idea generation in the infection control sector through the Innovation and Infection Control Advisory Committee.”
- Steve Sargent, Chairman
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Nanosonics Limited | Annual General Meeting 2022 6
B O A R D O F D I R E C T O R S
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Steve Sargent Non-Executive Chairman
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David Fisher Non-Executive Director
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Maurie Stang Non-Executive Director and Deputy Chairman
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Marie McDonald Non-Executive Director
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Michael Kavanagh CEO and President
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Geoff Wilson Non-Executive Director
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Lisa McIntyre Non-Executive Director
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Nanosonics Limited | Annual General Meeting 2022 7
N O R T H A M E R I C A – D I R E C T S A L E S M O D E L
Nanosonics has successfully transitioned to a largely direct sales model, delivering capability and capacity to take advantage of significant remaining growth opportunity, as well as new product introductions.
TRANSITION COMPLETE WITH KEY CAPABILITIES IN PLACE
Expanded Infrastructure
Customer Engagement
Inventory Management
Continuity of Supply
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Expanded Sales & Clinical
infrastructure now fully in place to manage ongoing growth, with N. American team now 100+ strong Nanosonics now engaging with total installed base to deliver an end-to- end customer experience Established logistics facility with ample capacity for current and future growth requirements
No impact on supply to customers during the transition
Access to, and management of, the total customer base enables:
Delivery of a consistent customer experience
Opportunity for clinical engagement to educate all customers on high-level disinfection (HLD) requirements
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Optimised opportunity to create addition value for customers through upgrades, service, and ecosystem offerings
Future margin improvement
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Nanosonics Limited | Annual General Meeting 2022 8
Our people, our advantage
Our organisational growth has been focused on growing and supporting our customer base, and on Nanosonics’ innovation agenda to drive future growth.
+25% vs. FY21 Total Employees 425 % Strongly aligned to Company Purpose 94 Know how their % work contributes to 93 Company Goals
DIVERSITY & INCLUSION
We value all aspects of diversity fostering an inclusive workplace for all to fulfil their . potential
N AT IONALI T IES R E PRESEN T E D 33 F E M AL E % G E N DE R R A T IO 42 F E M AL ES I N % S T E M[1] R O L ES 39 F E M AL ES I N % S R. M A N AGE MEN T 41 I N T ERNS/ GRAD UAT E P ROGRAMS 16
Nanosonics Limited | Annual General Meeting 2022Nanosonics Limited | Annual Results 2022 9
1Science, Technology, Engineering, Mathematics
C O N T I N U E D C O M M I T M E N T T O S U S T A I N A B I L I T Y
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SUSTAINABILITY HIGHLIGHTS[1]
~98k Patients protected daily from the risk of cross-contamination
Progressed sustainable Supply Chain initiatives
Establishment of the Community Engagement Committee
Strengthened IT, privacy & cybersecurity protections with ISO27001 accreditation
Maintained strong employee engagement during a time of significant change as we moved to our new headquarters and developed a flexible working culture Continued commitment to environmental responsibility with a focus on sustainable products
CHARITABLE GIVING
~$38k in funds raised through a range of charitable initiatives, including Australia’s Biggest Morning Tea, and the St. Vinnies CEO Sleepout, where Nanosonics employees raised enough funds to be put towards 72 individual support programs, 189 beds and 759 meals.
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Nanosonics Limited | Annual General Meeting 2022 10
1For full details, refer to the Nanosonics 2022 Sustainability Report
I N V E S T I N G F O R G R O W T H
Nanosonics has established significant capabilities and continues to focus its operating costs and investments on the future of the business, positioning it well to further expand its participation as a leader in the global infection prevention market.
Investing in a significant Infection Prevention market opportunity
MARKET DEVELOPMENT
Sustaining Mature Market Growth Geographic Expansion To New Markets
PRODUCT INNOVATION
Research & Development
INFRASTRUCTURE
Operations, Headquarters and Support
Nanosonics Limited | Annual General Meeting 2022 11
THANK YOU
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Nanosonics Limited | Annual General Meeting 2022
12
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Infection Prevention. For Life. ANNUAL GENERAL MEETING 2022
CEO & PRESIDENT’S ADDRESS Michael Kavanagh, CEO and President
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Nanosonics Limited | Annual General Meeting 2022 13
F Y 2 2 – K E Y H I G H L I G H T S
“Total revenue for the year grew 17% to $120.3 million resulting from continued growth in new installed base, upgrades and consumables/service. This was a very pleasing result taking into consideration the foreshadowed one-off revenue impact in H2 associated with the transition to a largely direct sales model in North America.”
INSTALLED BASE
TOTAL CAPITAL CONSUMABLES/ REVENUE REVENUE SERVICE REVENUE
29,850 $120.3[m] $37.7[m] $82.6[m] (cc[1 $] 118.7[m] ) 12[%] 17[%] 41[%] 8[% ] In last 12 months vs. FY21 vs. FY21 vs. FY21 20[%] 2% 2% 1%* H2 vs. H1 H2 vs. H1 H2 vs. H1 H2 vs. H1
– Michael Kavanagh
1Constant currency removes the impact of foreign exchange rate movements to facilitate comparability of operational performance. This is done by converting the current year sales of entities that use currencies other than Australian dollars at the average rates that were applicable in the prior year.
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*The growth of revenue associated with both capital and consumables in H2 was impacted by the transition to the largely direct sales model in North America, where GE ran down their capital and consumable inventory with no replenishment as they transitioned to a non-stocking capital reseller by 30 June 2022.
NanosNan o sonics Lnics Lim ted | Annual Gen i mited | Annual G e neral Meeting 2022ral Meeting 2022 14
F Y 2 3 – T R A D I N G U P D A T E
“The first four months of FY23 has seen the business perform well across all regions against our FY23 objectives. Market conditions have improved in all our key markets with customer access and procedure volumes getting back to pre-COVID levels.”
– Michael Kavanagh
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In the first four months to 31 October 2022…
Total revenue of $52.6 million, up 42% compared with the prior corresponding period (36% in constant currency[1] ).
Capital revenue up 63% compared with the prior corresponding period (55% in constant currency[1] ).
Consumables/service revenue up 35% compared with the prior corresponding period (30% in constant currency[1] ).
Global total IB has grown to 30,665 with number of new installed base in first four months broadly in line with prior corresponding period.
Upgrades continue to perform well up 51% compared with the prior corresponding period.
1Constant currency removes the impact of foreign exchange rate movements to facilitate comparability of operational performance. This is done by converting the current year sales of entities that use currencies other than Australian dollars at the average rates that were applicable in the prior year.
NanosNan o sonics Lnics Lim ted | Annual Gen i mited | Annual G e neral Meeting 2022ral Meeting 2022 15
S I G N I F I C A N T G L O B A L M A R K E T O P P O R T U N I T Y
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GLOBAL
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Market Penetration
Installed base opportunity
1
21%
140,000
UNITS
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Significant global growth opportunity.
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Increasing number of international guidelines requiring high level disinfection (HLD) supporting growing international demand.
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Nanosonics expanding its footprint geographically both direct and through distribution.
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N O R TH AMER IC A EU R O PE AN D MID D LE EAST
Installed Base Opportunity Market Penetration Installed Base Opportunity Market Penetration
60,0001 40,0002
UNITS 44% UNITS 5%
UK
22%
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ASIA PAC IFIC
Installed Base Opportunity Market Penetration
40,0002
UNITS 5%
ANZ
>75%
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Strong Fundamentals
Strengthening Fundamentals
Strengthening Fundamentals and Expanding Markets
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Sales mainly in ANZ where market penetration is >75%.
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Fundamentals for adoption strong with requirements for HLD in place.
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Expanded geographical reach, strengthening fundamentals for adoption and growing awareness.
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In Japan, the Company expanded its local team and medical affairs activities as we work with local authorities on the establishment of local guidelines.
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trophon installed base over 26,000 units and already in over 5,000 hospitals and clinics, including majority of luminary hospitals.
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Expanded infrastructure with sales teams increasing in the UK and Germany, plus appointment of local clinical, marketing, regulatory, service, and distributor partner engagement.
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Finalised registration of a wholly owned subsidiary in China with required local testing of the trophon device and consumables by relevant State authorities commenced as part of product registration plans.
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Nanosonics has implemented a more direct sales operation with 100+ people, as well as partnerships with all leading ultrasound companies, to drive ongoing adoption.
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A range of business models In place to support market requirements.
INSTALLED BASE
INSTALLED BASE
INSTALLED BASE
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26,130
23,480
20,990
18,570
15,620
FY18 FY19 FY20 FY21 FY22
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1,820 1,900
1,510 1,760
1,610
1,120
880 1,480
730 1,390
FY18 FY19 FY20 FY21 FY22 FY18 FY19 FY20 FY21 FY22
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1Nanosonics analysis based on updated ultrasound information commissioned by Nanosonics and an estimated trophon to ultrasound attachment rate.
2Based on Nanosonics’ estimate from around 2011. While current data is not readily available for the Asia Pacific and Europe and Middle East regions, the Company considers that the ultrasound market Nanosonics Limited | Annual General Meeting 2022 16 has grown in these regions since the initial estimate of the Installed Base Opportunity was made.
T R O P H O N V A L U E O P P O R T U N I T Y
In addition to managing a growing installed base, we strive to deliver continuous value over the lifetime of trophon by driving improved compliance with HLD standards.
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Initial
installation Upgrade
YEAR 8 14
trophon2
+ Printer
+ Cart
+ Mount
. . .
+
+ + + + +
...
Sonex Chemical Companion Probe Probe Operator
Indicators Wipes Tags Covers Cards
+
Contract Services
Preventative Maintenance
Repairs
. . .
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CAPITAL
ECOSYSTEM (CONSUMABLES & ACCESSORIES)
SERVICE
trophon growth
Usage per trophon
Capital upgrades
Each new installed base unit delivers exceptional customer value for 7 years, while generating annuity revenue over that period.
With >150 ultrasound procedures requiring HLD, there is an opportunity to drive increased compliance and usage across the existing installed base.
Refreshing the installed base offers existing customers new features and benefits, additional value, and extends barriers to competitive entry.
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Nanosonics Limited | Annual General Meeting 2022 17
A T T R A C T I V E A N N U I T Y - B A S E D B U S I N E S S M O D E L
In markets with strong fundamentals of adoption, the trophon business can generate significant operating profit associated with the attractive high-margin business model.
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N O R T H A M E R I C A
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INSTALLED BASE OPPORTUNITY INSTALLED BASE
26,130
UNITS 23,480
20,990
60,000
18,570
15,620
44%
MARKET PENETRATION FY18 FY19 FY20 FY21 FY22
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FY2 2 K EY PER FO R MAN C E METR IC S $ m Revenue 106.9 ~ 20[%] Revenue growth ~ Gross profit 80[%] ~ - 55 60[%] Operating profit[1] Headcount 103
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1Before any HQ costs are any allocated to the region.
Nanosonics Limited | Annual General Meeting 2022 18
O P E R A T I N G C O S T S
Nanosonics has established significant capabilities and continues to focus its operating costs and investments on the future of the business, positioning it well to further expand its participation as a leader in the global infection prevention market.
Investing in a significant Infection Prevention market opportunity
MARKET DEVELOPMENT
SUSTAINING MATURE MARKET GROWTH
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Maintain 2,800-3,000+ new installed base unit momentum
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Convert significant installed base upgrade opportunity
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Deliver exceptional customer experience and expand value
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Grow consumables, ecosystem, and service
43[%]
GEOGRAPHIC EXPANSION TO NEW MARKETS
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European and Asia Pacific markets to become significant contributors to Company performance
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Strengthen market fundamentals for high level disinfection
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Expand local infrastructure to support growth momentum
FY22 OPERATING EXPENSES
- Increase operating leverage
PRODUCT INNOVATION
$90.5m RESEARCH & DEVELOPMENT +28% YOY • Expanded product portfolio across ultrasound reprocessing, endoscope 25[%] reprocessing, cloud solutions, chemistry and biosciences
- Continued research in areas of unsolved/unmet clinical needs
• Portfolio expansion through M&A CORIS®
INFRASTRUCTURE
OPERATIONS, HQ and SUPPORT
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Scalable manufacturing capacity to support global demand and new product introductions Driving
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• Investment in new global headquarters and facilities, including expanded research centre Scale
32[%]
- Enterprise-wide digital tools and platforms
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Nanosonics Limited | Annual General Meeting 2022 19
INVESTMENT IN R&D
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Global, $m
$22.3
17.2 30% vs. FY21
15.6
11.6 8% H2 vs. H1
11.4
9.9 9.6
8.8
5.9
5.2
10.7
6.8 7.6
4.6 5.5
FY18 FY19 FY20 FY21 FY22
H1 H2
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F I V E C O R E A R E A S O F R & D F O C U S
During the year, Nanosonics continued to invest in its product expansion strategy. R&D investment increased to m $ 22.3
directed across multiple projects, including the Company’s new endoscope reprocessing platform – Nanosonics CORIS[®]
KEY CAPABILITIES
Chemistry Engineering - Systems Microbiology - Mechanical Biochemistry - Industrial Design - Electrical Medical Affairs - Software Regulatory Affairs Cloud Solutions
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All research and new product development programs involve inherent risks and uncertainties which can impact commercialisation timelines.
NanosNan o sonics Lnics Lim ted | Annual Gen i mited | Annual G e neral Meeting 2022ral Meeting 2022 20
P L A T F O R M S F O R G R O W T H
Our technology platforms offer significant growth potential within current and potential future indications.
Market Introduction In-market Launched CY2023 Growth focus Adoption focus Development focus Coris® 23 patent families 1 patent family 9 patent families CURRENT Ultrasound High-Level Ultrasound Reprocessing Flexible Endoscope INDICATION Disinfection Compliance Management Cleaning ~~Opportunity to broaden indications for each of the core technologies~~
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Nanosonics Limited | Annual General Meeting 2022 21
Nanosonics aims to address the challenges of manual cleaning of endoscope channels ® through a novel automated technology CORIS that revolutionises the cleaning process , thereby reducing the risk of Transforming the cleaning ineffective endoscope reprocessing and of flexible endoscopes resulting patient infection. Our Next Instrument Reprocessing Product Platform
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Nanosonics Limited | Annual General Meeting 2022 22
S I G N I F I C A N T G L O B A L O P P O R T U N I T Y
Expensive and ineffective current standard of care
Example : Total cost to manually clean a single GI endoscope[8]
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$37
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Total cost
range
per clean
US$11-37
$11
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CORIS[®] aims to automate a significant proportion of the current manual cleaning including complex channel cleaning and deliver significantly superior outcomes compared to what can be achieved today.
An established and growing market >60m procedures growing at 6% annually[# ]
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M A J O R G R O W T H D R I V E R S
Aging population
Increasing incidence of colorectal cancer
Various national-level screening programs
A N N U A L
Procedure Growth
Volume (m) Rate
18.1 Upper GI
U.S.A. 33.7 +5.4%
GI
45.2
20.1 Colonoscopy
4.6 Sigmoidoscopy Germany 7.5 +7.3%
0.4 Enteroscopy
U.K 4.8 +5.8%
1.6 ERCP
0.4 EUS
France 5.5 +7.0%
5.6 Bronchoscopy
Non- Spain/Italy 5.2 +6.7%
GI
5.2 Urology
15.3 Canada 1.7 +5.4%
3.6 ENT Australia 2.1 +6.7%
1.0 Gynaecology
m+
60
23.0
EU-5
AN N UAL EN DO SCOPY PRO CEDURE VO L UME
ENDOSCOPIC PROCEDURE VOLUME
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Nanosonics Limited | Annual General Meeting 2022 23
All research and new product development programs involve inherent risks and uncertainties which can impact commercialisation timelines. #References on file; available upon request
A R E C O G N I S E D R I S K
Reusable endoscopes have been associated with infections and reprocessing failures across all endoscope types.
THERE ARE MANY WELL-DOCUMENTED INSTANCES OF…
FDA MAUDE database[1]
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Increase in adverse event reports relating to
INFECTION OUTBREAKS… endoscope reprocessing, 2014 to 2021 …AND REPROCESSING ISSUES
COLONOSCOPES 36x
GASTROSCOPES 87x
BRONCHOSCOPES 5x
UROLOGICAL SCOPES 22x
DUODENOSCOPES 9x
HUMAN FACTORS
BIOFILM
A T O P 1 0 H E A L T H T E C H N O L O G Y H A Z A R D
REPROCESSING FAILURE
In 2018, the ECRI Institute listed “ failure to consistently and
effectively reprocess flexible endoscopes ” as one of the top
. . . 10 health technology hazards facing the Healthcare industry.
– ECRI Institute, 2018 [2]
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…ACROSS ALL MAJOR SCOPE TYPES INDICATING A SIGNIFICANT UNMET NEED WITH CURRENT METHODS.
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Nanosonics Limited | Annual General Meeting 2022 24
All research and new product development programs involve inherent risks and uncertainties which can impact commercialisation timelines. #References on file; available upon request
Endoscope reprocessing is an established global practice
LARGE VARIETY OF ENDOSCOPES FOR COMPLEX CLINICAL PROCEDURES…
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Colonoscopy Gastroscopy Duodenoscopy Enteroscopy Endoscopic Bronchoscopy Urology E.N.T. Gynaecology
Ultrasound
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…WITH STRONG FUNDAMENTALS AND STANDARDS FOR REPROCESSING
Reusable flexible endoscopes are highly sophisticated medical devices designed to enable advanced diagnostic and therapeutic interventions to diagnose and treat cancers and other life-threatening conditions. They incorporate advanced technology that gives physicians a sophisticated level of control in carrying out complex, minimallyinvasive procedures and navigating challenging anatomical situations to deliver the highest level of patient care.
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British Society of Gastroenterology
UK Department of Health
Public Health
Agency of Steering group for Flexible
Canada Irish Health Endoscope Cleaning &
Service Disinfection (SFERD)
Executive Japan
Gastroenterological
Endoscopy Society
German
French Society of
ANSI/AAMI ST91:2021 National Hospital
Guidelines Hygiene State Administration
Society of Gastroenterology for Market
Nurses & Associates Regulation and
(SGNA) Standardisation
Administration (SAC)
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Global Standards/Guidelines
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World Gastroenterology ISO15883-4
Organisation (WGO)
Gastroenterological
Society of Australia
(GESA)
Australian/New
Zealand Standards
AS/NZS 4187:2014
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Nanosonics Limited | Annual General Meeting 2022 25
All research and new product development programs involve inherent risks and uncertainties which can impact commercialisation timelines.
CORIS[®] technology delivers far superior efficacy over
manual cleaning in removing biofilm from small channels that cannot be brushed today.
S U P E R I O R B I O F I L M R E M O V A L
HEAD-TO-HEAD CLEANING TEST ON A SIMULATED NARROW CHANNEL
Manual Cleaning
Performed in strict accordance with endoscope manufacturer instructions.
SIMULATE NARROW CHANNEL
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1
Auxiliary channel conditions: 1.5 mm diameter,
3.6 m length, PTFE material Unsoiled channel
SIMULATE CLINICAL CONDITIONS
2
Biofilm grown across entire channel length
(stained purple) to simulate clinical conditions Channel stained
Magnified (purple) with biofilm
channel
segment RUN HEAD-TO-HEAD CLEANING TEST Results shown below
3 Simultaneously run manual cleaning cycle and for a random segment
of the total channel
CORIS [®] cleaning cycle across entire 3.6 m
channel length
[[®]]
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Results shown below for a random segment of the total channel
CORIS[[®]]
Automated cleaning cycle with CORIS[®] revolutionary mode of action.
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BEFORE
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BEFORE
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AFTER
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AFTER
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Nanosonics Limited | Annual General Meeting 2022 26
All research and new product development programs involve inherent risks and uncertainties which can impact commercialisation timelines.
V A R Y I N G R E G U L A T O R Y R E Q U I R E M E N T S
“CORIS[® ] is being designed as a global solution ultimately to be used across all channeled flexible endoscope types.
The CORIS[®] technology continues to advance with the Company targeting progressive market introductions aligned with regulatory approvals, with the first introduction targeted for calendar 2023 and likely to be in Australia and/or Europe.”
United States Food and Drug Administration (FDA)
Acceptance into the FDA Safer Technologies Program (STeP)
De novo Regulatory Pathway
In the United States, CORIS[®] represents a disruptive innovation. As such, there is no existing predicate device like it on the market. As a completely novel technology platform, CORIS[®] will be subject to the FDA de novo clearance pathway thus setting a new benchmark and creating an entirely new category for endoscope cleaning.
Products accepted into this program are reasonably expected to significantly improve the safety of currently available treatments. The goal of STeP is to provide patients and healthcare providers with timely access to these medical devices by expediting their development, assessment and review while preserving the statutory standards for approval. Through the program the FDA provides sponsors of devices with additional review resources, facilitating more interactive and timely communication through the submission review process.
Regulatory bodies for other markets
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C O M M E R C I A L R E A D I N E S S A C T I V I T I E S U N D E R W A Y
Nanosonics is ramping up activities across a range of commercialisation requirements, including:
- Michael Kavanagh
INCREASED STRATEGIC MANUFACTURING INTELLECTUAL CLINICAL STUDY CAPACITY WITH SOURCING SITE READINESS PROPERTY PREPARATION MOVE TO NEW HQ AGREEMENTS PROTECTION
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Nanosonics Limited | Annual General Meeting 2022
All research and new product development programs involve inherent risks and uncertainties which can impact commercialisation timelines.
27
THANK YOU
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Nanosonics Limited | Annual General Meeting 2022 28
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Infection Prevention. For Life. ANNUAL GENERAL MEETING 2022
FORMAL BUSINESS
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Nanosonics Limited | Annual General Meeting 2022 29
R E S O L U T I O N 1
Re-election of a director – Ms Marie McDonald
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Resolution: That Ms Marie McDonald, who retires as a Director pursuant to the Company’s Constitution and, being eligible, offers herself for reelection, be re-elected a Director.
| Proxy votes received | Number | % | |
|---|---|---|---|
| For | : | 182,068,799 | 98.87 |
| Against | : | 1,719,294 | 0.93 |
| Discretion | : | 369,292 | 0.20 |
| Abstained/Excluded | : | 137,882 | - |
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Nanosonics Limited | Annual General Meeting 2022 30
R E S O L U T I O N 2
Remuneration Report
| Resolution:That the Remuneration Report for the | Proxy votes received | Number | % | |
|---|---|---|---|---|
| financial year ended 30 June 2022 be adopted. | For | : | 167,807,350 | 96.38 |
| Against | : | 5,921,500 | 3.40 | |
| Discretion | : | 387,656 | 0.22 | |
| Abstained/Excluded | : | 10,173,310 | - |
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Nanosonics Limited | Annual General Meeting 2022 31
R E S O L U T I O N 3
Issue of 21,871 Service Rights to the Chief Executive Officer and President, Mr. Michael Kavanagh, under the 2022 Short Term Incentive (2022 STI)
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 21,871 Service Rights to Mr Michael Kavanagh under the Nanosonics Omnibus Equity Plan ( Omnibus Plan ) in respect of the 2022 STI, 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 | Number | % | |
|---|---|---|---|
| For Against |
: : |
179,711,932 3,365,489 |
97.95 1.84 |
| Discretion | : | 387,873 | 0.21 |
| Abstained/Excluded | : | 829,973 | - |
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Nanosonics Limited | Annual General Meeting 2022 32
R E S O L U T I O N 4
Issue of 283,930 Share Appreciation Rights and 231,914 Performance Rights to the Chief Executive Officer and President, Mr. Michael Kavanagh, under the 2022 Long-Term Incentive (2022 LTI)
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 283,930 Share Appreciation Rights and 231,914 Performance Rights to Mr Michael Kavanagh under the Omnibus Plan in respect of the 2022 LTI, 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 | Number | % | |
|---|---|---|---|
| For Against |
: : |
161,409,649 21,650,290 |
87.98 11.81 |
| Discretion | : | 384,402 | 0.21 |
| Abstained/Excluded | : | 850,926 | - |
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Nanosonics Limited | Annual General Meeting 2022 33
R E S O L U T I O N 5
Issue of securities under the Nanosonics Omnibus Equity Plan
Resolution: That, for the purposes of ASX Listing Rule 7.2, Exception 13, and for all other purposes, approval be given for the issue of securities under the Omnibus Equity Plan ( Omnibus Plan ) on the terms described in the Explanatory Notes accompanying this Notice of Meeting.
| Proxy votes received | Number | % | |
|---|---|---|---|
| For Against |
: : |
159,254,271 23,282,327 |
87.06 12.73 |
| Discretion | : | 384,727 | 0.21 |
| Abstained/Excluded | : | 1,368,491 | - |
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Nanosonics Limited | Annual General Meeting 2022 34
R E S O L U T I O N 6
Issue of securities under the Nanosonics Global Employee Share Plan
Resolution: That, for the purposes of ASX Listing Rule 7.2, Exception 13 and for all other purposes, approval be given for the issue of securities under the Global Employee Share Plan ( Global Plan ) on the terms described in the Explanatory Notes accompanying this Notice of Meeting.
| Proxy votes received | Number | % | |
|---|---|---|---|
| For Against |
: : |
159,580,101 22,995,823 |
87.22 12.57 |
| Discretion | : | 385,583 | 0.21 |
| Abstained/Excluded | : | 1,328,309 | - |
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Nanosonics Limited | Annual General Meeting 2022 35
R E S O L U T I O N 7
Increase in maximum aggregate Non-Executive Directors’ Remuneration
| Resolution:That for the purposes of Clause 22.1 of the | Proxy votes received | Number | % | |
|---|---|---|---|---|
| Company’s Constitution and ASX Listing Rule 10.17, the maximum aggregate remuneration payable to Non- Executive Directors in any financial year be increased by |
For Against |
: : |
174,126,975 793,628 |
99.34 0.45 |
| $200,000 from $1,000,000 to $1,200,000. | Discretion | : | 382,588 | 0.21 |
| Abstained/Excluded | : | 8,992,076 | - |
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Nanosonics Limited | Annual General Meeting 2022 36
How to ask a question
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-
To ask a written question select the Q & A icon
-
Select the topic your question relates to from the drop-down list
-
Type your question in the text box and the send button press
-
To ask a verbal question follow the instructions below the broadcast window.
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Nanosonics Limited | Annual General Meeting 2022 37
How to vote
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When the poll is open, select the vote icon at the top of the screen
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To vote, select either For, Against or Abstain
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You will see a vote confirmation
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To change or cancel your vote “click here to change your vote” at any time until the poll is closed
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Items of Business 2A Re-elect Mr Sam Sample as a Director FOR AGAINST ABSTAIN 2B Re-elect Ms Jane Citizen as a Director
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Nanosonics Limited | Annual General Meeting 2022 38
How to ask a question
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-
To ask a written question select the Q & A icon
-
Select the topic your question relates to from the drop-down list
-
Type your question in the text box and the send button press
-
To ask a verbal question follow the instructions below the broadcast window.
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Nanosonics Limited | Annual General Meeting 2022 39
DISCLAIMER
This presentation is intended to provide a general outline only and is not intended to be a definitive statement on the subject matter covered in it. The information in this presentation, whether written or verbal, has been prepared without taking into account the commercial, financial or other needs of any individual or organisation.
Certain information may relate to protected intellectual property rights owned by Nanosonics Limited (Nanosonics) and its subsidiaries (together the Group).
While due care has been taken in compiling the information based on the information available to Nanosonics at the date of this presentation material, neither Nanosonics nor its officers or advisors or any other person warrants the accuracy, reliability, completeness or timeliness of the information or guarantees the commercial or investment performance of the Group.
The information does not constitute advice of any kind and should not be relied on as such. Investors must make their own independent assessment of the Group and undertake such additional enquiries as they deem necessary or appropriate for their own investment purposes. Any and all use of the information is at your own risk.
No representation, warranty or assurance (express or implied) is given or made in relation to any forward looking statement or estimate by any person (including Nanosonics). In particular, no representation, warranty or assurance (express or implied) is given in relation to any underlying assumption or that any forward looking statement will be achieved. Actual future events may vary materially from the forward looking statements and the assumptions on which the forward looking statements are based.
Subject to any continuing obligations under applicable law or any relevant listing rules of the Australian Securities Exchange, Nanosonics disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in these materials to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in these materials shall under any circumstances create an implication that there has been no change in the affairs of the Group since the date of these materials.
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NanosNan o sonics Lnics Lim ted | Annual Gen i mited | Annual G e neral Meeting 2022ral Meeting 2022 40
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Nanosonics Limited Building A, Level 1, 11 Talavera Road Macquarie Park NSW 2113 Australia T +61 2 8063 1600 E [email protected]
www.nanosonics.com.au
ABN 11 095 076 896
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Nanosonics Limited | Annual General Meeting 2022 41