Announcement PDF ASX Announcement 29 September 2023 2023 Notice of Annual General Meeting Atomo Diagnostics Limited (ASX:AT1) today attaches its 2023 Notice of Annual General Meeting (AGM or Meeting), 2023 AGM Voting/ Proxy Form and a mailout to shareholders regarding the AGM. The AGM will take place on Thursday, 2 November 2023 at 10.00 am (AEDT). The AGM will be held in person at Level 1, 3 - 5 George Street Leichhardt NSW 2040. A webcast will be available for shareholders who cannot participate in person. To access the AGM webcast, please pre-register via the following link: https://us02web.zoom.us/webinar/register/1216945759593/WN_hMQFGUIETiexPP1_KtuFf A Directors encourage all shareholders to attend the AGM in person. This AGM is not a hybrid or virtual Meeting. Shareholders attending via the webcast will not be able to vote, ask questions or make comments during the Meeting; however, there are a number of ways that shareholders can express their views and ask questions. Please refer to the Notice of AGM for instructions on submitting questions, voting and appointing a proxy in advance of the Meeting. ~ ENDS ~ For more information, please contact: John Kelly Managing Director & CEO e. john.kelly@atomodiagnostics.com p. +61 401 922 279 Investor Queries investorqueries@atomodiagnostics.com This announcement was authorised by the Company Secretary. About Atomo Atomo is an Australian-headquartered medical device company supplying unique, integrated rapid diagnostic test (RDT) devices to the global diagnostic market. Atomo’s unique patented devices simplify testing procedures, enhance usability and improve reliability across rapid point-of-care (POC) and at-home testing applications. The Company has successfully commercialised a number of products across international markets and has supply agreements in place for testing applications targeting infectious diseases including COVID-19, HIV, viral vs bacterial differentiation and female health. See more at www.atomodiagnostics.com Atomo Diagnostics Limited ACN 142 925 684 Level 1, 3-5 George St Leichhardt NSW 2040 Notice of Annual General Meeting 2023 ANNUAL GENERAL MEETING Thursday, 2 November 2023 10.00am (AEDT) To be held in person at Level 1, 3 - 5 George Street, Leichhardt NSW 2040 A webcast of the meeting will be made available to shareholders ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 2023 Annual General Meeting Atomo Diagnostics Limited (Company or Atomo) gives notice that an Annual General Meeting (AGM) of Shareholders will be held on: Thursday, 2 November 2023 at 10.00 am (AEDT) The AGM will be held in person at: Level 1, 3 - 5 George Street Leichhardt NSW 2040 In addition, the Board will webcast the AGM. Details of the webcast will be made available to shareholders and other interested persons via the ASX Market Announcements Platform. This meeting is not a hybrid or virtual meeting. Shareholders attending via the webcast will not be able to vote, ask questions or make comments during the meeting. Directors encourage all shareholders to attend in person. VOTING ELIGIBILITY To be eligible to vote at the meeting, shareholders must be a registered Shareholder of the Company as of 7.00 pm on Tuesday, 31 October 2023. If more than one joint holder of shares participates in the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted. Option holders are not eligible to vote at the meeting. HOW CAN YOU VOTE If you are entitled to participate in and vote at the AGM, you can vote your shares in one of the following ways. Atomo reserves the right to declare a vote invalid if it is not received by one of the following methods: In person at the AGM. UNDIRECTED PROXIES The Directors unanimously recommend that Shareholders vote in favour of all resolutions. The Chairman intends to vote all undirected proxies IN FAVOUR of each resolution. VOTING BY PROXY To appoint a proxy, Shareholders should complete Section B of the enclosed Voting and Proxy Form. If no direction is given on an item or if Section A and Section B are both completed on the Voting and Proxy Form, your vote may be passed to the Chair of the AGM as your proxy. The Chair will vote in accordance with the voting intentions stated above. Shareholders may appoint a proxy or proxies to vote and act on their behalf at the AGM. A proxy need not be a Shareholder and can be an individual or a body corporate. You may appoint one or two proxies (but no more). If two proxies are appointed, you may specify the proportion or number of the votes each proxy is appointed to exercise. In accordance with Rule 17.1(b) of Atomo’s Constitution, if a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of those votes. Shareholders who have appointed a proxy may still participate in the meeting. The proxy is not revoked by the shareholder participating and taking part in the meeting, unless the shareholder actually votes at the meeting on a resolution for which the proxy is proposed to be used. Where more than one joint holder votes, the vote of the holder whose name appears first in the register of shareholders shall be accepted to the exclusion of the others, regardless of whether the vote is by proxy, by representative or by attorney. A proxy need not be a shareholder of the Company and may be an individual or a body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it: • appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) (the Act); and • provides satisfactory evidence of the appointment of its corporate representative to the Company at least 48 hours prior to commencement of the meeting. You may vote your shares online prior to the AGM. Go to: https://investorcentre.linkgroup.com To be effective, your votes must be received by Atomo no later than 10.00am (AEDT) on Tuesday, 31 October 2023. Shareholders may complete and return the enclosed Voting Form to ‘Vote Directly’ or ‘Appoint a Proxy’. ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 If such evidence is not received at least 48 hours prior to the commencement of the meeting, then the body corporate proxy (through its representative) will not be permitted to act as the shareholder’s proxy. Proxy forms (and if the appointment is signed by the appointer’s attorney, the original authority under which the appointment was signed or a certified copy of the Page 2 2023 Annual General Meeting authority) must be received by the Company’s share registry by 10:00 am (AEDT) on Tuesday, 31 October 2023 to be effective. Completed Voting Forms may be posted to: Atomo Diagnostics Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Alternatively, completed Voting and Proxy Forms may be faxed to +61 2 9287 0309. KEY MANAGEMENT PERSONNEL Under the Corporations Act 2001 (Cth), voting restrictions apply to Atomo’s key management personnel (KMP) and their closely related parties in relation to Resolutions 2, 5 and 6. KMP are those persons having authority and responsibility for planning, directing and controlling the activities of Atomo, directly or indirectly, including any director (whether executive or otherwise) of Atomo. The term “closely related party” in relation to a member of KMP includes a spouse, child (including a spouse’s child), dependents, and certain other close family members, as well as any companies the KMP controls. Please refer to the Explanatory Notes for more detail. If you intend to appoint a member of the KMP (other than the Chair of the meeting) or one of their closely related parties as your proxy or nominee, please ensure that you direct them on how to vote on Resolutions 2, 5 and 6, otherwise they may not be able to cast a vote as your proxy or nominee on these resolutions. ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 QUESTIONS AT THE MEETING The meeting is intended to give shareholders the opportunity to hear from the Chairman as well as the Managing Director & Chief Executive Officer, to discuss the financial year ended 30 June 2023, to give some insight into the Company’s prospects for the year ahead and provide an opportunity for shareholders to ask questions and make statements relevant to the Company. The Company welcomes shareholders’ questions at the meeting. However, in the interests of those present, questions or comments should be confined to items of business before the meeting and should be relevant to shareholders as a whole. Shareholders can submit questions and comments online prior to the AGM via: registrars@linkmarketservices.com.au Questions and comments sent online must be received by Atomo no later than 5.00 pm (AEDT) on Tuesday, 31 October 2023. CONTACT US Shareholders are encouraged to call Atomo’s share registry, Link Market Services (Link), if you have any questions regarding submitting your votes, the AGM or your holding, by phoning 1300 554 474 (within Australia) or +61 1300 554 474 (Overseas). Page 3 2023 Annual General Meeting Items of Business 1. FY23 Financial Report Explanatory Notes which form part of the Notice of Meeting, is approved.” To receive and consider the financial statements of the Company and the reports of the Directors and auditors for the year ended 30 June 2023. 2. Voting exclusion statement The Company will disregard any votes cast on Resolution 3 by or on behalf of a person who participated in the Placement or any associates of those persons. Resolution 1: Re-election of a Director – Dr Cheri Walker However, this does not apply to a vote cast in favour of Resolution 3 by: To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 14.4, clause 20.3 of the Company’s Constitution and for all other purposes, Dr Cheri Walker, who was appointed by the Board on 15 November 2022, and being eligible, is re-elected a Director of the Company.” • 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 • 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 • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: Details of the qualifications and experience of Dr Walker and the recommendation of the Board in relation to his election are set out in the attached Explanatory Notes. 3. Resolution 2: Remuneration Report To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution: “That the Remuneration Report for the year ended 30 June 2023 be adopted.” This is a non-binding advisory vote. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 3: • • by or on behalf of a member of the Company’s key management personnel (KMP) named in the Company’s Remuneration Report for the year ended 30 June 2023 or their closely related parties, regardless of the capacity in which the vote is cast; or as a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their closely related parties, unless the vote is cast as proxy for a person entitled to vote on Resolution 2: 4. • in accordance with a direction in the proxy form; or • by the Chairman of the meeting pursuant to an express authorisation on the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of the KMP. Resolution 3: Ratification of Issue of Placement Shares To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 34,977,932 shares (Placement Shares) on the terms described in the ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 5.  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  The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4: Ratification of Issue of Options To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 6,668,333 options under the Company’s Employee Option Plan on the terms described in the Explanatory Notes which form part of the Notice of Meeting, is approved.” Voting exclusion statement The Company will disregard any votes cast on Resolution 4 by or on behalf of employees who received the 6,668,333 options under the Company’s Employee Option Plan or any associates of those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: • 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 • 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 • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:  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 Page 4 2023 Annual General Meeting  6. Voting exclusion statement The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will disregard any votes cast on Resolution 6 by or on behalf of: Resolution 5: Approval of Employee Option Plan To consider and, if thought fit, pass the following resolution as an ordinary resolution: • John Kelly; or • An associate of John Kelly However, this does not apply to a vote cast in favour of Resolution 6 by: “That for the purposes of ASX Listing Rule 7.2 Exception 13(b) and for all other purposes, the Company’s Employee Option Plan, the terms of which are described in the Explanatory Notes which form part of the Notice of Meeting, is approved.” • 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 • 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 • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: Voting exclusion statement The Company will disregard any votes cast on Resolution 5 by or on behalf of any person who is eligible to participate in the Employee Option Plan or any associate of those persons.  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  The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. However, this does not apply to a vote cast in favour of Resolution 5 by: • 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 • 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 • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:  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  The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast by KMP or their closely related parties regardless of the capacity in which the vote is cast, unless the vote is cast as proxy for a person entitled to vote on Resolution 5: 7. • in accordance with a direction in the proxy form; or • by the Chairman of the meeting pursuant to an express authorisation on the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of KMP. Resolution 6: Issue of Options to Managing Director & Chief Executive Officer John Kelly To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 366,666 unquoted options to John Kelly under the Atomo Employee Option Plan on the terms described in the Explanatory Notes which form part of the Notice of Meeting, is approved.” ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast by KMP or their closely related parties regardless of the capacity in which the vote is cast, unless the vote is cast as proxy for a person entitled to vote on Resolution 6: 8. • in accordance with a direction in the proxy form; or • by the Chairman of the meeting pursuant to an express authorisation on the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of a member of KMP. Resolution 7: Additional 10% Placement Capacity To consider and, if thought fit, pass the following resolution as a special resolution: “That for the purposes of ASX Listing Rule 7.1A and for all other purposes, the issue of up to an additional 10% of the Company’s issued capital at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms described in Explanatory Notes which form part of the Notice of Meeting, is approved.” Voting exclusion statement The Company will disregard any votes cast on Resolution 7 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 7 by: • 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 Page 5 2023 Annual General Meeting • 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 • A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:  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  The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BY ORDER OF THE BOARD 29 September 2023 Maria Clemente Company Secretary ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 Page 6 2023 Annual General Meeting Explanatory Statement These Explanatory Notes form part of the Notice of Meeting and are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions. The Directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to these resolutions. FY23 FINANCIAL REPORTS This item of business provides a reasonable opportunity for shareholders to comment on and ask questions on the financial statements and reports for the financial year ended 30 June 2023 and on the business, operations and management of Atomo. There will also be an opportunity to ask questions of the Company’s auditor. All shareholders can view the Company’s 2023 Annual Report (which contains the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the year ended 30 June 2023) on the Company’s website at: www.atomodiagnostics.com Shareholders who have previously elected to receive a hard copy of the Company’s Annual Report will receive the document in the mail. RESOLUTION 1: RE-ELECTION OF DIRECTOR Pursuant to clause 20.3 of the Company’s Constitution, a Director appointed by the Board at any time, except during a general meeting, automatically retires at the next annual general meeting (AGM) and is eligible for re-election. Pursuant to ASX Listing Rule 14.4 and clause 20.6(b), any Director appointed as an addition to the Board must not hold office (without re-election) past the next AGM following that Director's appointment. Accordingly, Dr Walker retires from office and is eligible for re-election as a Director of the Company. Background checks were conducted prior to Dr Walker’s appointment which did not raise any adverse findings. If shareholders do not approve the re-election of Dr Walker, she will cease to be a Director at the conclusion of the AGM. Dr Walker is currently the President and Chief Executive Officer of Rhinostics Inc and has more than two decades of experience in life science tools and medical diagnostics with companies ranging from startups to global businesses. In corporate development roles, she has bought or sold more than 45 companies in addition to building extensive partnership relationships. Beyond Rhinostics, Dr Walker’s startup experience includes the position of CFO at Kailos Genetics and director at Diatherix, Cell IDx and Brick Bio, plus consulting with many early-stage companies. The Board greatly values Dr Walker’s extensive experience across life sciences and medical diagnostics and supports Dr Walker’s re-election. Directors’ Recommendation The Board, with Dr Walker abstaining, recommend that shareholders vote IN FAVOUR of the re-election of Dr Walker. RESOLUTION 2: REMUNERATION REPORT In accordance with section 250R(2) of the Corporations Act 2001 (Cth), the Board is presenting the Company’s Remuneration Report for the year ended 30 June 2023 to shareholders for consideration and adoption by a non-binding vote. The Remuneration Report was published on 24 August 2023 and is available on the Company’s website (www.atomodiagnostics.com). The Remuneration Report:  explains the Board’s policies in relation to the objectives and structure of Atomo’s remuneration system;  discusses the relationship between remuneration outcomes and returns to shareholders;  provides details of performance conditions, why they were chosen and how performance is measured against them; and  sets out the remuneration arrangements for each Director and each other member of the KMP of the Company. Shareholders will have a reasonable opportunity to ask questions and comment on the Remuneration Report at the AGM. The vote on this resolution is advisory only and does not bind the Directors or the Company. Nevertheless, the Board will take into account the outcome of the vote when considering the future remuneration arrangements of the Company. ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 Page 7 2023 Annual General Meeting The Corporations Act (Cth) prohibits certain persons from voting on this item of business. The voting exclusion statement relating to this item of business is set out on page 4 of the Notice of Meeting. Directors’ Recommendation Noting that each Director has a personal interest in their own remuneration from the Company as such interests are described in the Remuneration Report and each Director (or any closely related party of a Director) is excluded from voting on this resolution as set out in the voting exclusion statement on page 5 of the Notice of Meeting, the Directors unanimously recommend that shareholders vote IN FAVOUR of Resolution 2. RESOLUTION 3: RATIFICATION OF ISSUE OF PLACEMENT SHARES As announced on 13 July 2023, the Company undertook a capital raising by way of a placement of fully paid ordinary shares to institutional investors (Placement Shares) and a share purchase plan. 34,377,932 Placement Shares were issued on 19 July 2023 utilising the Company’s existing 15% placement capacity under ASX Listing Rule 7.1. The Company seeks to ratify the issue of the Placement Shares to restore its capacity to issue up to 15% of its issued capital. Broadly speaking, ASX Listing Rule 7.1 provides that a listed entity must not, subject to specified exceptions, issue equity securities, or agree to issue equity securities, without the approval of shareholders, if the number of equity securities to be issued in the 12-month period following the issue date (Relevant Period) exceeds 15% of the issued capital of the entity preceding the issue. The issue of the Placement Shares without shareholder approval does not fit within any of the exceptions to ASX Listing Rule 7.1 and accordingly utilised part of the Company’s 15% placement capacity. ASX Listing Rule 7.4 allows shareholders to approve an issue of equity securities after it has been made or agreed to be made. If shareholders provide such an approval, the issue is taken to have been approved under ASX Listing Rule 7.1 and therefore does not reduce the Company’s capacity to issue further equity securities without approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain shareholder approval under ASX Listing Rule 7.1. To this end, Resolution 4 seeks shareholder approval of the issue of Placement Shares for the purposes of ASX Listing Rule 7.4. If Resolution 3 is passed, the Placement Shares will be excluded from the calculation of the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities that the Company can issue without Shareholder approval during the Relevant Period. If Resolution 3 is not passed, the Placement Shares will be included in the calculation of the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without shareholder approval during the Relevant Period. The following information is provided in accordance with ASX Listing Rule 7.5: 1. 34,377,932 Placement Shares were issued on 19 July 2023. 2. The Placement Shares were issued for a total cash consideration of $1.25m being $0.036 per share. 3. The Placement Shares were allotted by the Company to institutional and sophisticated investors selected by Bell Potter as lead manager of the capital raising. 4. The Placement Shares, when issued, ranked equally with all other shares on issue at the time and had the same rights and entitlements as currently issued shares. 5. Funds raised will be used to expand and accelerate sales, marketing, business development and new product registration activities with a focus on the US market. 6. A voting exclusion statement is set out on page 4 of the Notice of Meeting. Directors’ Recommendation The Directors unanimously recommend that shareholders vote IN FAVOUR of Resolution 3. RESOLUTION 4: RATIFICATION OF ISSUE OF OPTIONS The Company issued unquoted options to employees under its Employee Option Plan (Employee Options) outside the three-year period following the lodgement of the Company’s IPO Prospectus which disclosed the terms of the Employee Option Plan and the maximum number of securities proposed to be issued under the Plan for the purposes of ASX Listing Rule 7.2 Exception 13(a). As the Employee Options were not issued with shareholder approval and did not rely on any of the exceptions to ASX Listing Rule 7.1 as specified in ASX Listing Rule 7.2, they utilised part of the Company’s 15% placement capacity limit. ATOMO DIAGNOSTICS LIMITED ABN 37 142 925 684 Page 8 2023 Annual General Meeting As explained in the above notes to Resolution 3, ASX Listing Rule 7.4 allows shareholders to approve an issue of equity securities after it has been made or agreed to be made. The Company seeks to ratify the issue of the Employee Options to restore its capacity to issue up to 15% of its issued capital without approval under ASX Listing Rule 7.1. If Resolution 4 is passed, the Employee Options will be excluded from the calculation of the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities that the Company can issue without Shareholder approval during the Relevant Period. If Resolution 4 is not passed, the Employee Options will be included in the calculation of the Company’s 15% limit in ASX Listing Rule 7.1,