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Notice of Annual General Meeting Explanatory Statement and Proxy Form
Wednesday, 16 November 2022
9.30am (Adelaide Time, ACDT)
Adelaide Festival Centre,
Bionomics Limited Notice of Annual General Meeting 1
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (AGM or Meeting) of Shareholders of Bionomics Limited (Company) will be held on Wednesday, 16 November 2022 at 9.30am (ACDT).
Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to shareholders as to how the communication from the Company can be received. The Company will not be dispatching physical copies of meeting documents and notices, including the Notice of Meeting for the AGM, unless you request a physical copy to be posted to you.
The Notice of Meeting, accompanying explanatory statement and Annual Report ( Meeting Materials ) are being made available to shareholders electronically. This means that:
-You can access the Meeting Materials online at the Company's website www.bionomics.com.au or at the Company's share registry's online voting site, Investor Vote at www.investorvote.com.au.
-A complete copy of the Meeting Materials has been posted to the Company's ASX Market Announcements page at www.asx.com.au under the Company's ASX code BNO .
-If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form.
Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at www.investorcentre.com. If you have not yet registered, you will need your shareholder information including SRN/HIN details
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting, being 9.30am (ACDT) on Monday, 14 November 2022. To lodge your proxy, please follow the directions on your personalised proxy form.
The Company will conduct a poll on each resolution presented at the Meeting. The Company is happy to accept and answer questions submitted prior to the Meeting by email to cosec@bionomics.com.au. The Company will address relevant questions during the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement to ASX.
Bionomics Limited Notice of Annual General Meeting 2
Registered office: 200 Greenhill Road, Eastwood, SA 5063
The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.
Receipt and consideration of Accounts & Reports
To receive and consider the Financial Report of the Company and the Directors' Report (including the Remuneration Report) and Auditor's Report as set out in the Company's Annual Report for the financial year ended 30 June 2022.
Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business.
Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 June 2022 be adopted.
Resolution 2: Re-election of Mr Alan Fisher as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, Mr Alan Fisher, who retires by rotation as a Director in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible, and offering himself for re-election, be re-elected as a Director of the Company.
Resolution 3: Approval of issue of Shares Future Placement Facility
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of up to 900 million Future Placement Shares (represented by American Depositary Shares) at an issue price of not less than 80% of the VWAP of Shares calculated over the last five days on which sales of Shares were recorded prior to the date the Company releases to ASX an announcement regarding a placement of Future Placement Shares, to institutional, professional, sophisticated and other investors, on the terms and conditions described in the Explanatory Statement.
Resolution 4: Approval of 10% Placement Facility
To consider and, if thought fit, pass the following resolution as a special resolution:
That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement
By the order of the Board
Dated: 14 October 2022
Bionomics Limited Notice of Annual General Meeting - Agenda 3
1.Entire Notice: The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.
2.Record Date: The Company has determined that for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (ACDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.
(a)Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
(b)Each Shareholder has a right to appoint one or two proxies.
(c)A proxy need not be a Shareholder of the Company.
(d)If a Shareholder is a company, it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.
(e)Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
(f)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 half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
(g)A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with the corporation's constitution and the Corporations Act.
(h)To be effective, Proxy Forms must be received by the Company's share registry (Computershare Investor Services Pty Ltd) no later than 48 hours before the commencement of the Annual General Meeting, being no later than 9:30am (ACDT) on Monday, 14 November 2022. Any proxy received after that time will not be valid for the AGM.
(a)Shareholders may also cast their vote via proxy online by visiting www.investorvote.com.au (and by following the instructions set out on the website). Shareholders who elected to receive their Notice of Meeting and Proxy Form electronically or have provided the Company with their email address will have received an e-mail with a link to the Computershare site.
(b)Shareholders will need a specific six-digit Control Number to vote online. This number is located on the front of the Proxy Form sent to Shareholders who were not included in the email broadcast.
(c)For custodian voting for Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions.
5.Corporate Representative
Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
6.How the Chair will vote Undirected Proxies
Subject to the restrictions set out in Notes 7 and 8 below, the Chair of the Meeting will vote undirected proxies in favour of all of the proposed Resolutions.
To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 and 3, if the person is either a member of the Company's Key Management Personnel (whose remuneration is disclosed in the Remuneration Report) or a Closely Related Party of such a member and the appointment does not specify the way the proxy is to vote on the Resolution. However, the proxy may vote if the proxy is the Chair and the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 and 3 by signing and returning the Proxy Form (including via an online voting facility), you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
7.Voting Exclusion Statements:
In accordance with section 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member (KMP voter). However, the KMP voter may cast a vote on Resolution 1 as a proxy for a person who is not a KMP voter and either:
(a)the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or
(b)the KMP voter is the Chair of the Meeting and the appointment of the Chair as proxy:
a.does not specify the way the proxy is to vote on Resolution 1; and
b.expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or the consolidated entity.
If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
Bionomics Limited Notice of Annual General Meeting - Agenda 4
If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
There are no voting exclusions on these Resolutions.
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a)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 Shareholder); or
(b)any associates of any of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction 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:
a.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
b.the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
As at the date of dispatch of this Notice, the Company is not proposing to make an issue of equity securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.
However, if, between the date of dispatch of this Notice and the date of the AGM, the Company proposes to make an issue of equity securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of Resolution 4 by or on behalf of:
(a)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 or ordinary securities in the Company); or
(b)an associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction 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:
a.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
b.the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
8.Special Resolutions
Resolution 4 is proposed as a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the Resolution by Shareholders (by number of Shares) must be in favour of the Resolution.
Shareholders are invited to contact the Company Secretary, Suzanne Irwin at CoSec@bionomics.com.au if they have any queries in respect of the matters set out in these documents.
Bionomics Limited Notice of Annual General Meeting - Agenda 5
EXPLANATORY STATEMENT
Purpose of Information
This Explanatory Statement (Explanatory Statement) accompanies and forms part of the Company's Notice of Annual General Meeting (Notice) for the 2022 Annual General Meeting (Meeting) will be held at Banquet Room, Adelaide Festival Centre, King William Road. Adelaide SA 5000, at 9.30am (ACDT) on Wednesday, 16 November 2022.
The Notice incorporates, and should be read together, with this Explanatory Statement.
Receipt and consideration of Accounts & Reports
A copy of the Annual Report for the financial year ending 30 June 2022 which incorporates the Company's Financial Report, Directors' Report (including the Remuneration Report and the Auditor's Report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at +61 8 8150 7400, and you may request that this occurs on a standing basis for future years.
Alternatively, you may access the Annual Report at the Company's website: https://www.bionomics.com.au/ or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.
Shareholders will have the opportunity to ask questions about or make comments on the 2022 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company's 2022 Annual Financial Statements.
Resolution 1: Adoption of Remuneration Report
Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report is set out in the Directors' Report in the Company's 2022 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior executives of the Company.
In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.