Full Press Release Details
Notice of General Meeting
Explanatory Statement and Proxy Form
Tuesday, 21 February 2023
8:30 am (Adelaide Time, ACDT)
This meeting will be held virtually via an online platform. Further information regarding participation in the meeting is set out on page 2 of this document. If you are a Shareholder who wishes to attend and participate in the virtual meeting, please follow the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting (Meeting) of Shareholders of Bionomics Limited (Company) will be held virtually by an online meeting platform on Tuesday, 21 February 2023 at 8:30 am (ACDT).
Legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to Shareholders as to how the communications from the Company can be received. The Company will not be dispatching physical copies of meeting documents and notices, including the Notice of Meeting, unless you request a physical copy to be posted to you.
The Notice of Meeting and accompanying Explanatory Statement (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 as a member of Investor Centre, you will need your Shareholder information including SRN/HIN details.
Lodging your vote before the Meeting
If you elected to receive your Notice of Meeting and voting form electronically and have provided Computershare with your email address, you will have received an email with a link to the Computershare Investor Vote website: www.investorvote.com.au. You will need your SRN/HIN and your postcode, or country of the registered holding for non-Australian holders, to submit your proxy appointment.
Shareholders who have not elected to receive their Notices of Meetings electronically will either receive a paper Notice and Access communication in the mail that will provide details on how to access the Notice of Meeting online or, if elected, a paper Notice of Meeting and proxy form.
Proxies may be lodged in the following ways:
Online www.investorvote.com.au
(by following the instructions set out on the website)
Facsimile (in Australia) 1800 783 447
(outside Australia) +61 3 9473 2555
Mail Bionomics Share Registrar
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne, Victoria 3001
A proxy appointment (and the power of attorney or other authority under which it is signed, if any) must be received by Computershare's Share Registry, no later than being 8:30 am (ACDT) on Sunday, 19 February 2023.
Intermediary Custodian voting: for intermediary online subscribers only (Custodians), please submit your voting intentions at www.intermediaryonline.com.
The Company will conduct a poll on each resolution presented at the Meeting.
How to participate in the Meeting
You can participate in the Meeting online using your smartphone, tablet or computer. To participate:
1)Go to the following website: https://meetnow.global/MYV2T4W.
2)Click on Join Meeting Now'.
3)Enter your SRN/HIN. Proxyholders will need to contact Computershare prior to the Meeting to obtain their login details.
4)Enter your postcode registered to your holding if you are an Australian Shareholder. If you are an overseas Shareholder, select the country of your registered holding from the drop-down list.
5)Accept the Terms and Conditions and Click Continue'.
Online registration will open one hour before the Meeting. You can view the Meeting live and also ask questions and cast direct votes at the appropriate times while the meeting is in progress. Follow the instructions on the screen to view the Meeting, ask a question and cast your vote. We have also prepared a detailed Computershare Meeting Online User Guide which is available at www.computershare.com.au/virtualmeetingguide.
You do not need to be a Shareholder or proxyholder to view the Meeting online. Access the Meeting using the above website address and select the option to register as a 'Guest'. Only Shareholders who validly login to the online Meeting can ask questions and vote. If you are a Shareholder and wish to lodge your vote in advance of the Meeting, you can do so online at www.investorvote.com.au.
How to ask Questions
We welcome questions from Shareholders before and during the Meeting. Questions should relate to matters relevant to the business of the Meeting.
To ask a question before the Meeting
Shareholders can submit their questions in advance of the meeting by submitting a question when voting online prior to the Meeting (at www.investorvote.com.au).
To ask a question during the Meeting
If you are attending online at https://meetnow.global/MYV2T4W, then follow the instructions in the platform on how to ask a question. The Chair of the Meeting will endeavour to address the more frequently raised themes during the course of the Meeting. Please note that individual responses will not be sent to Shareholders.
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).
Technical Difficulties
Technical Difficulties may arise during the course of the virtual Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected.
Where the Chair considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by 8:30 am (ACDT) on Sunday, 19 February 2023 even if they plan to attend online.
Any Shareholders who wish to attend the Meeting virtually should therefore monitor the Company's website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: BNO) and on its website at www.bionomics.com.au.
This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.
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.
Resolution 1: Proposed Issue of Options to Dr Spyridon Papapetropoulos
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 27,067,015 Options to Dr Spyridon Papapetropoulos pursuant on the terms described in the Explanatory Statement is approved.
Resolution 2: Proposed Issue of Options to Dr Errol De Souza
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 10,000,000 Options to Dr Errol De Souza on the terms described in the Explanatory Statement is approved.
Resolution 3: Approval of termination benefits to Dr Spyridon Papapetropoulos
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That for the purposes of Part 2D.2 (including sections 200B and 200E) of the Corporations Act, ASX Listing Rule 10.19 and for all other purposes, approval is given for the provision of benefits to Dr Spyridon Papapetropoulos or his nominee under the Papapetropoulos Employment Agreement in connection with a loss of position or office, on the terms set out in the Explanatory Statement.
Resolution 4: Ratification of the prior issue of 115,384,680 Shares pursuant to the US Public Offering
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, Shareholders ratify the issue of 115,384,680 Shares pursuant to the US Public Offering, on the terms and conditions set out in the Explanatory Statement.
By the order of the Board
Dated: 18 January 2023
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 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 Meeting. Only those persons will be entitled to vote at the Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
(a)Votes at the 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 of 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 Meeting, being no later than 8:30 am (ACDT) on Sunday, 19 February 2023. Any proxy received after that time will not be valid for the Meeting.
(a)Shareholders may also cast their vote 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 and 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 Note 7 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, 2 or 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 Chair 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, 2 or 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:
The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a)Dr Papapetropoulos and any other person who will obtain a material benefit as a result of the issue of the Options (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b)any associate 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.
A vote on Resolution 1 must not be cast as a proxy by or on behalf of any of the following persons:
(a)a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
(b)a Closely Related Party of such a member.
However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:
(a)the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b)the person 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 the Resolution; and
b.expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.