Announcement PDF 28 October 2024 Dear Shareholder 2024 Annual General Meeting – Notice of Meeting and Proxy Form Resonance Health Ltd is convening its 2024 Annual General Meeting (AGM) of Shareholders to be held on Thursday, 28 November 2024 at 10:00 am (WST) at the Conference Room, Level 2, QV1 Building, 250 St Georges Terrace, Perth, Western Australia, 6000. The Company will not be dispatching physical copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. A copy of the Notice of AGM (Notice) is available at the following link: https://www.resonancehealth.com/investor/asx/ You may vote by attending the AGM in person, or by proxy, or by appointing an authorised representative. Voting in Person To vote in person, attend the AGM on the date and at the place as set out above. Shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the AGM, so that the Company may check each Shareholder’s holding against the Company’s share register and note attendance. Voting by Proxy Appointment of Proxy: Shareholders who are entitled to attend and vote at the AGM, may appoint a proxy to act generally at the AGM and to vote on their behalf. The proxy does not need to be a Shareholder. A Shareholder who is entitled to cast two or more votes may appoint two proxies and should specify the proportion of votes each proxy is entitled to exercise. If a Shareholder appoints two proxies but does not specify the proportion or number of votes to be cast by those proxies, each proxy may exercise half of the Shareholder's votes. Voting by proxy: A Shareholder can direct their proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the voting directions on the proxy section of the Proxy Form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that Resonance Health Web www.resonancehealth.com General inquiries info@resonancehealth.com T + 61 8 9286 5300 F +61 8 9286 5399 Head Office 141 Burswood Road, Burswood, WA, 6100, AUSTRALIA Postal address PO Box 108, Victoria Park, WA, 6979, AUSTRALIA LinkedIn Resonance Health Ltd Twitter @ResonanceHealth are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Form. Proxy Forms must be received by 10:00 am (WST) on Tuesday, 26 November 2024. Details on how to lodge your Proxy Form can be found in the enclosed Proxy Form. If you have any questions about your Proxy Form, please contact the Company Secretary by telephone at +61 8 9286 5300 or by email at: mitchellw@resonancehealth.com The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser. Yours faithfully Mitchell Wells Non-executive Director & Company Secretary Resonance Health Ltd Resonance Health Web www.resonancehealth.com General inquiries info@resonancehealth.com T + 61 8 9286 5300 F +61 8 9286 5399 Head Office 141 Burswood Road, Burswood, WA, 6100, AUSTRALIA Postal address PO Box 108, Victoria Park, WA, 6979, AUSTRALIA LinkedIn Resonance Health Ltd Twitter @ResonanceHealth RESONANCE HEALTH LTD ACN 006 762 492 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:00 a.m. WST DATE: 28 November 2024 PLACE: Conference Room Level 2, QV1 Building 250 St Georges Terrace PERTH WA 6000 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00 a.m. WST on 26 November 2024. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 2 – RE-ELECTION OF MR SIMON PANTON To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Simon Panton, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – RE-ELECTION OF DR TRAVIS BARONI To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Dr Travis Baroni, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 5 – ADOPTION OF INCENTIVE AWARDS PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to maximum of 22,344,646 Securities under the employee incentive scheme titled ‘Incentive Awards Plan’, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 1690-04/3523692_6 1 7. RESOLUTION 6 – APPROVAL OF FINANCIAL ASSISTANCE BY TRIALSWEST FOR TRIALSWEST ACQUISITION To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, pursuant to and in accordance with section 260B(2) of the Corporations Act and for all other purposes, approval is given for TrialsWest to provide financial assistance to the Company via the NAB Facility with respect to the TrialsWest Acquisition on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 7 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NON-EXECUTIVE DIRECTORS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause 14.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the total aggregate amount of fees payable to non-executive Directors from $250,000 per annum to $450,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 9. RESOLUTION 8 – REPLACEMENT OF CONSTITUTION To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of section 136(2) and section 648G of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.” Dated: 28 October 2024 By order of the Board Mr Mitchell Wells Non-executive Director & Company Secretary Resonance Health Ltd 1690-04/3523692_6 2 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report Resolution 5 - Adoption of Incentive Awards Plan Resolution 7 - Increase in Total Aggregate Remuneration for Non-Executive Directors A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: Resolution 1 - Adoption of Remuneration Report Resolution 5 - Adoption of Incentive Awards Plan Resolution 7 - Increase in Total Aggregate Remuneration for Non-Executive Directors A Director or an associate of that person or those persons. A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. A Director or 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 a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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: (i) 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 1690-04/3523692_6 3 (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on + 61 8 9286 5300 or mitchellw@resonancehealth.com 1690-04/3523692_6 4 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.resonancehealth.com/investor/. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 1690-04/3523692_6 5 3. RESOLUTION 2 - RE-ELECTION OF MR SIMON PANTON 3.1 General Listing Rule 14.4 and clause 14.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement. Mr Simon Panton, having held office without re-election since 25 November 2021 and being eligible, retires by rotation and seeks re-election. Further information in relation to Mr Panton is set out below. Qualifications, experience and other material directorships Mr Panton has been a major shareholder of Resonance Health since 2008 and joined the board in 2009 as he is strong believer in liver health technologies. Mr Panton started and ran his own successful small business for over 15 years and brings skills in business and marketing. He has experience in the property industry, financial markets and the acquisition and disposal of investments. He currently manages assets and projects associated within family holdings. Mr Panton is a member of the Audit & Risk Committee and a member of the Remuneration & Nomination Committee. Mr Panton currently holds no other directorships in ASX listed companies. 3.2 Term of office Mr Panton has served as a Director since 5 October 2009 and was last re-elected on 25 November 2021. Independence If re-elected, the Board considers that Mr Panton will not be an independent Director. Board recommendation Having received an acknowledgement from Mr Panton that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Mr Panton since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Panton) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Panton will be re-elected to the Board as a Non-Executive Director. If this Resolution is not passed, Mr Panton will not continue in their role as a Non-Executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 4. RESOLUTION 3 - RE-ELECTION OF DR TRAVIS BARONI 4.1 General Listing Rule 14.4 and clause 14.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement. Dr Travis Baroni, having held office without re-election since 24 November 2022 and being eligible, retires by rotation and seeks re-election. 1690-04/3523692_6 6 Further information in relation to Dr Baroni is set out below. Qualifications, experience and other material directorships Dr Baroni has broad experience across industrial research, commercialisation of technology, asset valuations and investment banking services. He has a bachelor's degree in science (Hons) and PhD in applied physics from The University of Western Australia and managed innovation development and technology strategy in a large company setting as well as being an active investor in early-stage investments. He has worked in investment banking, providing advisory services to equity capital market transactions, corporate research and valuations to clients. Dr Baroni is Chair of the Audit & Risk Committee and a member of the Remuneration & Nomination Committee. Dr Baroni currently holds no other directorships in ASX listed companies. 4.2 Term of office Dr Baroni has served as a Director since 25 November 2016 and was last re-elected on 24 November 2022. Independence If re-elected, the Board considers that Dr Baroni will be an independent Director. Board recommendation Having received an acknowledgement from Dr Baroni that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Dr Baroni since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Dr Baroni) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Dr Baroni will be re-elected to the Board as a Non-Executive Director. If this Resolution is not passed, Dr Baroni will not continue in their role as a Non-Executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE 5.1 General This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). The Company is an Eligible Entity. 5.2 Technical information required by Listing Rule 14.1A For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution. If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. 1690-04/3523692_6 7 If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. 5.3 Technical information required by Listing Rule 7.3A REQUIRED INFORMATION DETAILS Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: Minimum price (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. Use of funds The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new businesses, assets and investments (including expenses associated with such an acquisition), continued R&D expenditure on the Company’s current projects, and for the continued development of the Company’s current business and general working capital. Risk of economic and voting dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 24 September 2024. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. 1690-04/3523692_6 8 REQUIRED INFORMATION DETAILS DILUTION Issue Price Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)* Shares issued – 10% voting dilution $0.030 $0.060 $0.09 50% decrease Issue Price 50% increase Funds Raised Current 446,892,928 44,689,292 $1,340,678 $2,681,357 $4,022,036 50% increase 670,339,392 67,033,939 $2,011,018 $4,022,036 $6,033,054 100% increase 893,785,856 89,378,585 $2,681,357 $5,362,715 $8,044,072 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 446,892,928 Shares on issue as at the date of this Notice. 2. The issue price set out above is the closing market price of the Shares on the ASX on 24 September 2024 (being $0.060). 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: Allocation policy under 7.1A Mandate 1690-04/3523692_6 (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. 9 REQUIRED INFORMATION DETAILS The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: Previous approval under Listing Rule 7.1A.2 (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial po