Announcement PDF 1 ATOMOS LIMITED ACN 139 730 500 NOTICE OF ANNUAL GENERAL MEETING TAKE NOTICE that the Annual General Meeting of Shareholders of Atomos Limited ACN 139 730 500 (Atomos or Company) (ASX:AMS) will be held at the time, date and place specified below: Time: 10.00 am (AEDT) Date: Friday, 14 November 2025 Place: Level 15, 25 Bligh Street, Sydney NSW 2000 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 accountant, lawyer or other professional adviser prior to voting. Shareholders are urged to attend or vote by lodging the Proxy Form attached to this Notice. The Company will ensure that all Shareholders have an opportunity to participate at the Meeting by the following means: • Shareholders have the ability to ask questions in advance of the meeting by sending their questions by Thursday, 6 November 2025 to cosec@atomos.com. 2 2025 Notice of Annual General Meeting Notice is given that the 2025 Annual General Meeting (AGM or Meeting) of the Shareholders of Atomos will be held at 10.00am (AEDT) on Friday, 14 November 2025. The Explanatory Memorandum provides additional information on the matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form should be read together with and form part of this Notice. Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in the Glossary in the Explanatory Memorandum. AGENDA GENERAL BUSINESS Financial Statements and Reports To receive the Annual Report of the Company and its controlled entities for the year ended 30 June 2025 which includes the Financial Statements, Directors’ Report and Auditor’s Report of the Company and its controlled entities for the year ended 30 June 2025 and to provide Shareholders with the opportunity to ask question of the Directors or Auditor concerning those reports or the business and operations of the Company. RESOLUTIONS Resolution 1: Adoption of the Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following as a non-binding advisory Resolution: “That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2025 is received, approved and adopted”. Notes: - In accordance with section 250R of the Corporations Act, the vote on this Resolution will be advisory only and will not bind the Directors or the Company. - A voting exclusion statement applies to this Resolution, as set out in the Explanatory Memorandum. Resolution 2: Re-election of Director To consider and, if thought fit, to pass, with or without amendment, following as an Ordinary Resolution: “That, in accordance with clause 58.2 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr James Joughin who, being eligible, offers himself for re-election, is re-elected as a Director of the Company”. Resolution 3: Approval of 10% Placement Capacity under ASX Listing Rule 7.1A To consider and, if thought fit, to pass, with or without amendment, the following as a Special Resolution: 3 ‘’That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Company’s capacity to issue up to an additional 10% of its issued equity securities, on such terms and conditions more particularly described in the Explanatory Memorandum, is approved.’’ Note: A voting exclusion statement applies to this Resolution, as set out in the Explanatory Memorandum. Resolution 4: Approval of Atomos Employee Incentive Plan Rules To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary Resolution: “That for the purposes of Listing Rule 7.2, Exception 13, and for all other purposes, approval is given for the issue of securities under the Company’s Employee Incentive Plan Rules on the terms and conditions outlined in the Explanatory Memorandum. Note: A voting exclusion statement applies to this Resolution, as set out in the Explanatory Memorandum. Resolution 5: Ratification of prior issue of Options under the Atomos Employee Incentive Plan To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratify the issue of 131,500,000 Options issued on 2 July 2025 under the Company’s Employee Incentive Plan under the Company’s Listing Rule 7.1 issue capacity, on such terms and conditions more particularly described in the Explanatory Memorandum.” Note: A voting exclusion statement applies to this Resolution, as set out in the Explanatory Memorandum. Resolution 6: Issue of Options to Peter Barber under the Atomos Employee Incentive Plan To consider and, if thought fit, to pass, with or without amendment, the following as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 16,128,982 Options to Mr Peter Barber, the Chief Executive Officer and Executive Director of the Company, on the terms and conditions outlined in the Explanatory Memorandum and otherwise on the terms and conditions of the Atomos Employee Incentive Plan, is approved.” Note: A voting exclusion statement applies to this Resolution, as set out in the Explanatory Memorandum. BY ORDER OF THE BOARD Natalie Climo Company Secretary 15 October 2025 4 NOTES 1. Explanatory Memorandum The Explanatory Memorandum forms part of the Notice convening the Meeting of Shareholders of Atomos and should be read in in conjunction with the Notice. 2. Who may vote In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that a person’s entitlement to attend and vote at the Meeting will be those persons set out in the Register of Shareholders as at 7.00 pm (AEDT) on Wednesday, 12 November 2025. 3. Proxy Voting A Shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend (virtually) and vote on behalf of that Shareholder at the Meeting. (a) A proxy need not be a Shareholder (b) If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder. (c) If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands. (d) Where two proxies are appointed, any fractions of votes cast resulting from the appointment of two proxies will be disregarded. (e) A Proxy Form accompanies this Notice. (f) Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting. (g) If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company. (h) The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer of attorney of the corporation or otherwise signed in accordance with the Corporations Act. (i) If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form. (j) The Proxy Form (together with any relevant authority) must be received by no later than 10.00am (AEDT) on Wednesday, 12 November 2025. (k) The completed Proxy Form may be: • Mailed to: Boardroom Pty Limited, GPO Box 3993, Sydney, NSW 2001, Australia; or • Faxed to: +61 2 9290 9655: or • Online via https://www.votingonline.com.au/amsagm2025 5. Voting by Corporate Representative Body corporate Members may attend and vote during the Meeting via corporate representative attending the Meeting at the time, date and place mentioned above and any 5 other people from the body corporate wishing to attend should register as guests to attend the Meeting. Where a shareholding is registered in the name of a corporation, the corporate Shareholder may appoint a person to act as its representative to attend the Meeting by providing that person with: (i) a letter or certificate authorising him or her as the corporation's representative, executed in accordance with the corporation's constitution; or (ii) a copy of the resolution appointing the representative, certified by a secretary or director of the corporation. 6. Questions From Shareholders In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to: cosec@atomos.com. Written questions must be received by no later than 5.00 pm (AEDT) on Thursday, 6 November 2025. Questions should relate to matters that are relevant to the business of the Meeting, as outlined in this Notice and the Explanatory Memorandum. A reasonable opportunity will also be provided to Shareholders attending the Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Remuneration Report. During the course of the Meeting, the Chair will seek to address as many Shareholder questions as reasonably practicable and, where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions. Please note that individual responses may not be sent to Shareholders. 6 EXPLANATORY MEMORANDUM This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders (AGM or Meeting) of Atomos Limited ACN 139 730 500 to be held in person on Friday, 14 November 2025 at 10.00 am (AEDT). This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed resolutions. Both documents should be read in their entirety and in conjunction with each other. Financial Statements and Reports In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the AGM. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at https://www.atomos.com/investor-center (b) ask questions about, or comment on, the management of the Company; (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements in the Annual Report and the independence of the auditor in relation to the conduct of the audit; and (d) ask questions about, or make comments on, the Remuneration Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the content of the Auditor's Report; and (b) the conduct of the audit, may be submitted no later than 5.00pm (AEDT) on Thursday, 6 November 2025 to cosec@atomos.com. Resolution 1: Adoption of the Remuneration Report Section 250R(2) of the Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to members. However, in accordance with section 250R(3) of the Corporations Act, such a resolution is advisory only and does not bind the company. The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ending 30 June 2025. A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM. Voting Consequences As Resolution 1 is advisory only, if it is not passed, the Directors will not be required to alter any arrangements in the Remuneration Report. However, under the Corporations Act, if at least 25% of the votes cast on the adoption of the Remuneration Report at two consecutive AGMs are against the adoption of the Remuneration Report, the Company is required to put to Shareholders at the second AGM a resolution proposing the calling of a further general meeting to consider the appointment of Directors of the Company (Spill Resolution). 7 At the Company’s 2024 AGM the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Company has not previously received a strike (i.e., a ‘no’ vote of 25% or more) against its remuneration report. Voting Exclusion Statement: In accordance with sections 250BD(1) and 250R(4) of the Corporations Act, a vote on this resolution must not be cast by: • a member of the Key Management Personnel (KMP) of the Company whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member; or • a person appointed as a proxy where that person is either a member of the KMP of the Group or a Closely Related Party of any such member. However, in accordance with the Corporations Act, a person described above may vote on this resolution if the vote: • is cast by such person appointed as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or • is cast by the chair of the meeting as proxy for a person who is permitted to vote, in accordance with an express authorisation specified on the proxy form to vote as the proxy decides even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company. If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair will vote any proxies which do not indicate on their proxy form the way the Chair must vote, in favour of the Resolution. Board Recommendation As the Remuneration Report includes the Directors’ own remuneration, the Directors make no recommendation to Shareholders in relation to this Resolution. Chair’s Undirected Proxies Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution, subject to compliance with the Corporations Act. Resolution 2: Re-Election of Director In accordance with the Company’s Constitution and ASX Listing Rule 14.4, a director appointed to fill a casual vacancy must not hold office without re-election past the next annual general meeting. James Joughin was appointed as a director on 31 December 2024, and being eligible, makes himself available for election at this Meeting. Details relevant to the consideration of Mr Joughin’s appointment are set out below. Mr Joughin has been a board advisor to Atomos since June 2023 and is currently the Chair of the Audit and Risk committee. Mr Joughin brings over 35 years of general corporate business experience along with being an experienced public company director, most recently as Chair of Spirit Technology Solutions Ltd (ASX:STl) until retiring from the board in November 2024 and an NED at Mydeal Ltd (ASX:MYD), which was acquired by Woolworths in 2022. Mr Joughin was previously a senior Partner at Ernst & Young in the corporate finance area. Having regard to the ASX Principles, the Company’s Board does regard Mr Joughin to be an independent director. 8 Board Recommendation The Directors (with Mr Joughin abstaining) unanimously support the Election of James Joughin and recommend that Shareholders vote in favour of this Resolution. Chair’s Undirected Proxies The Chair of the Meeting intends to vote all undirected proxies for Resolution 2 as “For”. Resolution 3: Approval of 10% Placement Capacity under ASX Listing Rule 7.1A General 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 securities it had on issue at the start of that period. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. As of the date of drafting this Notice of Meeting, the Company has a market capitalisation of approximately $19.58 million and therefore is an eligible entity. Resolution 3 seeks Shareholder approval by way of a Special Resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval. If Resolution 3 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. If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in 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 Resolution 3 is 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 ordinary shares) must be in favour of this Resolution. Listing Rule 7.1A2 formula The exact number of additional Equity Securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out ASX Listing Rule 7.1A.2 as follows: (A x D) - E where: A = the number of fully paid ordinary securities on issue at the commencement of the relevant period, • plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17, • plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where: 9 o the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or o the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4, • plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where: o the agreement was entered into before the commencement of the relevant period; or o the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4, • plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4, • plus the number of partly paid ordinary securities that became fully paid in the relevant period), • less the number of fully paid ordinary securities cancelled in the relevant period; D = 10%. E = the number of equity securities issued or agreed to be issued under rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4; and “relevant period” means: • if the entity has been admitted to the official list for 12 months or more, the 12-month period immediately preceding the date of the issue or agreement; or • if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement. Conditions of Issue under the 10% Placement Capacity Information required to be provided under ASX Listing Rule 7.3A Period of validity of Shareholder approval In the event that the Company obtains Shareholder approval for Resolution 4, such approval will cease to be valid upon the earlier of: There are a number of conditions applicable to the issue of Equity Securities under ASX Listing Rule 7.1A, including a limitation on the discount to prevailing market price at which they may be issued, and additional disclosure requirements. A summary of these conditions is as follows: (a) Equity Securities issued under the 10% Placement Capacity can only be issued for a cash consideration and only be in a class of securities already quoted. At the date of this Notice, the Company only has one class of securities which are quoted, being ordinary shares. (b) The issue price of each Equity Security issued under the 10% Placement Capacity must be no less than 75% of the volume weighted average market price (VWAP) for Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either: i. the date on which the price at which the Equity Securities are to be issued is agreed; or ii. if the Equity Securities are not issued within 10 trading days of the date in paragraph (i), the date on which the securities are issued. 10 (a) 12 months after the date of this Annual General Meeting, being 14 November 2026; (b) the time and date of the Company’s next annual general meeting; or (c) if applicable, the time and date of shareholder approval for a change to the nature or scale of the Company’s activities under ASX Listing Rule 11.1.2, or the disposal of the Company’s main undertaking under ASX Listing Rule 11.2. Minimum price at which securities may be issued under Listing Rule 7.1A Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration. The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued. Purposes for which the funds raised by an issue of securities under Listing Rule 7.1A may be used As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue. As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period (subject to shareholder approval of this Resolution). However, if Shareholders approve this Resolution, funds raised from the issue of equity securities under Listing Rule 7.1A, the Company considers that the funds may be used for general working capital to support its strategy of expanding into cloud products and services. The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon issuing any equity securities under Listing Rule 7.1A. Risk of economic and voting dilution to existing shareholders If Resolution 4 is approved by Shareholders, any issue of Equity Securities under the 10% Placement Capacity may present a risk of economic and voting dilution of existing shareholders, including the risk that: • the market price of the Company’s Equity Securities may be significantly lower on the relevant issue date than on the date of this Meeting; and • the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date. The table below shows the potential dilution of existing shareholders under various scenarios on the basis of: • an issue price of $0.016 per Share which was the closing price of the Company’s Shares on the ASX on 6 October 2025; and • the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 1,224,188,412. 11 The table also shows: (a) two examples where variable ‘A’ has increased by 50% and 100%. The number of Shares on issue in the Company may increase as a result of the issue of Shares that do not require approval of Shareholders (for example, pro-rata entitlement issues or scrip issues under takeover offers) or future placements of Shares under ASX Listing Rule 7.1 of up to 15% of issued capital that are approved at future general meetings of shareholders; and (b) two examples of where the issue price of shares has decreased by 50% and increased by 100%. The above table has been prepared on the following assumptions: (a) the Company issues the maximum number of Shares available under the 10% Placement Capacity; (b) no options to acquire Shares on issue in the Company are exercised and no convertible notes on issue are converted; (c) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue; (d) the table does not show an example of dilution that may be caused to a particular Shareholder as a result of placements under Listing Rule 7.1A based on that Shareholder’s holding at the date of the Meeting; (e) the table shows only the effect of issues of Equity Securities under the 10% Placement Capacity in accordance with ASX Listing Rule 7.1A and not under the 15% placement capacity under Listing Rule 7.1; (f) the issue of Equity Securities under the 10% Placement Capacity consists only of Shares; and (g) the issue price is $0.016 being the closing price of the Company’s Shares on ASX on 6 October 2025. VARIABLE ‘A’ Dilution 50% decrease in issue price $0.003 Issue price $0.016 100% increase in issue price $0.012 Current Variable ‘A’ 1,224,188,412 Shares 10% voting dilution 122,418,841 122,418,841 122,418,841 Funds raised $ 979,350.73 $ 1,958,701.46 $ 3,917,402.92 50% increase in current Variable ‘A’ 1,836,282,618 Shares 10% voting dilution 183,628,262 183,628,262 183,628,262 Funds raised $ 1,469,026.09 $ 2,938,052.19 $ 5,876,104.38 100% increase in current Variable ‘A’ 2,448,376,824 Shares 10% voting dilution 244,837,682 244,837,682 244,837,682 Funds raised $1,958,701.46 $ 3,917,402.92 $ 7,834,805.84 Allocation policy The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including: 12 (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period; (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan); (c) the potential effect on the control of the Company; (d) the Company’s financial position and the likely future capital requirements; and (e) advice from the Company’s corporate, financial, legal and broking advisors. The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice. It is intended that the allottees will be suitable professional and sophisticated investors, and other investors not requiring a disclosure document under section 708 of the Corporations Act, that are known to the Company and/or introduced by third parties. The allottees may include existing substantial Shareholders and/or new Shareholders, however the allottees will not be related parties of the Company. Previous approval The Company did not obtain shareholder approval for the issue of equity securities under Listing Rule 7.1A in the 12 months preceding the date of this Meeting. Voting exclusion statement As at the date of this Notice, the Company is not proposing to make an issue of equity securities under Listing Rule 7.1A. Accordingly, the voting exclusion statement set out below does not apply to Resolution 3. Voting Exclusion Statement: If at the time of the AGM the Company is proposing to make an issue of equity securities under the increased placement capacity under Listing Rule 7.1A, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person, or an associate of that 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 Company) 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 directions 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: • the beneficiary provides written confirmation to the holder that th