Announcement PDF ASX Announcement ATOMOS LIMITED (ASX:AMS) 27 February 2020 ASX Limited Level 4, North Tower 525 Collins Street Melbourne VIC 3000 Change of Directors’ Interest Notices Attached are updated Change of Directors’ Interest Notices for Mr Christopher Tait, Mr Jeromy Young, Mr Stephen Stanley and Sir Hossein Yassaie. This announcement has been authorised by the Board of Directors of the Company. -- ENDS -For further information please contact: James Cody Chief Financial Officer +61 3 9999 5908 james@atomos.com Matthew Wright Media relations +61 451 896 420 matt@nwrcommunications.com.au About Atomos Atomos is a global video technology company delivering award-winning, simple to use monitorrecorder content creation products. These products give content creators across the rapidly growing social, pro-video and entertainment markets a faster, higher quality and more affordable production system. Atomos’ range of products take images directly from the sensor of all major camera manufacturers, then enhance, record and distribute them in high-quality formats for content creation using the major video editing software programs. Since being founded in 2010, Atomos has established strategic relationships with key technology providers within the ecosystem including Apple, Adobe, Sony, Canon, Panasonic, Nikon and JVC Kenwood. Atomos is based in Australia with offices in the USA, Japan, China, UK and Germany and has a worldwide distribution partner network. For more information please visit www.atomos.com Registered address: 33-41 Balmain Street, Cremorne, VIC 3121 MELBOURNE • TOKYO • BEIJING • LONDON • FRANKFURT • PARIS • BROOKLYN • PORTLAND • LOS ANGELES Appendix 3Y Change of Director’s Interest Notice Appendix 3Y Rule 3.19A.2 Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Atomos Limited ABN 25 139 730 500 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Christopher Tait Date of last notice 14 June 2019 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and Indirect Nature of indirect interest (including registered holder) Jeli Investments Pty Ltd (The Jeli A/C) Mr Tait is the sole director of Jeli Investments Note: Provide details of the circumstances giving rise to the relevant interest. Date of change + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Halo Adapt Pty Ltd (ATF Adaptive Investment Trust) As Jeli Investments Pty Ltd holds over 20% of the voting power in Halo Adapt Pty Ltd (i.e. owns 25% of the shares in Halo Adapt Pty Ltd) and Chris Tait holds over 20% of the voting power in Jeli Investments Pty Ltd, pursuant to section 608(3)(a) of the Corporations Act, each of Jeli Investments and Chris Tait has a deemed relevant interest in the Atomos shares held by Halo Adapt. Jeli Investments also owns 25% of the units in the Adaptive Investment Trust. 10 February 2020 Appendix 3Y Change of Director’s Interest Notice No. of securities held prior to change Direct 208,276 Fully Paid Ordinary Shares 153,246 Share Options with an exercise price of $0.36 and expiring on 12 April 2028, subject to the terms and conditions of the Atomos Employee Share and Option Plan. The Options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing. 64,433 Share Options with an exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan. Indirect Jeli Investments Pty Ltd 650,177 Fully Paid Ordinary Shares Mr Christopher Tait and Mrs Fiona Tait (Tait Super Fund A/C) 68,726 Fully Paid Ordinary Shares Halo Adapt Pty Ltd (ATF Adaptive Investment Trust) 545,041 Fully Paid Ordinary Shares Class Performance Rights Number acquired 15,496 Performance Rights Number disposed Nil Value/Consideration Nil Note: If consideration is non-cash, provide details and estimated valuation + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Appendix 3Y Change of Director’s Interest Notice Direct 208,276 Fully Paid Ordinary Shares No. of securities held after change 153,246 Share Options with an Exercise Price of $0.36 and expiring on 12 April 2028, subject to the terms and conditions of the Atomos Employee Share and Option Plan. Any shares issued on exercise will be held on escrow for a period of eighteen months from the date of exercise. 64,433 Share Options with an Exercise Price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan. 15,496 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. Indirect Jeli Investments Pty Ltd 650,177 Fully Paid Ordinary Shares Mr Christopher Tait and Mrs Fiona Tait (Tait Super Fund A/C) 68,726 Fully Paid Ordinary Shares Halo Adapt Pty Ltd (ATF Adaptive Investment Trust) 545,041 Fully Paid Ordinary Shares Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of 15,496 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest N/A + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 Appendix 3Y Change of Director’s Interest Notice Name of registered holder (if issued securities) N/A Date of change N/A No. and class of securities to which N/A interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired N/A Interest disposed N/A Value/Consideration N/A Interest after change N/A Note: If consideration is non-cash, provide details and an estimated valuation Part 3 – +Closed period Were the interests in the securities or contracts detailed N/A above traded during a +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the N/A trade to proceed during this period? If prior written clearance was provided, on what date was N/A this provided? + See chapter 19 for defined terms. Appendix 3Y Page 4 01/01/2011 Appendix 3Y Change of Director’s Interest Notice Appendix 3Y Rule 3.19A.2 Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Atomos Limited ABN 25 139 730 500 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Jeromy Young Date of last notice 29 November 2019 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and Indirect Nature of indirect interest (including registered holder) Registered holder Ms Claire Louise Young (ATF Young Family A/C) Jeromy Young is Ms Young’s spouse and a beneficiary of the Young Family A/C 10 February 2020 Note: Provide details of the circumstances giving rise to the relevant interest. Date of change No. of securities held prior to change + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Direct (1) 432,955 Share Options with an exercise price of $0.36 and expiring on 12 April 2028 subject to the terms and conditions of the Atomos Employee Share and Option Plan. The options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for 18 months from the date of listing. Appendix 3Y Change of Director’s Interest Notice (2) 1,082,474 Share Options with an exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021. Subject to the terms and conditions of the Atomos Long Term Incentive Plan. (3) 96,037 Fully Paid Ordinary Shares Indirect Ms Claire Louise Young (ATF Young Family A/C) 17,731,333 Fully Paid Ordinary Shares Class Performance Rights and Options Number acquired 77,479 Performance Rights 399,787 Options Number disposed Nil Value/Consideration Nil No. of securities held after change Direct (1) 432,955 Share Options with an exercise price of $0.36 and expiring on 12 April 2028 subject to the terms and conditions of the Atomos Employee Share and Option Plan. The options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for 18 months from the date of listing. (2) 1,082,474 Share Options with an Exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021. Subject to the terms and conditions of the Atomos Long Term Incentive Plan. (3) 96,037 Fully Paid Ordinary Shares. Note: If consideration is non-cash, provide details and estimated valuation Indirect (4) 17,731,333 Fully Paid Ordinary Shares (5) 399,787 Share Options with an Exercise Price of $1.21 and expiring on 30 June 2029, subject to the terms and conditions of the Company’s Equity Incentive Plan. (6) 77,479 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Appendix 3Y Change of Director’s Interest Notice Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of 77,479 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. Issue of 399,787 Share Options with an Exercise Price of $1.21 and expiring on 30 June 2029, subject to the terms and conditions of the Company’s Equity Incentive Plan. Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest N/A Name of registered holder (if issued securities) N/A Date of change N/A No. and class of securities to which N/A interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired N/A Interest disposed N/A Value/Consideration N/A Interest after change N/A Note: If consideration is non-cash, provide details and an estimated valuation Part 3 – +Closed period Were the interests in the securities or contracts detailed N/A above traded during a +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the N/A trade to proceed during this period? If prior written clearance was provided, on what date was N/A this provided? + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 Appendix 3Y Change of Director’s Interest Notice Appendix 3Y Rule 3.19A.2 Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity Atomos Limited ABN 25 139 730 500 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Sir Hossein Yassaie Date of last notice 14 June 2019 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and Indirect Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. HY Ventures Limited Sir Hossein Yassaie is the sole director and shareholder of HY Ventures Limited. Date of change 10 February 2020 No. of securities held prior to change Direct 918,000 Fully Paid Ordinary Shares 612,990 Share Options with an exercise price of $0.36 and expiring on 12 April 2028 subject to the terms and conditions of the Atomos Employee Share and Option Plan. The options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing. + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Appendix 3Y Change of Director’s Interest Notice 257,732 Share Options with an exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan. Indirect HY Ventures Limited 779,766 Fully Paid Ordinary Shares Class Performance Rights Number acquired 41,322 Performance Rights Number disposed Nil Value/Consideration Nil No. of securities held after change Direct 918,000 Fully Paid Ordinary Shares Note: If consideration is non-cash, provide details and estimated valuation 612,990 Share Options with an exercise price of $0.36 and expiring on 12 April 2028 subject to the terms and conditions of the Atomos Employee Share and Option Plan. The options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing. 257,732 Share Options with an exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan. 41,322 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. Indirect HY Ventures Limited 779,766 Fully Paid Ordinary Shares + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Appendix 3Y Change of Director’s Interest Notice Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of 41,322 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest N/A Name of registered holder (if issued securities) N/A Date of change N/A No. and class of securities to which N/A interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired N/A Interest disposed N/A Value/Consideration N/A Interest after change N/A Note: If consideration is non-cash, provide details and an estimated valuation Part 3 – +Closed period Were the interests in the securities or contracts detailed N/A above traded during a +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the N/A trade to proceed during this period? If prior written clearance was provided, on what date was N/A this provided? + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 Appendix 3Y Change of Director’s Interest Notice Appendix 3Y Rule 3.19A.2 Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity ATOMOS LIMITED ABN 25 139 730 500 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Stephen Stanley Date of last notice 19 December 2019 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and Indirect Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Esjay Pty Ltd < SL Stanley Family A/C> Mr Stanley is Director and shareholder of Esjay Pty Ltd Date of change 10 February 2020 No. of securities held prior to change Direct 257,732 Share Options with an exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan. Indirect Esjay Pty Ltd < SL Stanley Family A/C> 90,000 Fully Paid Ordinary Shares Class + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Performance Rights Appendix 3Y Change of Director’s Interest Notice Number acquired 41,322 Number disposed n/a Value/Consideration Nil No. of securities held after change Direct 257,732 Share Options with an exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan. Note: If consideration is non-cash, provide details and estimated valuation 41,322 Performance Rights issued under the Company’s Equity Incentive Plan, expiring on 31 December 2020. Indirect Esjay Pty Ltd < SL Stanley Family A/C> 90,000 Fully Paid Ordinary Shares. Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Issue of 41,322 Performance Rights issued under the Company’s Equity Incentive Plan. Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest N/A Name of registered holder (if issued securities) N/A Date of change N/A No. and class of securities to which N/A interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired N/A + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Appendix 3Y Change of Director’s Interest Notice Interest disposed N/A Value/Consideration N/A Interest after change N/A Note: If consideration is non-cash, provide details and an estimated valuation Part 3 – +Closed period Were the interests in the securities or contracts detailed No above traded during a +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the N/A trade to proceed during this period? If prior written clearance was provided, on what date was N/A this provided? + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3