Announcement PDF This appendix is available as an online form Only use this form if the online version is not available +Rule 3.10.3 Appendix 3B Proposed issue of +securities Information and documents given to ASX become ASX’s property and may be made public. If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers. *Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity. + See chapter 19 for defined terms 5 June 2021 Page 1 This appendix is available as an online form Appendix 3B Proposed issue of +securities Part 1 – Entity and announcement details Question no Question Answer 1.1 *Name of entity We (the entity here named) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). ATOMOS LIMITED *Registration type and number ABN 25139730500 1.2 Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). 1.3 1.4 *ASX issuer code *This announcement is ☐ A new announcement Tick whichever is applicable. ☒ An update/amendment to a previous announcement ☐ A cancellation of a previous announcement 1.4a *Reason for update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. A reason must be provided for an update. + See chapter 19 for defined terms 5 June 2021 Update to retail offer close date announced in the Appendix 3B lodged on 18 October 2022 Page 2 This appendix is available as an online form 1.4b *Date of previous announcement(s) to this update Appendix 3B Proposed issue of +securities 18 October 2022 Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. 1.4c *Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. 1.4d *Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”. 1.5 1.6 *Date of this announcement 7 November 2022 *The proposed issue is: ☐ A +bonus issue (complete Parts 2 and 8) Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure. ☐ A standard +pro rata issue (non-renounceable or renounceable) (complete Q1.6a and Parts 3 and 8) ☒ An accelerated offer (complete Q1.6b and Parts 3 and 8) ☐ An offer of +securities under a +securities purchase plan (complete Parts 4 and 8) ☐ A non-+pro rata offer of +securities under a +disclosure document or +PDS (complete Parts 5 and 8) ☐ A non-+pro rata offer to wholesale investors under an information memorandum (complete Parts 6 and 8) ☐ A placement or other type of issue (complete Parts 7 and 8) 1.6a *The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” ☐ Non-renounceable ☐ Renounceable Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. 1.6b *The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further. + See chapter 19 for defined terms 5 June 2021 ☒ Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) ☐ Accelerated renounceable entitlement offer (commonly known as an AREO) ☐ Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐ Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐ Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO) Page 3 This appendix is available as an online form Appendix 3B Proposed issue of +securities Part 3 – Details of proposed entitlement offer If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers. Part 3A – Proposed entitlement offer – conditions Question No. Question Answer 3A.1 *Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the entitlement offer, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. 3A.1a Conditions Answer these questions if your response to Q3A.1 is “Yes”. *Approval/ condition Type *Date for determination Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected. The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval). *Is the date estimated or actual? **Approval received/ condition met? Comments Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the entitlement offer in Appendix 7A of the listing rules. +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Other (please specify in comment section) + See chapter 19 for defined terms 5 June 2021 Page 4 This appendix is available as an online form Appendix 3B Proposed issue of +securities Part 3D – Proposed accelerated offer – offer details Question No. Question Answer 3D.1 *Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) AMS: ordinary fully paid If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes. 3D.2 *Class of +securities that will issued in the proposed entitlement offer (please enter both the ASX security code & description) AMS: ordinary fully paid 3D.3 *Has the offer ratio been determined? Yes 3D.3a *Offer ratio 4 for 7 Answer this question if your response to Q3D.3 is “Yes” or “No”. If your response to Q3D.3 is “No” please provide an indicative ratio and state as indicative. Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule. 3D.3b *How and when will the offer ratio be determined? Answer this question if your response to Q3D.3 is “No”. Note that once the offer ratio is determined, this must be provided via an update announcement. 3D.4 *What will be done with fractional entitlements? Select one item from the list. ☐ Fractions rounded up to the next whole number ☐ Fractions rounded down to the nearest whole number or fractions disregarded ☐ Fractions sold and proceeds distributed ☒ Fractions of 0.5 or more rounded up ☐ Fractions over 0.5 rounded up ☐ Not applicable 3D.5 *Maximum number of +securities proposed to be issued (subject to rounding) 180,000,000 3D.6 *Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No 3D.6a *Describe the limits on over-subscription n/a Answer this question if your response to Q3D.6 is “Yes”. 3D.7 *Will a scale back be applied if the offer is over-subscribed? + See chapter 19 for defined terms 5 June 2021 No Page 5 This appendix is available as an online form 3D.7a *Describe the scale back arrangements Appendix 3B Proposed issue of +securities n/a Answer this question if your response to Q3D.7 is “Yes”. 3D.8 *In what currency will the offer be made? AUD For example, if the consideration for the issue is payable in Australian Dollars, state AUD. 3D.9 *Has the offer price for the institutional offer been determined? Yes 3D.9a *What is the offer price per +security for the institutional offer? $0.10 Answer this question if your response to Q3D.9 is “Yes”. An indicative offer price must be provided if your response to Q3D.9 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). 3D.9b *How and when will the offer price for the institutional offer be determined? n/a Answer this question if your response to Q3D.9 is “No”. 3D.9c *Will the offer price for the institutional offer be determined by way of a bookbuild? n/a Answer this question if your response to Q3D.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation. 3D.9d *Provide details of the parameters that will apply to the bookbuild for the institutional offer (e.g. the indicative price range for the bookbuild) n/a Answer this question if your response to Q3D.9 is “No” and your response to Q3D.9c is “Yes”. 3D.10 *Has the offer price for the retail offer been determined? + See chapter 19 for defined terms 5 June 2021 Yes Page 6 This appendix is available as an online form 3D.10a *What is the offer price per +security for the retail offer? Appendix 3B Proposed issue of +securities $0.10 Answer this question if your response to Q3D.10 is “Yes”. An indicative offer price must be provided if your response to Q3D.10 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’). 3D.10b *How and when will the offer price for the retail offer be determined? n/a Answer this question if your response to Q3D.10 is “No”. Part 3E – Proposed accelerated offer – timetable If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part. Question No. Question Answer 3E.1a *First day of trading halt 18 October 2022 The entity is required to announce the accelerated offer and give a completed Appendix 3B to ASX. If the accelerated offer is conditional on security holder approval or any other requirement, that condition must have been satisfied and the entity must have announced that fact to ASX. An entity should also consider the rights of convertible security holders to participate in the issue and what, if any, notice needs to be given to them in relation to the issue 3E.1b *Announcement date of accelerated offer 18 October 2022 3E.2 *Trading resumes on an ex-entitlement basis (ex date) 20 October 2022 For JUMBO, ANREO, AREO, SAREO, RAPIDs offers 3E.3 *Trading resumes on ex-rights basis n/a For PAITREO offers only 3E.4 *Rights trading commences n/a For PAITREO offers only 3E.5 *Date offer will be made to eligible institutional +security holders 18 October 2022 3E.6 *Application closing date for institutional +security holders 19 October 2022 + See chapter 19 for defined terms 5 June 2021 Page 7 This appendix is available as an online form 3E.7 Institutional offer shortfall book build date Appendix 3B Proposed issue of +securities n/a For AREO, SAREO, RAPIDs, PAITREO offers 3E.8 *Announcement of results of institutional offer 20 October 2022 The announcement should be made before the resumption of trading following the trading halt. 3E.9 *+Record date 20 October 2022 Record date to identify security holders entitled to participate in the offer. Per Appendix 7A sections 4, 5 and 6 the record date must be at least 2 business days from the announcement date (day 0). 3E.10 Settlement date of new +securities issued under institutional entitlement offer 24 October 2022 If DvP settlement applies, provided the Appendix 2A is given to ASX before noon (Sydney time) this day, normal trading in the securities will apply on the next business day, and if DvP settlement does not apply on the business day after that. 3E.11 *+Issue date for institutional +security holders 24 October 2022 3E.12 *Normal trading of new +securities issued under institutional entitlement offer 25 October 2022 3E.13 *Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 25 October 2022 The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable offers, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day. 3E.14 *Offer closing date for retail +security holders 15 November 2022 Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders. 3E.15 *Last day to extend the retail offer closing date 10 November 2022 At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day. 3E.16 *Rights trading end date n/a For PAITREO offers only 3E.17 *Trading in new +securities commences on a deferred settlement basis n/a For PAITREO offers only The business day after rights trading end date 3E.18 [deleted] 3E.19 Last day to announce results of retail offer, bookbuild for any shortfall (if applicable) n/a Note this is the last day to announce results of retail offer for all offers except JUMBO and ANREO offers. + See chapter 19 for defined terms 5 June 2021 Page 8 This appendix is available as an online form 3E.20 Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) Appendix 3B Proposed issue of +securities n/a For all offers except JUMBO, ANREO 3E.21 *+Issue date for retail +security holders and last day for entity to announce results of retail offer 22 November 2022 Per Appendix 7A section 4, the issue date should be no more than 5 business days after the offer closes date. Per Appendix 7A sections 5 and 6, the issue date should be no more than 8 business days after the offer closes date. This is the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities. Deferred settlement trading (if applicable) will end at market close on this day. Note, this is the last day for entity to announce results of retail offer for JUMBO and ANREO offers only. 3E.22 *Date trading starts on a normal T+2 basis n/a For PAITREO offers only This is one business day after the issue date. 3E.23 *First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis n/a For PAITREO offers only This is two business days after trading starts on a normal T+2 basis (3 business days after the issue date). Part 3F – Proposed entitlement offer – fees and expenses Question No. Question Answer 3F.1 *Will there be a lead manager or broker to the proposed offer? Yes or No 3F.1a *Who is the lead manager/broker? Joint Lead Managers – Shaw and Partners and Morgans Corporate Limited Answer this question if your response to Q3F.1 is “Yes”. 3F.1b *What fee, commission or other consideration is payable to them for acting as lead manager/broker? 5% of the institutional placement and entitlement offer Answer this question if your response to Q3F.1 is “Yes”. 3F.2 *Is the proposed offer to be underwritten? Yes 3F.2a *Who are the underwriter(s)? Shaw and Partners and Morgans Corporate Limited Answer this question if your response to Q3F.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): If you are seeking to rely on listing rule 7.2 exception 2 to issue the securities without security holder approval under listing rule 7.1 and without using your placement capacity under listing rules 7.1 or 7.1A, you must include the details asked for in this and the next 3 questions. + See chapter 19 for defined terms 5 June 2021 Page 9 This appendix is available as an online form 3F.2b *What is the extent of the underwriting (i.e. the amount or proportion of the offer that is underwritten)? Appendix 3B Proposed issue of +securities 100% of the placement and entitlement offer Answer this question if your response to Q3F.2 is “Yes”. 3F.2c *What fees, commissions or other consideration are payable to them for acting as underwriter(s)? 5% of the proceeds raised under the retail entitlement offer Answer this question if your response to Q3F.2 is “Yes”. This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. 3F.2d *Provide a summary of the significant events that could lead to the underwriting being terminated Answer this question if your response to Q3F.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform. 3F.2e *Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? The Joint Lead Managers may terminate the underwriting agreement if any of the following events occur: (i) ASX/S&P 300 Index fall; (ii) misleading disclosure; (iii) cessation of the Company's ASX listing; (iv) regulatory action which are commenced in relation to the offer; (v) force majeure; (vi) insolvency of the Company or any group member; (vii) change in directors or management. Refer Investor Presentation dated 18 October 2022 for further details on termination events. No Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q3F.2 is “Yes”. 3F.2e(i) *What is the name of that party? n/a Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: If you are seeking to rely on listing rule 10.12 exception 2 to issue the securities to the underwriter or sub-underwriter without security holder approval under listing rule 10.11, you must include the details asked for in this and the next 2 questions. If there is more than one party referred to in listing rule 10.11 acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions. 3F.2e(ii) *What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? n/a Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. 3F.2e(iii) *What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? n/a Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. 3F.3 *Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? + See chapter 19 for defined terms 5 June 2021 No Page 10 This appendix is available as an online form 3F.3a *Will the handling fee or commission be dollar based or percentage based? Appendix 3B Proposed issue of +securities n/a Answer this question if your response to Q3F.3 is “Yes”. 3F.3b *Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders n/a Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “dollar based”. 3F.3c *Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders n/a Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “percentage based”. 3F.3d Please provide any other relevant information about the handling fee or commission method n/a Answer this question if your response to Q3F.3 is “Yes”. 3F.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Standard share registry, external advisers and ASX administrative fees Part 3G – Proposed entitlement offer – further information Question No. Question Answer 3G.1 *The purpose(s) for which the entity intends to use the cash raised by the proposed issue ☐ For additional working capital You may select one or more of the items in the list. ☐ To fund the retirement of debt ☐ To pay for the acquisition of an asset [provide details below] ☐ To pay for services rendered [provide details below] ☒ Other [provide details below] Additional details: Strategic investment in MAVIS; marketing of new revenue streams; sensor commercialisation; debt reduction; balance sheet flexibility 3G.2 *Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3G.2a *Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements. n/a Answer this question if your response to Q3G.2 is “Yes”. + See chapter 19 for defined terms 5 June 2021 Page 11 This appendix is available as an online form Appendix 3B Proposed issue of +securities 3G.3 *Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3G.3a *Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful n/a Answer this question if your response to Q3G.3 is “Yes”. 3G.4 *Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue China, Singapore, United States, Germany, Hong Kong, Japan, Thailand, France, the Netherlands, Malaysia and Saudi Arabia For non-renounceable issues (including accelerated): The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). For renounceable issues (including accelerated): The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them. It must also appoint a nominee to arrange for the sale of the entitlements that would have been given to those holders and to account to them for the net proceeds of the sale and advise each holder not given the entitlements that a nominee in Australia will arrange for sale of the entitlements and, if they are sold, for the net proceeds to be sent to the holder (listing rule 7.7.1(b) and (c)). 3G.5 *Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3G.5a *Please provide further details of the offer to eligible beneficiaries Offer will be made to nominees/custodians. Share registry to send letter to nominees to detail beneficiaries. Answer this question if your response to Q3G.5 is “Yes”. If, for example, the entity intends to issue a notice to eligible nominees and custodians please indicate here where it may be found and/or when the entity expects to announce this information. You may enter a URL. 3G.6 URL on the entity's website where investors can download information about the proposed issue https://www.atomos.com/investor-centre 3G.7 Any other information the entity wishes to provide about the proposed issue Refer capital raising announcement lodged on 18 October 2022. 3G.8 *Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No. Refer cleansing notice lodged on 18 October 2022. + See chapter 19 for defined terms 5 June 2021 Page 12 This appendix is available as an online form Appendix 3B Proposed issue of +securities Part 8 – details of +securities proposed to be issued Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.