Announcement PDF 30 October 2023 Dear Shareholder Microba Life Sciences - Annual General Meeting of Shareholders On behalf of the Board of Directors of Microba Life Sciences Limited, I am pleased to invite you to the 2023 Annual General Meeting (AGM) The AGM of Microba Life Sciences Limited ("Company" or "Microba") is scheduled to be held at Thomson Geer, Level 28, 1 Eagle Street, Brisbane on Thursday, 30 November 2023 at 11:00 am Brisbane time (Meeting) I would encourage you to lodge a directed proxy form by Tuesday, 28 November 2023 at 11.00 am Brisbane time. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the AGM. Further details of how to participate in the Meeting are set out in the Notice of Meeting. In addition to the formal items of business set out in the Notice of Meeting, myself and Dr. Luke Reid will give an address and provide a business update. Copies of the address and presentation will also be released on the ASX prior to the commencement of the meeting. The Notice of Meeting and Annual Report can be viewed and downloaded from: https://ir.microba.com/asx-announcements Shareholders who have nominated an email address and have elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to an electronic copy of the important Meeting documents. In accordance with sections 110C-110H and 110J-110K of the Corporations Act 2001 (Cth), no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated, unless a shareholder has requested a hard copy. If you are unable to access any of the important Meeting documents online or if you wish to receive a hard copy of the Meeting documents please contact our share registry, Automic, on 1300 288 664 (within Australia) or +612 9698 5414 or via email at hello@automic.com.au Your right to elect to receive documents electronically or in hard copy Microba will no longer send a hard copy of the Meeting documents unless a shareholder requests a copy to be mailed. We encourage all shareholders to provide an email address so that we can send investor communications electronically when they become available online, which includes items such as meeting documents and annual reports. Shareholders can still elect to receive some or all of their communications in hard copy or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/. If you are a shareholder and would like a hard copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry: Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: hello@automicgroup.com.au Website: https://investor.automic.com.au/ Microba Life Sciences Ltd ABN 82 617 096 652 Level 10, 324 Queen Street, Brisbane QLD 4000 Australia T: 1300 974 621 E: investor@microba.com W: microba.com 30 October 2023 For further information, please contact: Dr Luke Reid Chief Executive Officer Investor / Media Relations E: investor@microba.com W:https://ir.microba.com simon@nwrcommunications.com.au T: +61 401 809 653 About Microba Life Sciences Limited Microba Life Sciences is a precision microbiome company driven to improve human health. With world-leading technology for measuring the human gut microbiome, Microba is driving the discovery and development of novel therapeutics for major chronic diseases and delivering gut microbiome testing services globally to researchers, clinicians, and consumers. Through partnerships with leading organisations, Microba is powering the discovery of new relationships between the microbiome, health and disease for the development of new health solutions. For more information visit: www.microba.com Microba encourages all current investors to go paperless by registering their details with the designated registry service provider, Automic Group. Microba Life Sciences Ltd ABN 82 617 096 652 Level 10, 324 Queen Street, Brisbane QLD 4000 Australia T: 1300 974 621 E: investor@microba.com W: microba.com Microba Life Sciences Limited ACN 617 096 652 Notice of Annual General Meeting & Explanatory Statement To be held at: Thomson Geer, Level 28, 1 Eagle Street, Brisbane QLD 4000 To be held on: Thursday, 30 November 2023 Commencing at: 11.00 a.m. AEST (Brisbane time) More information regarding participation at the Annual General Meeting (including how to vote and ask questions during the Annual General Meeting) is available in Section C of this Notice of Annual General Meeting. Important Information This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting. Notice of Annual General Meeting Page 2 Important dates Deadline for lodgement of Proxy Forms for the Annual General Meeting 11.00 a.m. AEST (Brisbane time) Tuesday, 28 November 2023 Annual General Meeting 11.00 a.m. AEST (Brisbane time) Thursday, 30 November 2023 Notice of Annual General Meeting Page 3 Letter from the Chair Dear Shareholders, We are pleased to invite you to the Annual General Meeting of Microba Life Sciences Limited ACN 617 096 652 (Company) to be held at 11.00 a.m. AEST (Brisbane time) on Thursday, 30 November 2023 at Thomson Geer, Level 28, 1 Eagle Street, Brisbane, 4000 (Annual General Meeting). The Annual General Meeting will consider customary resolutions along with resolutions related to the proposed acquisition of Invivo Clinical Limited as announced to the ASX on 19 October 2023. Votes may be submitted during the Annual General Meeting only by those Shareholders in attendance at the Annual General Meeting either in person or through a validly appointed corporate representative. Votes via validly submitted proxy forms will also be accepted. In accordance with Part 1.2AA of the Corporations Act 2001 (Cth), the Company will only be dispatching physical copies of the Notice of Annual General Meeting (Notice of Annual General Meeting) to Shareholders who have elected to receive the Notice of Annual General Meeting in physical form. The Notice of Annual General Meeting is being made available to Shareholders electronically and can be viewed and downloaded online on the Company’s ASX market announcements page (ASX:MAP). Questions from Shareholders who plan not to attend the Annual General Meeting must be submitted in advance of the Annual General Meeting. It may not be possible to respond to all questions. It is encouraged that Shareholders lodge questions prior to the meeting by submitting your question(s) to the Joint Company Secretary, Mr Peter Webse, by email at Peter.Webse@microba.com. Background to the Resolutions In addition to customary resolutions, this Annual General Meeting seeks the approval of Shareholders for: • the re-election of non-executive Directors, Professor Gene Tyson and Mr Richard Bund; • the issue of Director Options to Ms Jacqueline Fernley under ASX Listing Rule 10.14; • the issue of the Consideration Shares to the sellers of the shares in UK registered Invivo Clinical Limited under ASX Listing Rule 7.1; • the issue of the Earn-Out Shares to the sellers of the shares in UK registered Invivo Clinical Limited under ASX Listing Rule 7.1; • the additional 10% placement facility under ASX Listing Rule 7.1A; and • the renewal of proportional takeover approval provisions. For full detail on the Proposed Acquisition of Invivo Clinical Limited, please refer to the ASX Announcement dated 19 October 2023 at https://ir.microba.com/asx-announcements. All of the Directors entitled to make a recommendation in respect of a particular Resolution recommend that you vote in favour of adopting that Resolution. With respect to the Annual General Meeting, this booklet contains the following: • the Notice of Meeting for the Annual General Meeting which contains information about the business to be conducted at the Annual General Meeting, including the Resolutions to be put to the Annual General Meeting (see Section B); • information explaining the business to be conducted at the Annual General Meeting (see the Explanatory Statement at Section D); and • information on how to vote, how to attend the Annual General Meeting and appoint a proxy to vote on the Resolutions to be passed at the Annual General Meeting (see Section C). Please read the whole of this booklet carefully as it provides important information on the Annual General Meeting, items of business and the Resolutions that you, as a Shareholder, are being asked Notice of Annual General Meeting Page 4 to vote on. Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Joint Company Secretary, Mr Peter Webse, by email at Peter.Webse@microba.com. By order of the Board Dated 26 October 2023 Pasquale Rombola Chair Microba Life Sciences Limited Notice of Annual General Meeting Page 5 Section A – Glossary $ Australian dollars. AEST Australian Eastern Standard Time. Annual General Meeting The Annual General Meeting of Shareholders. ASIC The Australian Securities & Investments Commission. ASX The Australian Securities Exchange operated by ASX Limited. ASX Listing Rules The listing rules of the ASX. Auditor's Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Board The board of directors of the Company. Closely Related Party A “Closely Related Party” of a member of the Key Management Personnel means: • • • • • • a spouse or child of the member; a child of the member’s spouse; a dependent of the member or the member’s spouse; anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; a company the member controls; or a person prescribed by the Corporations Regulations. Company or Microba Microba Life Sciences Limited ACN 617 096 652. Completion Means the date of completion of the Proposed Acquisition. Consideration Shares The Shares to be issued to the sellers of 100% of the issued share capital in Invivo as part consideration with respect to the Proposed Acquisition. Constitution The constitution of the Company. Corporations Act The Corporations Act 2001 (Cth). Corporations Regulations The Corporations Regulations 2001 (Cth). Directors The directors of the Company. Director Options The Director Options the subject of Resolution 4. Directors' Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Earn-Out The earn-out component of the Proposed Acquisition. Earn-Out Date The last Trading Day prior to the first anniversary of the last day of the calendar month prior to the month in which Completion of the Proposed Acquisition takes place. Earn-Out Shares The Shares to be issued to the sellers of 100% of the issued share capital in Invivo as part of the Earn-Out for the Proposed Acquisition (and subject to satisfaction of the relevant revenue hurdles). Employee Incentive Plan The Employee Incentive Plan of the Company adopted by the Board on 27 September 2021. Equity Securities Any type of security in the Company, including a Share, option, unit, convertible security, and as otherwise defined in the ASX Listing Rules. Explanatory Statement The explanatory statement accompanying the Notice of Annual General Meeting and contained in Section D to this booklet. Financial Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Glossary The glossary contained in Section A to this booklet. Invivo Invivo Clinical Limited (registered in England and Wales with Company Number 06187743). Notice of Annual General Meeting Page 6 Key Management Personnel Has the meaning given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Microba UK Microba UK Holdings Limited Company Number 15213390, a wholly owned subsidiary of Microba. Notice of Annual General Meeting The notice of the Annual General Meeting accompanying the Explanatory Statement for the Annual General Meeting and contained in Section B to this booklet. Proposed Acquisition The proposed acquisition by Microba UK, a wholly owned subsidiary of the Company, of 100% of the issued share capital in Invivo. Proxy Form The Proxy Form accompanying this Notice of Annual General Meeting. Refer to Section C for details. Remuneration Report The remuneration report set out in the Directors' Report. Resolution(s) The resolution(s) contained in the Notice of Annual General Meeting. Section A section of this booklet. Shareholders The holders of all shares issued in the Company and Shareholder means any one of them. Shares All of the ordinary shares on issue in the share capital of the Company and Share means any one of them. Share Sale and Purchase Agreement The share sale and purchase agreement entered into between Microba UK (as the buyer), all of the shareholders of Invivo (as the sellers) and the Company (as guarantor), documenting the Proposed Acquisition. Refer to the ASX Announcement issued on 19 October 2023 for more details - https://ir.microba.com/asxannouncements/ Trading Day Has the meaning given in ASX Listing Rule 19.12. VWAP Volume weighted average price. Notice of Annual General Meeting Page 7 Section B – Notice of Annual General Meeting Time and place Notice is hereby given that the Annual General Meeting will be held as follows: • Held at: Thomson Geer, Level 28, 1 Eagle Street, Brisbane Qld 4000 • Commencing at: 11.00 a.m. AEST (Brisbane time) on Thursday, 30 November 2023 Explanatory Statement The Explanatory Statement which accompanies and forms part of this Notice of Annual General Meeting describes the matters to be considered at the Annual General Meeting. Defined terms Terms used in this Notice of Annual General Meeting have the meaning given to them in the Glossary in Section A of this Notice of Annual General Meeting. ORDINARY BUSINESS 1. Financial statements and reports To receive and consider the Company's 2023 Annual Report, which comprises the Directors' Report, the Auditor's Report and the Financial Report for the financial year ended 30 June 2023. 2. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, Shareholders adopt the Remuneration Report for the financial year ended 30 June 2023 as disclosed in the Directors' Report for the year ended 30 June 2023." Please note that the vote on this resolution is advisory only, and does not bind the Directors or the Company. Short Explanation: This Resolution is required as a result of section 250R(2) of the Corporations Act, which requires that a resolution that the Remuneration Report of the Company be adopted must be put to a vote. The vote on this Resolution is advisory only and does not bind the Company. Voting exclusion statement: In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; and • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. Notice of Annual General Meeting Page 8 SPECIAL BUSINESS 3. Resolution 2: Re-election of Professor Gene Tyson To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Professor Gene Tyson, who retires by rotation in accordance with ASX Listing Rule 14.5 and rule 39.1(c) of the Constitution, and being eligible, be re-elected as a Director of the Company.” Short Explanation: This Resolution is required as rule 39.1(c) of the Constitution provides that at each annual general meeting, one third of the Directors for the time being must retire from office and will be eligible for re-election. ASX Listing Rule 14.5 requires that a listed company must have at least one director stand for election or re-election at each annual general meeting. 4. Resolution 3: Re-election of Mr Richard Bund To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Mr Richard Bund, who retires by rotation in accordance with ASX Listing Rule 14.5 and rule 39.1(c) of the Constitution, and being eligible, be re-elected as a Director of the Company.” Short Explanation: This Resolution is required as rule 39.1(c) of the Constitution provides that at each annual general meeting, one third of the Directors for the time being must retire from office and will be eligible for re-election. ASX Listing Rule 14.5 requires that a listed company must have at least one director stand for election or re-election at each annual general meeting. 5. Resolution 4: Issue of Director Options to a Related Party under ASX Listing Rule 10.14 – Ms Jacqueline Fernley To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the Directors be authorised to issue 200,000 Director Options pursuant to the Employee Incentive Plan and, upon exercise of those Director Options, the acquisition of the ordinary shares underlying those options, in accordance with the terms of the Employee Incentive Plan and on the terms specified in the accompanying Explanatory Statement.” Short explanation This Resolution is required under ASX Listing Rule 10.14 to allow the issue of securities, in the form of 200,000 Director Options under the Employee Incentive Plan to Ms Jacqueline Fernley (or her nominee), being a Director. Voting Exclusion Statement The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • Ms Jacqueline Fernley (and her nominee), any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) and a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan; or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: • 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 • 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 Notice of Annual General Meeting Page 9 • 6. 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 the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 5: Authority to issue the Consideration Shares To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, subject to the approval of Resolution 6 and for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue the Consideration Shares to the shareholders of Invivo Clinical Limited, Company Number 06187743 with such number being determined on application of the formula detailed in the Explanatory Statement and otherwise on the terms and conditions set out in the Explanatory Statement.” Short explanation The Company will (subject to Shareholder approval of Resolutions 5 and 6) issue the Consideration Shares to the sellers of the shares in Invivo Clinical Limited, Company Number 06187743. The Consideration Shares are being issued as part consideration for the acquisition of the entire issued share capital of Invivo Clinical Limited, Company Number 06187743 by Microba UK. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities (which includes shares) during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period (15% Placement Capacity). Approval under ASX Listing Rule 7.1 is being sought as the number of Consideration Shares exceeds the 15% Placement Capacity. Voting Exclusion Statement The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • a 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 entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: 7. • 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 • 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 • 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 the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 6: Authority to issue the Earn-Out Shares To consider and, if thought fit, pass the following resolution as an ordinary resolution: Notice of Annual General Meeting Page 10 "That, subject to the approval of Resolution 5 and for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue the EarnOut Shares to the shareholders of Invivo Clinical Limited, Company Number 06187743 with such number being determined on application of the formula detailed in the Explanatory Statement (subject to a maximum number) and otherwise on the terms and conditions set out in the Explanatory Statement.” Short explanation The Company will (subject to Shareholder approval of Resolutions 5 and 6 and satisfaction of the relevant hurdles) issue the Earn-Out Shares to the sellers of the shares in Invivo Clinical Limited Company Number 06187743. The Earn-Out Shares are being issued as part consideration for the acquisition of the entire issued share capital of Invivo Clinical Limited Company Number 06187743 (and subject to the hurdles being satisfied) by Microba UK. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities (which includes shares) during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period (15% Placement Capacity). Approval under ASX Listing Rule 7.1 is being sought as the number of Earn-Out Shares exceeds the 15% Placement Capacity. Voting Exclusion Statement The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • a 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 entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of a resolution by: 8. • 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 • 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 • 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 the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 7: Approval of 10% Placement Facility To consider and, if thought fit, pass the following resolution as a special resolution: “That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions referred to, in the Explanatory Statement accompanying this Notice.” Short Explanation: Approval under ASX Listing Rule 7.1A will enable the Company to issue “equity securities” up to a further 10% of its issued Share capital through placements over a 12 month period after the Annual General Meeting (10% Placement Facility). This is in addition to its 15% Placement Capacity under ASX Listing Rule 7.1. Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by a person (and any associates of such a person) who is expected to participate, or who will obtain a Notice of Annual General Meeting Page 11 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 this resolution by: 3. • a person or 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 this resolution in that way; or • 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 this resolution as the chair decides; or • 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 the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this resolution; and • the holder votes on this resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 8: Renewal of proportional takeover approval provisions To consider and, if thought fit, pass the following resolution as a Special Resolution: "That the proportional takeover provisions contained in rule 91 of the Constitution be granted effect for a further three years, effective on the day on which this Resolution is passed". Short Explanation: Under section 648G of the Corporations Act, the proportional takeover provisions expire three years from adoption or renewal and may then be renewed. The Company is seeking shareholder approval to renew these provisions under the Corporation Act. The proportional takeover bid provisions are identical to those included in the Company's current Constitution. OTHER BUSINESS To transact any other business which may be brought forward in accordance with the Constitution. Notice of Annual General Meeting Page 12 Section C – How to vote If you are entitled to vote at the Annual General Meeting, you may vote by attending the meeting in person or by proxy or, in the case of corporate shareholders, by corporate representative. 1. How to vote If you are entitled to vote at the Annual General Meeting, you may vote by attending the Annual General Meeting in person or by attending t