PolyNovo Limited (ASX:PNV)
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Apr 28, 2026, 4:10 PM AEST
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EGM 2023

Jan 16, 2023

Dave McQuillan
Non-Executive Director, PolyNovo

Welcome everybody. What a difference a couple of months makes. I'm looking at the room here, and those who are not insiders, there's probably three shareholders. As usual, I think we usually get about 3 times as many online, so I'm imagining there's 12 people sitting there at their holiday houses in Lorne or somewhere. Welcome. I hope I haven't spoiled your holiday, and no apologies for the shortness of this meeting. Just wanted to get it out of the way. It's rather procedural in any case. We've got a quorum present, and I'll declare the general meeting open. This is, as I said, really about a couple of small changes to the constitution, and the approval of the placement that we did recently. Hopefully, this won't last that long.

Not to stifle any questions. I don't actually intend to take questions on the general operations of the business at the moment because this has been widely publicized as just being about the placement in the constitution. I don't want to disenfranchise people. As you probably all know, at the last meeting, I think we had 300 odd people plus online and another 100, 150 in the room. I don't want those people to sort of miss out. I think everybody will be aware that we made a statement to the ASX yesterday about just updating sales training and so forth. I'd like to anyways extend a warm welcome to all our shareholders, whether you're online or in the room.

For anybody who cannot attend today's meeting, you're not gonna hear this if you can't attend, but the webcast is being recorded and will release to the ASX later this week, which usually happens the next day. Let me first of all introduce my fellow directors that are here. I've got Andy Lumsden on the end. I'm not sure if this can be seen online, by the way, Jan. Then Robyn Elliott, Leon Hoare, and Christine Emanuel. Bruce Rathie had travel plans that started some time ago, so he's an apology for today. I'd also like to introduce our CEO, Swami Raote, who is also remote today, from the U.S.

I haven't got him on the screen because this is gonna be a pretty short meeting, I think, but I can pull him in if I need to on the question time. We've got our CFO and Company Secretary sitting beside on the left here, Jan Gielen. We've also got in attendance Bart Oude-Vrielink from MinterEllison, our company lawyers. I see next to him, John Stevens, who probably deserves a special mention. This is such a complicated company, he needs two partners here. Just imagine what we're paying for that. John's here because he's now a large shareholder in the company in his own right, which does show a bit more courage about, you know, what shareholders, what our advisors are doing, really, you know, compared with what lawyers normally do.

There's a big mention for you, John, so thanks for coming. Notice the meeting has been dispatched to shareholders in compliance with the company's constitution and the Corporations Act and is also available from our ASX announcement. I take the notice immediately being read. Shareholders and proxies are able to attend today's meeting either at the physical venue here at MinterEllison in Melbourne or online at the Computershare meeting platform. This allows shareholders and proxies and guests to attend the meeting virtually as an alternative to attending the physical venue, which is part, of course, about the third motion on the today's meeting. All virtual attendees can watch a live webcast of the meeting. In addition, shareholders and proxies, whether attending the physical venue or virtually, will have the ability to ask questions and submit votes.

How do you ask a question? Online attendees can submit questions at any time. To ask a question, select the Q&A icon. Type your question in the text box. Once you have finished typing, please hit the send button. Please note that while you can submit questions from now on, I probably will not address these until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, amalgamated together. If we run out of time to answer questions, we'll answer them or I'll answer them in any case in due course via email. To ask a verbal question, please follow the instructions written below the board. How to vote.

Consistent with recent amendments to the Corp's Law, voting today will be conducted by way of a poll on all items of business. I'll shortly open voting for all resolutions. If you haven't done so, you can vote at today's meeting in person, attending it here physically by completing the blue shareholder form, which you have all got in the room. If you are eligible to vote and attending online, once voting opens, press the vote icon as I described before, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There's no need to hit a submit or end as the vote is automatically recorded. You will receive a vote confirmation notice on your screen. Before we go on any further, I'd now like to declare the voting open.

For any people online who wanna vote, people in the room will be dealt with in a moment. You can start voting from now. I'll appoint David Squires, who I also see sitting in the room from Computershare as the returning officer. At the end of the meeting, he will collect the votes in his box and tally them up after the meeting. We will release that to the ASX after the conclusion of the meeting. Usually, it takes only an hour, so you'll see that sometime this afternoon, I would imagine. You can change your vote anytime until I declare the voting closed, and I'll give you a couple of minutes warning at the end to let you know that the voting is closed.

In terms of casting your vote, if you've already voted and you don't intend to change your vote, then you don't need to do anything. However, if you've already voted and you do want to change your vote, voting on the resolutions is, as I said before, currently open, and you can vote at any time until I declare the voting closed. The results will not be updated on the screen. I'm gonna show you what the votes look like in a moment so far. That will be updated at the conclusion of the meeting and then released to the ASX. There may be some significant changes to that on resolution three because I know there's quite a lot of votes that still have not been lodged yet but will be being lodged now.

Please note that any shareholders, proxy holders or authorized shareholder representative may vote. Any directed proxies given to you by a shareholder will automatically be cast as directed when the poll is closed. For those attending online, the voting tab is available within the navigation bar. Press the Vote icon and all resolutions should be activated with voting options. To cast your vote, simply select one of the options. There's no need to hit a Submit or Enter button, as the vote's automatically recorded. There's a lot of duplication here, so we need this out, I think, when we get to the next month meeting. You will receive a vote confirmation notification on your screen. When voting is closed, your final voting selection will be recorded. For the people in the room, please mark the back of your voting cards as you see fit.

Once the poll is declared closed, the Computershare staff will collect these from you. If you've got any difficulties in the meantime, then call Computershare's hotline on Melbourne 9415 4824. Okay, let's go on to the proxy voting results. Thank you, Jan. I'll now move to consideration of the formal resolutions. I advised at the beginning of the meeting that we will vote by way of a poll. Obviously that's needed given you've got virtual people and people changing their minds. I intend, as chairman, to vote any undirected proxies in favor of all the resolutions. We'll now consider the first resolution. This is a resolution to approve the placement. It's item number one on your notice of meeting.

A voting exclusion statement applies to this and to the next item in terms of limiting the ability of directors to vote on these resolutions, given their self-interest in the matter. It's outlined in the annual general meeting. However, the directors recommend that shareholders vote in favor of this resolution. I'm gonna put the resolution now, which is an ordinary resolution, and it's in your notes, that for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the issue of fully paid ordinary shares in the company under the placement. If resolution one is passed, the conditional placement, as described in the explanatory notes accompanying and forming part of the notice of meeting. Are there any questions from the audience today?

This is the placement which was part of the AUD 53 million raising we did, a month and a half ago, I suppose. Any questions? Yeah. Jan, any questions online?

Jan Gielen
CFO and Company Secretary, PolyNovo

No questions, Dave.

Dave McQuillan
Non-Executive Director, PolyNovo

Oh, this is great. All right. I'm gonna move on to the next question. I don't need you to vote. You already are voting. I'm gonna move on and assume that this is being done by way of the poll. Item two on the notice of meeting is the issue of shares to the directors under the conditional placement. Because, all directors, I think, apart from one, took shares in the placement themselves. The one who did not took up the SPP.

Voting exclusion statement applies to this as well, and it's outlined in the annual general meeting. Directors recommend that shareholders vote in favor of the resolution. I'm gonna put the resolution to the meeting as an ordinary resolution. It goes like this, it's in your notes, that for the purpose of Listing Rule 10.11 and for all other purposes, shareholders approve the issue of fully paid ordinary shares in the company to directors under the conditional placement as described in the explanatory notes accompanying and forming part of the notice of meeting. Are there any questions from the audience today? No. Jan, do you have any questions online?

Jan Gielen
CFO and Company Secretary, PolyNovo

No questions, Dave.

Dave McQuillan
Non-Executive Director, PolyNovo

Okay. That will go to a poll, and please vote if you haven't already voted.

The last item or item three on the agenda of the notice of meeting is the amendment of the Constitution. I'll put the following resolution to the meeting as an ordinary resolution. It goes like this. That the Constitution of the company is modified as defined in the notice of meeting items three little A to three little E, and as described in the explanatory notes and accompanying forming part of the notice of meeting is approved. Are there any questions from the audience today? No, there are none. Jan, anything online?

Jan Gielen
CFO and Company Secretary, PolyNovo

No questions, Dave.

Dave McQuillan
Non-Executive Director, PolyNovo

We're off to the races. Thank you. All right. Voting's still open, and I'll give you a two-minute warning that I'm about to close voting and close the meeting. Let's just talk amongst ourselves for a couple of minutes.

You will have seen a bit of press on the company just recently. While you're voting your blue cards, the Computershare will run around and collect those. As they're doing that, you will have seen a bit of press on the company in the last couple of days. One large article in The Oz, referring to the JPMorgan conference that was held over the last few days of last week in San Francisco, where there was several thousand biotechs and investors there. Swami and I attended for really no other reason than just to get a better understanding of all our competitors, people in the space.

Swami Raote presented to the conference. I think the things that sort of stand out to me that came out of it's relevant to us anyway, but I make some comments in The Australian article that appeared, I think on Monday about it. First things first, we probably saw maybe 12-20 companies that we thought could be relevant to us. Our presentation and those meetings, one-on-one meetings with CEOs and CFOs of various competitors and tangential companies, was really about saying, "Look, this is who we are." Interestingly, everybody we spoke to knew who we were. Everybody we spoke to said good things about us. They'd only heard good things, even though if they hadn't seen it with their own eyes.

Everybody was very much aware that our the sort of outcomes of various uses of the product. We got a good hearing from everybody, in other words, and it was important for us anyway to know that, you know, we are on people's radars. The message we were sending to the market was really about saying, "Look, we're going ahead very quickly on getting more feet on the ground in the U.S., in Hong Kong, in Canada, and elsewhere, in India, of course." We're gonna grow pretty as hard as we can there, and that might mean going from 50, 60 people in the U.S . To 100 and so on in various markets.

We see the business as having a whole lot of silos tangential to what we're doing in burns and wounds. Those sorts of tangential markets might be plastics, reconstruction surgery, podiatry, et cetera. Part of being in the U.S. was not only to talk to people that we thought were direct competitors, and to also attend their presentations, but to people who had presence in other silos. Really what we said to them was, "Look, we've come here with a white sheet of paper. We think we wanna hit some of these silos harder and quicker than what we will get to on our own.

We've got a completely open mind about whether we did some sort of distribution arrangement, some sort of other alliance, whether we bought you bought us, whatever." Not really you bought us, but we just basically threw a lot of burly out there to get people thinking about us in a different way. There was nothing concluded that came out of that. There's certainly some interest, and whether we're interested or not, we don't know. That's really it. I think I said in the press, and it's true, that certainly I spoke to no investors. I didn't go there to talk to any investors. I spoke to none, and I only talked to corporates. That was really the purpose of it.

There was 12 other Australian companies there really looking for money, we didn't go for that reason. We don't think we need it. Our really focus is on how you grow the business. Second article you'll see, I think is in the paper this morning, The Oz, it really has to do with the announcement we made to the ASX yesterday. It's quite a long article about how our sales have grown in the U.S. and around the world. You know, you'll be aware that we released in Canada in December, at their burns conference and then in Hong Kong around the same week or thereabout. In both those markets we have early sales, so we're pretty happy about that.

It's, it's a very good indication, I think, that those markets and the rest of them, for that matter, are gonna be very important to us. We've had really good recent growth in the UK as well. Even though the rest of the world sales in the announcement I made yesterday for the first half, unaudited, remember, we're up 100+%, we're coming off a pretty low base, so let's not get too excited about it. The early indications are that the surgeons have heard about it, like most of our competitors have done as well, and just putting it in front of them and making it easier for them to use, is gonna be really good for us.

There's a long piece, I think, in The Oz this morning written by Jared Lynch, which is worth a read if you haven't already read it. All right. I'm now gonna close the voting, and shareholders in the room have now submitted their voting cards. For that reason, the poll is now closed, and the results will be compiled now and hopefully be up in the market very shortly. There's no other business, I propose to close the meeting, and I thank you, the four of you who came here today, for coming and those people online, and I hope we can live up to your expectations for the second half of the year. Thank you.

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