25 Nov

Appendix 1A and Information Form and Checklist

Rule 1.7 ASX Listing Rules Appendix 1A (01/12/19) Page 1 + See chapter 19 of the ASX Listing Rules for defined terms. Legal/76719076_1 Appendix 1A Application for Admission to the ASX Official List (ASX Listing) Name of entity 1 Biome Australia Limited ABN/ARBN Date of this form ACN 627 364 014 19 October 2021 We (the entity named above) apply for admission to the + official list of ASX Limited (ASX) as an ASX Listing and for + quotation of the following + securities (or such other number of + securities as we may notify to ASX prior to the commencement of + quotation): Number + Class (quoted only) Estimated maximum number and + class of + securities to be quoted on ASX at the commencement of quotation on ASX 199,909,875 Ordinary Shares By giving this form to ASX, we agree to the matters set out in Appendix 1A of the ASX Listing Rules. Notes: 1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]”. 2. An entity seeking admission to the official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. ASX Listing Information Form and Checklist (01/12/19) Page 1 Legal/76719077_4 Information Form and Checklist (ASX Listing) Name of entity ABN/ ACN/ ARBN/ARSN Biome Australia Limited ACN 627 364 014 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: by giving an Appendix 1A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1A of the ASX Listing Rules). The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”. All entities – corporate details 1 Type of Australian registration number given above (eg ABN, ACN, ARSN or ARBN) ACN 627 364 014 Legal entity identifier, if applicable Biome Australia Limited Place of incorporation or establishment Victoria Date of incorporation or establishment 6/07/2018 Legislation under which incorporated or established Corporations Act 2001 (Cth) Address of registered office in place of incorporation or establishment 16 Dover Street, Cremorne Victoria 3121 Main business activity Biome Australia Limited is an Australian company that licences, develops and markets innovative, evidence-based, complementary medicines, including nutraceuticals (food-based vitamins and weight management products) and live biotherapeutics (probiotics). Biome Australia markets and distributes clinically researched products developed in conjunction with its strategic partners. Country where main business activity is mostly carried on Australia Other exchanges on which the entity is listed Nil 1 If the entity applying for admission to the official list is a stapled group, please provide these details for each entity comprising the stapled group. ASX Listing Information Form and Checklist (01/12/19) Page 2 Legal/76719077_4 Street address of principal administrative office 16 Dover Street, Cremorne Victoria 3121 Postal address of principal administrative office 16 Dover Street, Cremorne Victoria 3121 Telephone number of principal administrative office + 61 3 9017 5800 E-mail address for investor enquiries activatedcorporate@activated.co Website URL www.biomeaustralia.com All entities – board and senior management details 2 Full name and title of chairperson of directors Mr Ilario Faenza Full names of all existing directors Name Role Mr Ilario Faenza Chairman Mr Blair Vega Norfolk Managing Director Ms Dominique Fisher Non-executive Director (independent) Full names of any persons proposed to be appointed as additional or replacement directors Nil Full name and title of CEO/managing director Name Role Mr Blair Vega Norfolk Managing Director Email address of CEO/managing director blair@activated.co Full name and title of CFO Name Role Mr Douglas Loh Chief Financial Officer Email address of CFO douglas@activated.co Full name and title of company secretary Name Role George Lazarou Company Secretary Email address of company secretary glazarou@citadelcapital.com.au All entities – ASX compliance contact details 3 Full name and title of ASX contact(s) Mr George Lazarou, Company Secretary 2 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust. 3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available. ASX Listing Information Form and Checklist (01/12/19) Page 3 Legal/76719077_4 Business address of ASX contact(s) 16 Dover Street, Cremorne Victoria 3121 Business phone number of ASX contact(s) 03 9017 5800 Mobile phone number of ASX contact(s) 0412 076 641 Email address of ASX contact(s) glazarou@citadelcapital.com.au All entities – investor relations contact details Full name and title of person responsible for investor relations Ms Emma Needham - Corporate Communications and Media Advisor Business phone number of person responsible for investor relations +61 400 266 659 Email address of person responsible for investor relations media@activated.co All entities – auditor details 4 Full name of auditor JTP Assurance All entities – registry details 5 Name of securities registry Automic Pty Ltd Address of securities registry Level 5,126 Phillip Street Sydney NSW 2000 Phone number of securities registry 1300 288 664 Fax number of securities registry N/A Email address of securities registry hello@automic.com.au Type of subregisters the entity will operate 6 CHESS and issuer sponsored subregisters All entities – key dates Annual balance date 30 June Month in which annual meeting is usually held (or intended to be held) 7 November 4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.12). 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities. 6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.23). 7 May not apply to some trusts. ASX Listing Information Form and Checklist (01/12/19) Page 4 Legal/76719077_4 Months in which dividends or distributions are usually paid (or are intended to be paid) October / November Trusts – additional details Name of responsible entity N/A Full names of the members of the compliance committee (if any) N/A Entities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process N/A Address of registered office in Australia (if any) N/A Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed N/A Is the ASX listing intended to be the entity’s primary or secondary listing N/A Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”. In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 2 copies of the applicant’s Offer Document (as lodged with ASIC) referred to in item 4 and the 10 printed versions of the final Offer Document referred to in note 10) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19). A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents N o Item Location /Conf i r mation 1. A c opy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Please see the Certificate of Incorporation attached. Refer to Document 1 . ASX Listing Information Form and Checklist (01/12/19) Page 5 Legal/76719077_4 N o Item Location /Conf i r mation 2. A c opy of the entity’s constitution (L isting Rule 1.1 C ondition 2) 8 Please see the Constitution attached. Refer to Document 2 . 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2) 9 Biome Australia's Constitution includes the provision of Appendix 15A. 4. An electronic version and 2 hard copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3) 10 Please see the electronic copy of the Prospectus attached. Two hard copies will follow. Refer to Document 3 . 5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)? Please see 'Important Information' in the Prospectus under the heading 'Lodgement and listing'. 6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14) 11 Please see the ASX Online Agreement attached. The original will follow. Refer to Document 4 . 7. If the entity’s corporate governance statement 12 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 16) Please see Section 6.13 of the Prospectus. 8. If the entity will be included in the S & P All Ordinaries Index on admission to the official list, 13 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)? Biome Australia Limited will not be included in the S & P All Ordinaries Index on admission to the official list. 9. If the entity will be included in the S & P / ASX 300 Index on admission to the official list, 14 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to the composition and operation of the audit committee (Listing Rule 1.1 Condition 17)? Biome Australia Limited will not be included in the S & P / ASX 300 Index on admission to the official list. 10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list, 15 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18) Biome Australia Limited will not be included in the S & P / ASX 300 Index on admission to the official list. 11. If the entity’s trading policy is included in its Offer Document , the page reference where it is included. Otherwise, a copy of the entity’s trading policy (Listing Rule 1.1 Condition 19) The Biome Australia Trading Policy is only summarised in the Prospectus. Please see the Trading Policy attached. Refer to Document 5 . 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. 10 The applicant should also provide 10 printed copies of the final Offer Document to ASX as soon as they are available. 11 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website. 12 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. 13 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. 14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 15 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. ASX Listing Information Form and Checklist (01/12/19) Page 6 Legal/76719077_4 N o Item Location /Conf i r mation 12. For each director or proposed director, the CEO or proposed CEO, and the CFO or proposed CFO (together, “relevant officers”) of the entity at the date of listing, 16 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 17 Director / officer Countries of residence in past 10 years Ilario Faenza Australia Blair Vega Norfolk Australia and the United Kingdom Dominique Fisher Australia Douglas Chee Yong Loh Australia 13. For each relevant officer , a list of any other names or alias they have used in the past 10 years, including any maiden name or married name 18 (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Director Other names Ilario Faenza Nil Blair Vega Norfolk Blair Norfolk Dominique Fisher Nil Douglas C h ee Yong Loh Nil 14. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Director / Officer Australian criminal history check Ilario Faenza Document 6 Blair Vega Norfolk Document 7 Dominique Fisher Document 8 15. Douglas Chee Yong Loh Document 9 16. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 14 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration 19 from the relevant officer confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of his or her duties as a director or officer of a company or other entity; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Director Foreign criminal history check Blair Vega Norfolk (United Kingdom) Document 10 17. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Director / officer Insolvency check Ilario Faenza Document 11 Blair Vega Norfolk Document 12 Dominique Fisher Document 13 16 If the entity applying for admission to the official list is a trust, references in items 12, 13, 14, 16, 17, 19 and 20 to a relevant officer mean a relevant officer of the responsible entity of the trust. 17 The information referred to in items 12, 13, 14, 16, 17, 19 and 20 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1 Condition 20. 18 The sample statutory declaration referred to in item 20 below addresses this requirement. Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 14, 16, 17, 19 must cover all of the names or aliases the relevant officer has used over that period. 19 The sample statutory declaration referred to in item 20 below also addresses this requirement. ASX Listing Information Form and Checklist (01/12/19) Page 7 Legal/76719077_4 N o Item Location /Conf i r mation 18. Douglas Chee Yong Loh Document 14 19. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 17 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration 20 from the relevant officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Director Foreign Insolvency check Blair Vega Norfolk (United Kingdom) Document 15 20. A statutory declaration 21 from each relevant officer specifying whether they have used any other name or alias in the past 10 years and confirming that: (a) the relevant officer has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the relevant officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the relevant officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director or officer of a listed entity; (d) no listed entity of which he or she was a relevant officer (or, in the case of a listed trust, in respect of which he or she was a relevant officer of the responsible entity of the trust) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the relevant officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the relevant officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Director Statutory declaration Ilario Faenza Document 16 Blair Vega Norfolk Document 17 Dominique Fisher Document 18 Douglas Chee Yong Loh Document 19 \ 21. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) Please see a specimen holding statement for ordinary shares attached. Refer to Document 20 . 22. Please either: (a) enter “Confirmed” in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or Confirmed 20 The sample statutory declaration referred to in item 20 below also addresses this requirement. 21 A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website. ASX Listing Information Form and Checklist (01/12/19) Page 8 Legal/76719077_4 N o Item Location /Conf i r mation (b) attach a statement explaining the cir cumstances and state the location of that statement 23. P lease enter “Confirmed” in the column to the right to confirm that the entity has paid its initial listing fee 22 Confirmed All entities – group structure 24. Where in the Offer Document is there a diagram showing the group structure of the entity, identifying (where applicable) each material child entity and the nature and location of the business activities it undertakes Please refer to: • Section 3.1.3 (Corporate and organisational structure and business divisions) • Section 13.1 (Registration) of the Prospectus. 25. If the entity has any material child entities, where in the Offer Document is there a list of all such child entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? Please refer to: • Section 3.1.3 (Corporate and organisational structure and business divisions) • Section 13.1 (Registration) of the Prospectus. 26. If the entity has any material investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all such associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? Nil 27. If the entity has a material interest in a joint venture , where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement? Nil 28. If the entity does not hold its material assets and business operations directly itself or indirectly through a child entity, where in the Offer Document is there an explanation of why that structure has been employed and the risks associated with it? N/A. All material assets and business operations are held by Biome Australia or indirectly through a child entity. All entities – capital structure 29. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and Please refer to Section 1 3. 2 (Capital structure – as at the Prospectus Date and on IPO Completion) of the Prospectus. Please refer to Section 13.2 (Capital structure – On IPO Completion on a fully diluted basis) of the Prospectus. 22 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account: Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid. ASX Listing Information Form and Checklist (01/12/19) Page 9 Legal/76719077_4 N o Item Location /Conf i r mation (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Note: This applies whether the securities are to be quoted on ASX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. 30. If any class of securities referred to in the table mentioned in item 29 are not ordinary securities, where in the Offer Document does it disclose the terms applicable to those securities? Note: This applies whether the securities are to be quoted on ASX or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices; exercise terms and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of repayment or redemption; and conversion terms (if applicable). Please refer to: • Section 13.6 (Options (Existing Options and Lead Manager Options)) of the Prospectus for a summary of the terms applicable to the Options; • Section 13.7 (Performance Rights) of the Prospectus for a summary of the terms applicable to the Performance Rights. Please note that the Performance Rights automatically convert into ordinary shares on IPO Completion on a 1:1 basis. 31. Where in the Offer Document does it confirm that the entity’s free float at the time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)? Please refer to Section 1.5 (Capital structure, interests and benefits of key people and related party transactions) of the Prospectus next to the question "What escrow arrangements are in place". 32. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? Please refer to: • cover page of the Prospectus; • Section 1.6 (Summary of the Offer) of the Prospectus; • Section 7.1 (the Offer) of the Prospectus. 33. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 12)? Please refer to Sections: • 13.6 (Existing Options and Lead Manager Options) 34. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)? N/A 35. I s the entity propos ing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in Annexure A to Guidance Note 1 and has made appropriate arrangements with the bookrunner to obtain this information. Biome Australia is not proposing to offer any securities by way of a bookbuild. All entities – business information 36. Where in the Offer Document is there a description of the history of the entity? Please refer to Section 3 .1.2 (Our history) of the Prospectus for a ASX Listing Information Form and Checklist (01/12/19) Page 10 Legal/76719077_4 N o Item Location /Conf i r mation description of the history of the Biome Australia Group. 37. Where in the Offer Document is there a description of the entity’s existing and proposed activities and level of operations? Please refer to Section 3 (Business overview) of the Prospectus, particularly Section 3.1.1 (Who is Biome Australia Limited) and Section 3.4 (business model) and Section 3.8 (Growth strategies) for a description of Biome Australia's existing and proposed activities. 38. Where in the Offer Document is there a description of the material business risks the entity faces? Please refer to Section 5 (Risk factors) of the Prospectus detailing a description of the material business risks Biome Australia faces. 39. Where in the Offer Document is there a table setting out the proposed use of the proceeds of the offer? Please refer to Section 7.4 (Application of proceeds) of the Prospectus for a table setting out the proposed use of proceeds of the Offer. All entities – related parties, promoters and advisers 40. Has the entity undertaken a placement of securities in the last 2 years in which a related party or their associates, a promoter or their associates, or an adviser involved in the offer or their associates, have participated? If so, please attach a statement (a) explaining the circumstances of the placement; (b) listing the names and addresses of the participants in the placement, the number of securities they received in the placement and the consideration they provided for those securities; and (c) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser. Please refer to the Restriction on Securities Table – Document 21 The Restriction Securities Table details those placement that occurred within the past 24 months. These placement were conducted at 6c and were conducted to raise capital for the business operations of Biome Australia. 41. Does an adviser to the offer ha ve a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer? If so, where in the Offer Document is there a clear and concise statement explaining in one location all of the interests that adviser has in the success of the offer, including (without limitation): (a) the number and type of securities in the entity in which the adviser and its associates currently have a relevant interest; (b) details of the consideration paid or provided by the adviser or its associates for the securities referred to in (a) above; (c) the fees or other consideration the adviser or an associate may receive for services provided in connection with the offer; (d) the fees or other consideration the adviser or an associate may receive under any ongoing mandate they may have with the entity post the offer; (e) if the consideration in (c) or (d) above includes any convertible securities (including options, performance shares or performance rights), details of the number and terms of those securities, the percentage of the entity’s issued capital at listing they will convert into if they are converted, the value the entity believes the convertible securities are worth and the basis on which the entity has determined that value; and No adviser to the offer has a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer. ASX Listing Information Form and Checklist (01/12/19) Page 11 Legal/76719077_4 N o Item Location /Conf i r mation (f) if the adviser or any of its associates have participated in a placement of securities by the entity in the preceding 2 years, full details of the securities they received in the placement and the consideration they paid or provided for those securities? All entities – other information and documents 42. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy? Please refer to Section 4.8 (Dividend policy) of the Prospectus for a description of Biome Australia's proposed dividend policy. 43. Does the entity have or propose to have a dividend or distribution reinvestment plan? If so, where are the existence and ma terial terms of the plan disclosed in the Offer Document? As at the Prospectus Date, Biome Australia does not have a dividend or distribution reinvestment plan. A copy of the terms of the plan N/A 44. Does the entity have or propose to have a n employee incentive scheme ? If so, where are the existence and ma terial terms of the scheme disclosed in the Offer Document? As at the Prospectus Date, Biome Australia has an employee incentive scheme. Refer to Section 13.8 (Equity Incentive Plan) of the Prospectus for a description of the material terms of Biome Australia's incentive plan. Where in the Offer Document is there a statement as to whether directors 23 are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate? Refer to Section 13.8 (Equity Incentive Plan) of the Prospectus for a statement as to whether directors are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate. A copy of the terms of the scheme Please see the Employee Incentive Plan attached. Document 22. 45. Has the entity entered into any material contracts (including any underwriting agreement relating to the securities to be quoted on ASX)? 24 If so, where are the existence and main terms of those material contracts disclosed in the Offer Document? Please refer to Section 9 (Material Contracts) of the Prospectus for a summary of the material terms of the material contracts. Copies of all of the material contracts referred to in the Offer Document Please see the following Material Contracts attached: • Document 23 - Supply Agreement – Probiotical • Document 24 – Supply Agreement - Probi 23 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust. 24 It will assist ASX if the material contracts are provided both in hard copy and in electronic format. ASX Listing Information Form and Checklist (01/12/19) Page 12 Legal/76719077_4 N o Item Location /Conf i r mation • Document 25 – Supply Agreement - Greenleaf • Document 26 – Supply Agreement - AVS • Document 27 – Distribution Agreement - API Services • Document 28 – Distribution Agreement – Symbion • Document 29 – Distribution Agreement – Blooms • Document 30– Distribution Agreement – TW • Document 31– Key Employment and Appointment Agreements 46. If the entity is not an externally managed trust and the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above (Listing Rule 3.16.4) Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust. Please refer to Section 9.9 (Key employment and appointment agreements) of the Prospectus for a summary of the material terms of the employment and appointment agreements with the Directors. 47. Please enter “Confirmed” in the column to the right to indicate that the material contracts summarised in the Offer Document include, in addition to those mentioned in item 46, any other material contract(s) the entity or a child entity has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust. Confirmed. 48. Please enter “Confirmed” in the column to the right t o indicate that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist Confirmed. 49. A copy of the entity’s most recent annual report Please see attached the 30 June 2021 annual audited accounts Document 32. Entities that are trusts 50. Evidence that the entity is a registered managed investment scheme or has an exemption from ASIC from that requirement (Listing Rule 1.1 Condition 5(a)) N/A 51. If the entity is exempted from the requirement to be a registered managed investment scheme, evidence that its responsible entity is either an N/A ASX Listing Information Form and Checklist (01/12/19) Page 13 Legal/76719077_4 N o Item Location /Conf i r mation Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act (Listing Rule 1.1 Condition 5(b)) 52. Please enter “Confirmed” in the column to the right t o indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5(c)) N/A Entities applying under the profit test (Listing Rule 1.2) 53. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1) N/A 54. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2) N/A 55. Audited accounts for the last 3 full financial years , including the audit reports (Listing Rule 1.2.3(a)) N/A 56. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.2.3(b)) N/A 57. A reviewed p ro forma statement of financial position , including the review (Listing Rule 1.2.3(c)) 25 N/A 58. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4) N/A 59. Evidence that the entity’s profit from conti nuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $500,000 (Listing Rule 1.2.5) N/A 60. Is there a s tatement in the Offer Document that the entity’s directors 26 have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the Offer Document If so, where is it? If not, please attach such a statement signed by all of the entity’s directors 27 (Listing Rule 1.2.6) N/A Entities applying under the assets test (Listing Rule 1.3) 61. Evidence that the entity has : (a) if it is not an investment entity, net tangible assets of at least $4 million (after deducting the costs of fund raising) or a market capitalisation of at least $15 million; (b) if it is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or (c) if it is a pooled development fund, net tangible assets of at least $2 million (Listing Rule 1.3.1 and 1.3.4) • Refer to 'Key Offer Statistics' of the Prospectus and Section 4.5 of the Prospectus • Not applicable • Not applicable 25 The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant. 26 If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust. 27 If the entity applying for admission to the official list is a trust, the statement should be signed by all of the directors of the responsible entity of the trust. ASX Listing Information Form and Checklist (01/12/19) Page 14 Legal/76719077_4 N o Item Location /Conf i r mation 62. Evidence that: (a) at least half of the entity’s total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash; 28 or (b) there are commitments consistent with its stated objectives under Listing Rule 1.3.3(a) to spend at least half of the entity’s cash and assets in a form readily convertible to cash And if (b) above applies, where in the Offer Document is there an expenditure program setting out those commitments (Listing Rule 1.3.2) At least half of Biome's total tangible assets (after raising any funds) will be cash or in a form readily convertible to cash. Please refer to Section 7.6 (Application of proceeds) 63. Where in the Offer Document is there a statement setting out the objectives the entity is seeking to achieve from its admission and the offer (Listing Rule 1.3.3(a))? Please refer to S ection 7. 5 (Purpose of the Offer) of the Prospectus for the statement. 64. Is there a statement in the Offer Document that the entity has enough working capital at the time of its admission to carry out those stated objectives? If so, where is it? If not, attach a statement by an independent expert confirming that the entity has enough working capital to carry out its stated objectives (Listing Rule 1.3.3(b)) Please refer to Section 7. 9 ( Potential effect of the Offer on the future of the Company) of the Prospectus for the statement. 65. Evidence that the entity’s working capital (as shown in its reviewed pro forma statement of financial position under listing Rule 1.3.5(d)) is at least $1.5 million (Listing Rule 1.3.3(c)) Please refer to Table 4.5 in Section 4.5 of the Prospectus. 66. A udited a ccounts for the last 2 full financial years , including the audit report s (Listing Rule 1.3.5(a)) Please see the 30 June 2019 audited accounts, 30 June 2020 audited accounts and 30 June 2021 annual audited accounts Document 32, Document 33, Document 34 67. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.3.5(b)) N/A 68. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity, audited accounts for the last 2 full financial years for that other entity or business, including the audit reports (Listing Rule 1.3.5(c) first bullet point) N/A 69. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity and the last full financial year for that other entity or business ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) from the end of the last full financial year for that other entity or business, including the audit report or review (Listing Rule 1.3.5(c) second bullet point) N/A 70. A reviewed p ro forma statement of financial position , including the review (Listing Rule 1.3.5(d)) 29 Please refer to Section 4.5 of the Prospectus and Section 8 28 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily convertible to cash. 29 The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant. ASX Listing Information Form and Checklist (01/12/19) Page 15 Legal/76719077_4 N o Item Location /Conf i r mation (Independent Limited Assurance Report) of the Prospectus. Entities with restricted securities 71. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity’s voting securities at any time in the 12 months before the date of this application The only people to have held a relevant interest in at least 10% of Biome Australia's voting securities in the 12 months prior to lodgement of this application is Douglas Loh and his associates, being: • ASTRO SUPERANNUATION HOLDINGS PTY LTD  • EMMANUEL INVESTMENT HOLDINGS PTY LTD  • CAROLINE LOH • TIMOTHY LOH In September 2020, held 10.02%. The current % holding is 7.52%. 72. A completed ASX Restricted Securities Table 30 Please see the ASX Restricted Securities Table Attached as Document 21. 73. Copies of all restriction deeds (Appendix 9A) entered into in relation to restricted securities (Listing Rule 9.1(b)) 31 These will be provided once the ASX has confirmed escrow. 74. A list of all security holders sent a restriction notice (Appendix 9C) in relation to restricted securities and a sample of the restriction notice (Listing Rule 9.1(c)) 32 These will be provided once the ASX has confirmed escrow. 75. If the entity intends to use a third party to maintain its issuer sponsored subregister, a written undertaking from that third party to comply with Listing Rule 9.1(e) (Listing Rule 9.1(f)) To be provided before the admission to the official list and the quotation of ordinary shares on the ASX. 76. Are any of th e restricted securities in a class that is not intended to be quoted on ASX? If so, a sample of the share certificate for the restricted securities with the statement required under Listing Rule 9.1(g)(iii). Yes, some of the Options will be Restricted Securities. Please see a sample option holding statement – Document 35. C opies of the undertaking ( s ) from a bank or recognised trustee to hold the certificates for the restricted securities in escrow (Listing Rule 9.1(g)(iv)) N/A, the Share Registry will maintain the Options Register. 30 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website. 31 ASX will advise which restricted securities are required to be escrowed via a restriction deed under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction deeds and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing. 32 ASX will advise which restricted securities are required to be escrowed via a restriction notice under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction notices have not been provided to all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing. ASX Listing Information Form and Checklist (01/12/19) Page 16 Legal/76719077_4 N o Item Location /Conf i r mation If the entity intends to use a third party to maintain its certificated subregister, a written undertaking from that third party to comply with Listing Rule 9.1(g) (Listing Rule 9.1(h)) To be provided before the admission to the official list and the quotation of ordinary shares on the ASX. Entities (other than mining exploration entities and oil and gas exploration entities) with classified assets 33 77. W ithin the 2 years preceding the date of the entity’s application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, a classified asset from any person? If so, where in the Offer Document does it disclose: (a) the date of the acquisition or agreement; (b) full details of the classified asset, including any title particulars; (c) the name of the vendor; (d) if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s); (e) details of the relationship between the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of, or adviser to, the entity; and (f) details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor, and, if the vendor acquired the classified asset from a third party within that 2 year period, the equivalent details to those set out above in relation to the arrangements between the vendor and the third party? W ithin the 2 years preceding the date of Biome's application for admission to the official list, it has not acquired, or entered into an agreement to acquire, a classified asset from any person. Is the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, are any of the beneficial owner(s)) a related party or promoter of the entity or an associate of a related party or promoter of the entity? If so, please enter “Confirmed” in the column to the right to indicate that the consideration paid by the entity for the classified asset was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred by the vendor in developing the classified asset 34 or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9.2 (Listing Rule 1.1 Condition 11) N/A I f cash is being paid or proposed to be paid in connection with the acquisition of a classified asset from a related party or promoter, please provide supporting documentation to demonstrate that it was for the reimbursement of expenditure incurred by the vendor in developing the classified asset N/A Please also provide a copy of the agreement(s) relating to the acquisition entered into by the entity and any expert’s report or valuation obtained by the entity in relation to the acquisition N/A 33 A “classified asset” is defined in Listing Rule 19.12 as: (a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest; (b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and which entitles the entity to develop, manufacture, market or distribute the property; (c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or (d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above. 34 ASX may require evidence to support expenditure claims. ASX Listing Information Form and Checklist (01/12/19) Page 17 Legal/76719077_4 N o Item Location /Conf i r mation Mining entities 78. A completed Appendix 1A Information Form and Checklist Annexure 1 (Mining Entities) 35 N/A Oil and gas entities 79. A completed Appendix 1A Information Form and Checklist Annexure 2 (Oil and Gas Entities) 36 N/A Entities incorporated or established outside of Australia 80. A completed Appendix 1A Information Form and Checklist Annexure 3 (Foreign Entities) 37 N/A Externally managed entities 81. A completed Appendix 1A Information Form and Checklist Annexure 4 (Externally Managed Entities) 38 N/A Stapled entities 82. A completed Appendix 1A Information Form and Checklist Annexure 5 (Stapled Entities) 39 N/A Further documents to be provided before admission to the official list In addition to the information and documents mentioned above, entities will be required to provide the following before their admission to the official list and the quotation of their securities commences: • When available, 10 printed copies of the final Offer Document ( see note 10 above); • A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders; • A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the following categories and the total percentage of the securities in that class held by the recipients in each category: • 1 - 1,000 • 1,001 - 5,000 • 5,001 - 10,000 • 10,001 - 100,000 • 100,001 and over • The number of holders of a parcel of securities (excluding restricted securities or securities subject to voluntary escrow) with a value of more than $2,000, based on the issue/sale price; • Any outstanding restriction deeds (Appendix 9A) and related undertakings; 40 • Any outstanding restriction notices (Appendix 9C); 41 and 35 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 36 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 37 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 38 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 39 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 40 See note 31 above. 41 See note 32 above. ASX Listing Information Form and Checklist (01/12/19) Page 18 Legal/76719077_4 • Any other information that ASX may require under Listing Rule 1.17. 42 42 Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 8 and achieved minimum spread without using artificial means (see Guidance Note 1 section 3.9).
Information on this Website is provided for general information purposes only and is not a substitute for professional advice. ASX Information (including company announcements and prices) is delayed by at least 20 minutes. JSE Information (including company announcements and prices) is delayed by at least 15 minutes. Reliance on the information you access on or from this Website is solely at your own risk. We make no representation or warranty in relation to the future performance of the companies that appear on this Website. Investment in securities involves risk and you should obtain independent professional legal, financial, investment or company advice before acting on any of the information you access on this Website. Using, browsing or otherwise accessing this Website is subject to our Terms and Conditions and our Privacy Policy.

© 2021 Listcorp. ABN 60 166 140 307

Never miss news from Biome Australia Limited (ASX:BIO) when you join Listcorp.