Bionomics : Becoming a substantial holder

For personal use only

facsimile

To:	ASX Company Announcements Platform	Fax:	[phone]
From:	Ravi Bains	Fax:	[phone]
	Citigroup Global Markets Australia Pty Limited
Date:	24 December 2021	Pages:	90 (including cover
			sheet)
Subject:	Submission of Form 603 re: Binomics Limited [BNO.AX]

If you do not receive all pages, please telephone on 61 2 8225 4845

This fax is confidential and may be privileged. If you are not the intended recipient, please notify the sender immediately by telephone.

Citibank, N.A. and its related bodies corporate act as the depository bank for American Depository Receipt (ADR) programs established by certain Australian issuers in respect of both sponsored and unsponsored ADR programs.

Under the rights granted to Citibank, N.A. through the attached ADR program and pursuant to the operation of section 608(1), 608(8) and 606 of the Corporations Act Citibank, N.A.gained a relevant interest of 22.2946% of BNO's ordinary fully paid securities.

Please find enclosed Citi's notice of initial substantial shareholder including details of its relevant interest, and a copy of the Agreement.

CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED

ABN 64 003 114 832 AFSL 240992

A participant of ASX Group

Level 22, Citigroup Centre, 2 Park Street, Sydney NSW 2000	TELEPHONE: [phone]
	FACSIMILE: 61 2 8225 5114

For personal use only

Form 603

Notice of initial substantial shareholder Corporations Act

Section 671B

To:	Binomics Limited ("BNO", Ordinary Fully Paid)

1. Details of substantial shareholder
   Citigroup Global Markets Australia Pty Limited (ACN 003 114 832) and each of the related bodies corporate in the Citigroup group of companies worldwide (for more details please visit www.citigroup.com).
   The holder became a substantial holder on 20 December 2021.
2. Details of voting power
   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of	Person's vote	Voting Power
	securities
BNO, Ordinary Fully	291,960,000	291,960,000	22.2946%
Paid

3. Details of relevant interests

Holder of relevant interest	Nature of relevant interest	Class and number
		of securities
Citibank, N.A.	Citibank, N.A. holds a relevant interest	291,960,000
	in these shares acting as Depositary	BNO Ordinary Fully
	as outlined in the agreement attached	Paid
	to this notice

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of	Class and number of
	securities	securities
Citibank, N.A.	Citicorp Nominees Pty Ltd	291,960,000
		BNO Ordinary Fully Paid

CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED

ABN 64 003 114 832 AFSL 240992

A participant of ASX Group

Level 22, Citigroup Centre, 2 Park Street, Sydney NSW 2000	TELEPHONE: [phone]
	FACSIMILE: 61 2 8225 5114

For personal use only

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant	Date of	Consideration	Class and number
interest	acquisition		of securities
Citibank, N.A.	20 December	USD 0.06861 per share	291,960,000
	2021		BNO Ordinary Fully
			Paid

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Citibank, N.A.	Each of the related bodies corporate in the
	Citigroup group of companies worldwide (for more
	details please visit www.citigroup.com).

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Citibank, N.A.	388 Greenwich Street,
	New York, New York, 10013, U.S.A.
Dated this day, 24 December 2021.

Ravi Bains

Head of Markets Compliance Australia

Citigroup Global Markets Australia Pty Limited

CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED

ABN 64 003 114 832 AFSL 240992

A participant of ASX Group

Level 22, Citigroup Centre, 2 Park Street, Sydney NSW 2000	TELEPHONE: [phone]
	FACSIMILE: 61 2 8225 5114

EX-99.(A) 2 e621136_ex99-a.htm

Exhibit (a)

For personal use only

DEPOSIT AGREEMENT

by and among

BIONOMICS LIMITED

and

CITIBANK, N.A.,

as Depositary,

and

THE HOLDERS AND BENEFICIAL OWNERS OF

AMERICAN DEPOSITARY SHARES

ISSUED HEREUNDER

Dated as of December [__], 2021

		TABLE OF CONTENTS
ARTICLE I
DEFINITIONS	"ADS Record Date"
Section	1.1
Section	1.2	"Affiliate"
Section	1.3	"American Depositary Receipt(s)", "ADR(s)" and "Receipt(s)"
Section	1.4	"American Depositary Share(s)" and "ADS(s)"
Section	1.5	"Beneficial Owner"
Section	1.6	"Certificated ADS(s)"
Section	1.7	"Citibank"
Section	1.8	"Commission"
Section	1.9	"Company"
Section	1.10	"Custodian"
onlySection	1.11	"Deliver" and "Delivery"
Section	1.12	"Deposit Agreement"
Section	1.13	"Depositary"
Section	1.14	"Deposited Property"
Section	1.15	"Deposited Securities"
Section	1.16	"Dollars" and "$"
Section	1.17	"DTC"
Section	1.18	"DTC Participant"
Section	1.19	"Exchange Act"
useSection	1.20	"Foreign Currency"
Section	1.21	"Full Entitlement ADR(s)", "Full Entitlement ADS(s)" and "Full Entitlement Share(s)"
Section	1.22	"Holder(s)"
personal	1.23	"Partial Entitlement ADR(s)", "Partial Entitlement ADS(s)" and "Partial Entitlement
Section
		Share(s)"
Section	1.24	"Principal Office"
Section	1.25	"Registrar"
Section	1.26	"Restricted Securities"
Section	1.27	"Restricted ADR(s)", "Restricted ADS(s)" and "Restricted Shares"
Section	1.28	"Securities Act"
Section	1.29	"Share Registrar"
Section	1.30	"Shares"
Section	1.31	"Uncertificated ADS(s)"
Section	1.32	"Uncertificated Restricted ADS(s)"
Section	1.33	"United States" and "U.S."

ARTICLE II

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

Section 2.1 Appointment of Depositary.

For	i

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