Welbilt Annual Report 2023

FY2023 Annual Report · Welbilt

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Appendix 4E - Preliminary Financial Report
for the year ended 30 June 2023

Weebit Nano Limited
ACN: 146 455 576

Details of the reporting period and previous reporting period
This preliminary financial report under ASX Listing Rule 4.3A covers Weebit Nano Limited and its
controlled entities (the “Group”) and is based on the audited Financial Report.

Results for announcement to the market

Revenue from ordinary activities

$NIL (100%)

$NIL

Loss from ordinary activities after tax attributable to
members

up $27,696,595
(40.9%)

to $38,038,124

Dividends

Final dividend
Interim dividend
Record date for determining entitlements to the dividend

Amount
security
NIL
NIL

per

Franked amount
per security
N/A
N/A

N/A

Net tangible assets per security with the comparative figure for the previous corresponding period

Net tangible asset backing per share

30 June 2023
45.234 cents

30 June 2022
31.918 cents

Details of entities over which control has been gained or lost during the year
There were no entities over which control has been gained or lost during the year.

Dividend paid or reinvested.
No dividends have been declared or are payable for the year ended 30 June 2023.

Dividend reinvestment plan
No dividend or distribution reinvestment plan was in operation during the year ended 30 June 2023.

Accounting standard for foreign entities
The accounts of foreign entities within the Group have been prepared in accordance with International
Financial Reporting Standards.

A commentary on the results and additional disclosure information required under ASX Listing Rule 4.3A
is disclosed within the Directors’ Report within the audited full year report for the 2023 financial year.

2023 Annual General Meeting and Director Nominations
Weebit Nano Limited advises that its 2023 Annual General Meeting (“AGM”) will be held on 23 November
2023. Further details regarding the AGM will be provided in the Notice of Meeting which will be made
available to shareholders and the ASX in October 2023.

In accordance with ASX Listing Rule 3.13.1, the closing date for receipt of nominations from persons
wishing to be considered for election as a director is Thursday, 5 October 2023.

ANNUAL REPORT 2023

WEEBIT NANO LIMITED
ACN: 146 455 576

Weebit Nano Key Targets for CY23

Initial Revenue
By end of CY 2023

Fab Partners
Sign with a Tier-1 fab

Qualification
Qualify technology for even
higher endurance

Customers
Close initial agreements

Continue R&D
Further technical enhancements
to ReRAM cell and selector
technologies

Scaling to 22nm
& below
Continue scaling the technology

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 20231

CONTENTS

Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The Weebit ReRAM Advantage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

The End of the Road for Flash Memory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Weebit Nano ReRAM: The Next NVM is Here! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Chairman’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CEO’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Review of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Operating and Financial Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Remuneration Report (Audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Corporate Governance Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Auditor’s Independence Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Consolidated Statement of Profit or Loss and Other Comprehensive Income . . 39

Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Directors’ Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

This Annual Report covers Weebit Nano Limited
(“Weebit” or the “Company”) and its subsidiaries
(collectively referred to as the “Group”).

Weebit is a company limited by shares, incorporated
and domiciled in Australia. Its registered office and
principal place of business is:

The financial report is presented in Australian dollars
(AUD).

Weebit Nano Limited
C/- Acclime Corporate Services Australia Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

2022 - 2023 Highlights

First production Fab
wafers integrating
Weebit IP

Taped out demo chip in
GlobalFoundries 22nm
FD-SOI process

Weebit ReRAM fully qualified in
SkyWater S130 process

2
2
0
2
R
E
B
M
E
V
O
N

3
2
0
2
Y
R
A
U
N
A
J

3
2
0
2
H
C
R
A
M

3
2
0
2
L
R
P
A

3
2
0
2
E
N
U
J

3
2
0
2
Y
L
U
J

Weebit ReRAM shown
to be more eco friendly
than MRAM

Research shows Weebit
ReRAM insensitive to ionizing
radiation

Raised further $60M;
Well funded for future
growth

Weebit ReRAM
qualified at 125˚C

Weebit Nano Limited | ACN: 146 455 576

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

The Weebit ReRAM Advantage

Today we are seeing an explosion of innovation in electronic
devices – with ever-more immersive and intelligent
technologies fast becoming integral parts of our lives.

The industry needs a new type of NVM to support
this new era of devices and applications.

NVM must be extremely low power to support
IoT and battery-operated devices. It must have
excellent endurance and retention – even at high
temperatures and in harsh conditions – to support
long-lifecycle automotive and industrial applications.
And it must be scalable to advanced process nodes
to support emerging applications such as AI and
advanced IoT.

Our highly scalable ReRAM (also called RRAM) is an
ideal successor to today’s embedded NVM solutions
such as flash. Weebit ReRAM beats embedded
flash (eFlash) on key metrics including cost, power
consumption, endurance, access time, and more. It
also wins on these metrics when compared to other
forms of emerging NVM.

~100×

More efficient vs. eFlash
 Low voltage, low currents
 Zero standby power

53%Less mineral and metal

resource use vs. MRAM
 Greener technology
 No rare earth materials

150°C

Reliable at high
temperatures
 Endures 9 SMT
 reflow cycle
 Automotive and
 industrial applications

~350×

Better radiation
tolerance vs.
eFlash

 Also tolerant to EMI

~100×

Faster programming
time vs. eFlash
 Bit/byte addressable

<28nm

Scales to process far below
limits of eFlash
 Proven at 28nm
 Scaling to 22nm and below

Better endurance
vs. eFlash
 105-106 P/E cycles

100×

3×-4×

Lower added wafer
cost vs. eFlash
 2-mask adder
 Standard materials

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 20234

The End of the Road for Embedded Flash Memory

Weebit Nano ReRAM: The Next NVM is Here!

In discrete, or standalone, chips the industry has alleviated some flash scalability
challenges by moving from planar (two dimensional) flash to 3D stacking of flash arrays.
However, this adds a huge amount of complexity when the memory is embedded within
a larger System-on-Chip (SoC), especially as the number of layers continues to increase,
so it is not relevant in the embedded domain. Given the limitations of embedded flash, it is
not commercially viable below 40nm, or 28nm in extreme cases.

What the industry needs is an embedded NVM technology that can be easily and
cost-effectively manufactured at the most advanced process geometries. In this way,
manufacturers can reap the cost and power benefits of continued scaling, while meeting
ever-increasing performance requirements. ReRAM meets this need and presents a
compelling successor to flash technology.

DEAD
END

1x nm

22 nm

28 nm

eFlash

ReRAM

The industry needs a new Non-Volatile Memory solution

Lower-power, faster, cheaper,
reliable in extreme conditions

Weebit ReRAM has
unique advantages

Well positioned to replace flash in various markets

Strong tech progress

Completed 3 full qualifications including 125°C
automotive grade temperature

Board & management team have

extensive semiconductor
commercialisation experience

Multiple customer
engagements underway

First agreements within 2023

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

CORPORATE INFORMATION

Directors:
David Perlmutter
Jacob Hanoch
Ashley Krongold
Mark Licciardo
Yoav Nissan-Cohen
Atiq Raza

Chairman
Managing Director and CEO
Non-Executive Director
Non-Executive Director
Executive Director
Non-Executive Director

Company Secretary:
Mark Licciardo

Auditors:
Nexia Perth Audit Services Pty Ltd
Level 3, 88 William Street
PERTH WA 6000

Bankers:
Westpac Banking Corporation
108 Stirling Highway
NEDLANDS WA 6009

Solicitors - Sydney:
King & Wood Mallesons Level 61
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000

Registered & Principal Office:
C/- Acclime Corporate Services Australia Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000
+61 3 8689 9997

Postal Address:
C/- Acclime Corporate Services Australia Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000

Home Stock Exchange:
Australian Securities Exchange Limited
Level 40
152-158 St Georges Terrace
PERTH WA 6000

ASX Code:
WBT

Share Registry:
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
Perth, WA 6000 Australia

Website:
www.weebit-nano.com

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 20236

CHAIRMAN’S REPORT

Dear shareholders,

On behalf of the Board of Directors of Weebit Nano
Limited, I’m proud to present the Company’s Annual
Report for the year ending 30 June 2023 (FY23).

Weebit Nano has had an exceptional FY23 and
enters the new financial year on the cusp of first
customer agreements and first revenues. Our
proven embedded ReRAM intellectual property
(IP) is now commercially available in SkyWater
Technology’s 130nm CMOS process, and we
expect to be in design with at least one customer
and generating revenues in the 2023 calendar
year. SkyWater’s S130 process is ideal for military,
aerospace, industrial IoT, and medical applications,
providing a large addressable market for our first
ReRAM IP.

The commercial availability of our embedded
ReRAM coincides with existing flash technology
reaching its endurance limits for more advanced
applications and process nodes. In FY23, we
demonstrated our ability to scale our ReRAM to
smaller geometries, including 22nm – the industry’s
most common process node. As embedded flash
is not viable below 28nm, our ability to cater to
demand at 22nm is a substantial opportunity for
Weebit .

Our technical progress over the year has supported
commercial discussions and we are close to
securing licensing agreements with other leading
foundries, Integrated Device Manufacturers
(IDMs), and semiconductor companies, which will
significantly increase the future availability of our
embedded ReRAM.

While FY23 was a productive one for Weebit
Nano, it marked a year of change for the industry.
Increased demand for faster, better performing non-
volatile memory (NVM) to replace embedded flash
in next-generation designs saw ReRAM transition
from a future technology to a present one.

Although MRAM entered the market earlier than
ReRAM, and currently has a larger market share,
in its annual report on emerging NVM, market
research firm Yole Group estimated ReRAM volumes
will account for 60% of emerging embedded NVM
volume with leading foundries by 2028, outstripping
MRAM (25%) and PCM (15%). The leading drivers
of this growth will be applications such as
microcontrollers (MCUs) and analog Integrated
Circuits (ICs).

As the leading independent provider of ReRAM,
Weebit is well-placed to address this growing

demand, offering customers a high-performing,
reliable, and ultra-low power NVM. For foundries,
our back-end-of-line (BEOL) technology using
fab-friendly materials is relatively easy and cost-
effective to adopt. Given its significant competitive
advantages, the Board remains confident in Weebit’s
market opportunity. It is the right technology at the
right time.

Successful partnerships with French research
institute CEA-Leti and US foundry SkyWater
Technology have been instrumental to our
achievements over the past few years. Our
long-term collaboration with CEA-Leti has
accelerated our ReRAM development, and we
are increasingly shifting our focus to mid- and
longer-term roadmaps. SkyWater Technology has
been the ideal first commercial partner for Weebit,
taking our embedded ReRAM to production and
supporting engagement, education, and commercial
discussions with their customers. On behalf of
my fellow Directors, I’d like to thank CEA-Leti and
SkyWater for their collaboration in FY23 and look
forward to continued success in the years to come.

Weebit’s world-class management has been a key
differentiator as we’ve commercialised our cutting-
edge ReRAM. Our experienced team of industry
veterans has enabled us to expertly navigate
technical challenges as they have arisen, as well as
facilitated introductions and discussions with many
of the world’s leading fabs, foundries and IDMs. The
team’s hard work and commitment has been crucial

Weebit’s world-class
management has been
a key differentiator as
we’ve commercialised our
cutting-edge ReRAM.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
7

CHAIRMAN’S REPORT

shareholders, partners, customers, and the broader
industry.

Dadi Perlmutter
Chairman, Weebit Nano

to our commercialisation progress, and the Board
and I thank them for their efforts in what has been a
pivotal year for the Company.
Towards the end of the financial year, Non-
Executive Director Fred Bart stepped down
from his position on the Board. Fred has been a
significant contributor to Weebit Nano’s growth
over the past five years, and we wish him well in his
future endeavours. We have since welcomed Mark
Licciardo and Naomi Simson (effective 1 September
2023) to the Board as independent Non-Executive
Directors.

Finally, I’d like to acknowledge our highly engaged
shareholders for your ongoing support. We have an
exciting year ahead as we capitalise on the need for
faster, more efficient memory, delivering value for

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 20238

CEO’S REPORT

Dear fellow shareholders,

FY23 has been a defining year for Weebit Nano,
marking our transition from a developer of memory
technology to a leading provider of ReRAM
intellectual property (IP).

Weebit Nano has a strong track record of delivering
against its roadmaps, and over the year we
achieved all technical milestones outlined for FY23.
These included full qualification of our embedded
ReRAM memory module at SkyWater Technology,
which is now production-ready in SkyWater’s 130nm
CMOS process.

Other technical milestones included taping-out our
ReRAM IP module at 22nm with leading foundry
GlobalFoundries and qualifying our embedded
ReRAM for automotive grade-1 temperatures
with CEA-Leti. Automotive grade-1 qualification,
at temperatures up to 125 degrees Celsius with
10 years’ retention, is an important step towards
integration in microcontrollers and other automotive
components, as well as high-temperature industrial
and IoT devices.

In addition to high temperatures, an independent
study by the University of Florida’s Nino Research
Group confirmed Weebit’s ReRAM is inherently
tolerant to high levels of radiation, making it suitable
for use in the high-radiation environments required
for aerospace and medical applications. Our ReRAM
is also more environmentally friendly than other
emerging technologies, with a lifecycle analysis by
CEA-Leti finding it uses 53% less minerals and metal
resources than MRAM. And we have the added
advantage of not using rare earth materials.

We are leveraging our technical achievements to
progress commercial discussions, and our priority
remains securing new licensing agreements with
potential partners and product companies, including
a Tier-1 manufacturer. We enter FY24 in various
stages of discussion and technical evaluation with
most of the world’s leading foundries, integrated
device manufacturers (IDMs), and fabless
semiconductor companies, and expect to sign a
licensing agreement with at least one of these
before the end of the 2023 calendar year.

While these negotiations are moving forward, we
have less control over timing given the size and
complexity of these large corporates. However,
despite taking longer than expected, we remain
confident in our ability to secure these agreements
and once customers start integrating our IP
within their designs, additional agreements with
production partners are expected to follow.

Our confidence stems from the quality of our
embedded ReRAM and the growing demand for
faster and more efficient NVM technology to power
virtually every application and industry. In the race
to replace existing embedded flash technology,
ReRAM is emerging as a leader, and is expected to
account for about 60% of all wafers manufactured
with embedded emerging NVM by 2028.

To the best of our knowledge, Weebit is the
market’s leading independent provider of ReRAM
and has inherent advantages over the incumbent
technology, offering a faster, lower cost, and
more energy efficient NVM with better radiation
tolerance. Weebit’s demonstrated ability to scale
to smaller geometries, where flash is not viable,
provides clear opportunities for our technology at
the common process node 22nm, and even smaller
nodes that are becoming common nowadays.

Our increased market
capitalisation reflects our
progress in FY23, and we
were proud to be added
to the S&P/ASX 300 Index.

In parallel to our embedded progress, we continued
to make in-roads in our development of an
advanced selector for the discrete (stand-alone)
memory market. In FY23, we demonstrated that
the Weebit ReRAM selector has the potential to
achieve the high-capacity arrays required for
discrete chips using standard materials and tools.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
9

CEO’S REPORT

Development, and Gideon Intrater as a Business
Strategy Advisor. I’m very proud of the quality of
Weebit’s team, which has been a key driver of our
success to date.

We remain well-funded to execute on our
immediate and longer-term growth plans, following
a successful ~A$60 million capital raise in March.
Our strengthened balance sheet enables us to
accelerate the commercial rollout of our ReRAM
to new foundries and customers, as well as fund
additional technology development. This includes
extending qualification of our embedded ReRAM
to higher levels of endurance and temperatures,
scaling our embedded ReRAM to even smaller
geometries, and progressing the development of a
solution for the discrete market.

Our increased market capitalisation reflects our
progress in FY23, and we were proud to be added
to the S&P/ASX 300 Index. Weebit is very fortunate
to have passionate and loyal shareholders. We do
not take this support for granted, and I’d like to
take this opportunity to thank our shareholders for
continuing on this exciting journey with us.

We have laid the foundations for our future success,
and I look forward to FY24 as we start design
integration with SkyWater customers, secure first
revenues, and sign new licensing agreements with
partners and customers.

This achievement has cost and manufacturing
benefits and the potential to keep size and power
to a minimum while increasing densities. Progress
has also broadened the applicability of the ReRAM
selector to include future embedded applications
such as edge AI and automotive. The discrete
segment of the non-volatile memory market
provides Weebit with the largest opportunity longer
term, diversifying our business model to include
product revenues.

Over the course of the year, we have carefully
grown our executive team with the appointments of
Ed McKernan as Director of North America Sales,
Lilach Zinger as Director of Foundry/IDM Business

Coby Hanoch
CEO, Weebit Nano

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202310

REVIEW OF OPERATIONS

Overview

Weebit Nano is a leading developer of advanced
semiconductor memory technology. Its Resistive
RAM (ReRAM) technology addresses the growing
need for significantly higher performance and lower
power non-volatile memory (NVM) solutions in a
range of new electronic products such as Internet
of Things (IoT) devices, smartphones, robotics,
autonomous vehicles, 5G communications and
artificial intelligence. Weebit’s ReRAM is significantly
faster, less expensive, more reliable and more
energy efficient than existing embedded flash
memory solutions. Based on fab-friendly materials,
Weebit’s ReRAM technology can be easily integrated
with existing flows and processes without the need
for special equipment or large investments.

The Company and its French R&D subsidiary have
a collaboration agreement with leading French
microelectronics research institute, CEA-Leti, for the
development and prototyping of advanced ReRAM
memories based on fab-friendly materials. A team
of highly skilled scientists in a world-class facility
are further developing the technology.

Weebit Nano continued to deliver against its
technical roadmaps in FY23, de-risking its
embedded ReRAM with successful technology
qualification with commercial and R&D partners.
The Company’s strengthened balance sheet is
enabling it to accelerate the commercialisation of its
embedded technology while progressing mid- and
longer-term development in the discrete memory
market and smaller geometries.

Weebit ReRAM fully qualified & available in
SkyWater’s S130 process

In June 2023, Weebit Nano successfully qualified its
embedded ReRAM intellectual property at industrial
temperatures in SkyWater Technology’s 130nm
CMOS (S130) process. The achievement of this final
key commercialisation milestone reaffirms Weebit’s
technology is proven in production and ready for
use in customer applications. Weebit ReRAM is now
commercially available in S130, offering SkyWater
customers a fast, reliable, and ultra-low power NVM
suitable for use in high-temperature and high-
radiation environments.

Technology qualification was conducted on
SkyWater-produced demo chips embedded with
Weebit ReRAM, demonstrating compliance with
JEDEC industry standards for endurance, retention,
and SMT reflow. Multiple customer discussions are
underway in conjunction with SkyWater, and the
Company expects Weebit IP to be in design with
one or more of these customers during 2023.

Qualification with SkyWater followed qualification
of Weebit’s embedded ReRAM memory module at
industrial temperatures at CEA-Leti’s state-of-the-
art facility in October 2022.

Qualified at automotive grade temperatures

Post reporting period, Weebit Nano fully qualified its
ReRAM module at automotive grade temperatures
of up to 125 degrees Celsius for 10 years’ retention
with R&D partner CEA-Leti. Most chips for consumer
and industrial applications require qualification up
to 10 years’ retention at temperatures between
zero and 85 degrees Celsius. Advanced automotive
component requirements are much more stringent,
requiring qualification at higher temperatures for 10
years or longer, with zero failures.

Qualification for automotive level temperatures
demonstrates the suitability of Weebit’s
embedded ReRAM IP for applications requiring
high-temperature reliability, such as car engines
or braking systems, and industrial components.
Qualification was performed based on well-known
JEDEC industry standards for NVMs, using Weebit’s
demo chips manufactured by CEA-Leti.

Engagement with Tier-1 fabs and customers

Securing new licensing agreements with partners
and customers, including a Tier-1 foundry, has been
a key focus for Weebit Nano over the past year.
The Company enters FY24 in different stages of
technical evaluation and negotiation with several
of the world’s leading foundries, integrated device
manufacturers (IDMs), and fabless semiconductor
companies, and expects to generate initial revenues
from at least one of these agreements this calendar
year. Engagement with these companies is being
supported by Tier-1 foundries experiencing
increased customer demand for advanced

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
Radiation & environmental impact studies

In FY23, several key studies were held, assessing
the tolerance of Weebit’s embedded ReRAM in high-
radiation environments as well as its environmental
impact.

A study conducted by the University of Florida’s
Nino Research Group (NRG) confirmed Weebit
ReRAM is tolerant to high radiation levels,
maintaining data integrity and memory functionality
after being subjected to doses of gamma irradiation
exceeding the most demanding requirements.
The study confirms Weebit’s technology is
suitable for use in high-radiation environments
such as aerospace and medical applications. The
performance of the Weebit ReRAM module is now
being tested under a mixed radiation environment
in real time at the University of Florida Training
Reactor (UFTR).

An environmental impact analysis by CEA-Leti
found Weebit ReRAM was more eco-friendly than
Magnetoresistive Random Access Memory (MRAM),
another emerging non-volatile memory technology.
The lifecycle analysis estimated the contribution
of ReRAM and MRAM to climate change based on
their production flows, including raw materials and
manufacturing processes. The study found ReRAM
outperformed MRAM on all measured parameters,
including:
• 30% reduction in GHG emissions
• 41% reduction in water use
• 53% reduction in use of minerals and metals
• No rare earth materials

Three new patents granted

Weebit Nano’s intellectual property portfolio
continues to grow with three new patents
relating to innovative ReRAM bit cell devices and
manufacturing methods granted during the year.

REVIEW OF OPERATIONS

NVM technologies, combined with successful
qualification of Weebit ReRAM at both SkyWater
Technology and CEA-Leti.

Taped-out 22nm demo chip to GlobalFoundries

During the year, Weebit Nano continued to scale
its embedded ReRAM to smaller, more advanced
geometries. In January 2023, Weebit taped-out
the demo chips integrating its embedded ReRAM
module to GlobalFoundries’ 22nm fully depleted
silicon on insulator (FD-SOI) process, known as
22FDX™. One of the industry’s most common
process nodes, 22nm is commonly used in
microcontrollers, IoT, 5G, automotive, and edge AI
applications. This geometry provides significant
opportunities for Weebit’s NVM ReRAM as the
incumbent technology, embedded flash, is not
viable below 28nm.

ReRAM selector progress broadens target
applications

Weebit Nano and CEA-Leti continued to make
progress in the development of a ReRAM selector in
FY23. While additional development is required, the
innovation will enable the Weebit ReRAM selector
to be easily integrated into any CMOS fab, reducing
manufacturing complexity and costs. The ReRAM
selector, a key component which enables denser
memory arrays in much smaller chip areas, supports
Weebit’s development of a solution for the discrete
(stand-alone) memory market and is also suitable
for future embedded applications, such as edge AI
and automotive.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202312

REVIEW OF OPERATIONS

The Company holds more than 50 patents and
applications in key semiconductor jurisdictions
including the United States of America, France,
and member states of the European Patent
Organisation.

Well-funded to capitalise on market demand

Weebit Nano had a strong cash balance of ~A$88
million at the end of the financial year, following a
successful ~A$60 million capital raise in challenging
market conditions. The raise comprised of approx.
~A$45 million from an institutional Placement at
A$5 per new share and an upsized and strongly
supported ~A$15 million Share Purchase Plan (SPP)
on the same terms. The Placement was supported
by high-quality institutional and sophisticated
investors. Funds are being used to accelerate the
commercial rollout of Weebit’s embedded ReRAM
and fund additional technology development.

S&P/ASX 300 Index inclusion

In March 2023, Weebit Nano was added to the S&P/
ASX 300 Index, reflecting the Company’s increased
market capitalisation. The milestone followed
Weebit’s inclusion to the MSCI Australia Index,
which measures the performance of large and mid-
cap segments of the Australian market.

Board changes

In June 2023, Non-executive Director Fred Bart
stepped down from his position after more than
five years on the Board. Weebit Nano Company
Secretary Mark Licciardo was appointed as an
interim Director following Mr Bart’s resignation.
In August, Mark Licciardo became a permanent
Board member and the Company will welcome
Naomi Simson as an additional Non-executive
Director (effective 1 September 2023). Ms Simson’s
extensive go-to-market knowledge and leadership
in corporate marketing will complement the Board’s
existing technical expertise as the Company
accelerates its commercialisation phase.

Strengthened executive team

In FY23, Weebit Nano added to its world-class
management team with the appointment of
three highly credentialled industry executives. Ed
McKernan was appointed Director of North America
Sales, Gideon Intrater joined as Business Strategy
Advisor, and Lilach Zinger was named Director of
Foundry/IDM Business Development. Mr McKernan
spent more than a decade in Sales Director roles at
ReRAM technology developer Adesto, Mr Intrater
is the former CTO at Adesto and Chair of the NVM
committee at JEDEC, and Ms Zinger was a fab
manager with two decades’ operations experience
at Tower Semiconductor.

Sales & marketing activities

Weebit Nano continues to invest in sales and
marketing activities to support commercial
discussions. This includes engaging with potential
partners and customers at multiple leading
conferences throughout the year. In FY23 these
events included Embedded World, ChipEx,
Leti Innovation Days, Design & Reuse’s IP-SoC
Conference, the International Memory Workshop
(IMW), and the Design Automation Conference
(DAC).

At Embedded World, Weebit publicly demonstrated
its SkyWater S130 demo chips for the first time,
showcasing the performance and power savings of

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202313

REVIEW OF OPERATIONS

its ReRAM technology compared to flash memory.
The demo chips generated significant interest with
potential customers and partners and are available
for prototyping in customer designs.

Participation at key industry conferences and
events increases awareness of the availability of
Weebit ReRAM IP, supports customer adoption, and
enables discussions with other fabs and foundries.

The Company also continues to increase its
profile and educate the financial markets about
its unique value proposition, participating at
several investment conferences including
Canaccord Genuity’s Annual Growth Conference,
Oppenheimer’s Annual Technology Internet &
Communications Conference and the Jefferies
Semiconductors, IT Hardware & Communications
Technology Summit.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The Company is currently engaged with multiple
potential customers and partners as part of its
move from development to commercialisation and
productisation. It expects to reach its first customer
agreement in the near future.

or business strategies of the operations of the
Company have been included in this report as
the Directors believe that the inclusion of such
information would be likely to result in unreasonable
prejudice to the Group.

Other than as disclosed elsewhere in the report,
no other likely developments, future prospects

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
14

DIRECTORS’ REPORT
Your Directors present their report on Weebit Nano Limited (“Weebit”) and its subsidiaries (“the Group”) for
the year ended 30 June 2023.

BOARD OF DIRECTORS

David ‘Dadi’
Perlmutter
Chairman
Appointed 1 August 2016

Experience and Expertise

Mr David (Dadi) Perlmutter is focused on investment
in growing technology companies in Israel and
Silicon Valley. Mr Perlmutter chairs Teramount (a
privately owned company) in addition to various
non-profit organisations, is a member of the Board
of Governors of the Technion – Israel Institute of
Technology and sits on the Board of Directors of
various startups.

Jacob ‘Coby’
Hanoch
Managing Director and CEO
Appointed 1 October 2017

Experience and Expertise

Mr Jacob (Coby) Hanoch has 15 years’ experience
in engineering and engineering management and
28 years’ experience in sales management and
executive roles. Coby was Vice President Worldwide
Sales at Verisity where he was part of the founding
team and grew the company to over US$100 million
in annual sales which facilitated its acquisition by
Cadence Design Systems (NASDAQ: CDNS).

Mr Perlmutter served as Executive Vice President
and General Manager of the Intel Architecture
Group (IAG) and Chief Product Officer of Intel
Corporation until early 2014. He was responsible for
the business and development of Intel’s platform
solutions for all computing and communication
segments including datacenters, desktops, laptops,
handhelds, embedded devices, and computer
electronics. In his tenure he grew the business from
US$35 billion in 2008 to more than US$50 billion in
2013, managed 35,000 people worldwide and made
investments and acquisitions exceeding US$2.5
billion.

Other Current Directorships of Listed Companies

Massivit 3D (TASE:MSVT), since November 2020.

He was also Vice President Worldwide Sales at
Jasper, doubling sales in three years before it was
acquired by Cadence. As CEO of PacketLight,
Coby helped steer the company away from
bankruptcy. Coby founded a consulting company,
EDAcon Partners, which helps startups define their
corporate strategies, set up their worldwide sales
channel and raise capital.

Coby holds a Bachelor of Science in Systems
Design from Technion – Israel Institute of
Technology.

Other Current Directorships of Listed Companies

No other current Directorships of listed companies.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202315

BOARD OF DIRECTORS

Dr. Yoav
Nissan-Cohen
Executive Director
Appointed 15 February 2018

Experience and Expertise

Dr Yoav Nissan-Cohen’s career covers nearly
40 years of scientific research, technology
development and executive management in the
high-tech industry.

Yoav received his PhD in Applied Physics with a
focus on semiconductor device physics under the
supervision of Professor Dov Frohman, the inventor
of the first non-volatile memory technology. He
started his illustrious career as a research scientist
in GE’s R&D center in New York where he studied
the use of silicon dioxide in semiconductor memory
devices. He then led the spin-off of National

Atiq
Raza
Non-Executive Director
Appointed 1 July 2019

Experience and Expertise

Atiq Raza is currently the Chairman of the Board at
Virsec, a next generation Cybersecurity software
company. He has served as Chairman of the Board
at Validity, a biometric solutions company acquired
by Synaptics and was also on the Board of Seeo, a
next generation Li-ion battery company acquired
by Bosch. He is also on the Boards of Arteris-IP,
a Network-on-Chip company, Centriqe, a fintech
company, CloudDefense, a cybersecurity company;
and KlearNow which is automating transcontinental
logistics. He is also Chairman of the Board of fintech
company Peernova.

Atiq served on the Stanford University School of
Engineering Advisory Council for eight years until
2016.

Atiq Raza is an industry veteran and has been
working in engineering leadership and senior
management positions for the past thirty-
five years. He was Chairman and CEO of
NexGen, the first company to challenge Intel
in microprocessors. NexGen became a public
company and subsequently was acquired by AMD

Semiconductor’s fabrication facility in Israel,
establishing Tower Semiconductor, a Nasdaq-
listed, global specialty semiconductor foundry
leader with a market cap of US$3.4 billion, where
he served as CEO for nine years. Dr. Nissan-Cohen
also played a key role in establishing a non-volatile
technology startup, Saifun Semiconductor, which
was subsequently sold to Spansion. After two years
in the venture capital industry, he returned to his
entrepreneurial origins taking up Chairman and
CEO positions in Amimon which provides wireless
transmissions of HD video at zero latency. He is
currently leading three technology companies which
provide innovative solutions for tele-operation
applications, film productions and biological
research, is serving as an executive Board member
in Weebit, and as a Board member in Nano-
Dimension.

Other Current Directorships of Listed Companies

No other current Directorships of listed companies.

for approximately US$850 million in AMD stock.
Atiq became the President and COO of AMD and
served on its Board of Directors. At AMD he laid the
foundation of its processor business and brought
the AMD-K6 and Athlon products to market and
established the Opteron 64-bit instruction set
architecture. Prior to NexGen, Atiq held various
management positions at VLSI Technology
Incorporated, most notably the president of
Technology Centers.

Post AMD, Atiq founded Raza Microelectronics
Incorporated (RMI). RMI was acquired by NetLogic in
October 2009 and Atiq served as Chief Technology
Advisor to NetLogic. NetLogic in turn was acquired
by Broadcom on the strength of the RMI Processor.

Atiq has been on the boards of several successful
start-ups including Mellanox (now a public
company), SiByte (acquired by Broadcom for
US$2.2 billion), Siara (acquired by Redback for
US$4 billion), VxTel (acquired by Intel for US$500
million) and Magma (acquired by Synopsys for
US$507 million).He has several degrees, including
his Bachelor’s degree with honors in Physics from
Punjab University, with a double bachelor’s degree
in Philosophy, his Bachelor’s degree in Electrical
Engineering with honours from the University
of London, and his Master’s degree in Materials
Science & Engineering from Stanford University.

Other Current Directorships of Listed Companies
Arteris IP (NASDAQ:AIP), since January 2014.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
16

BOARD OF DIRECTORS

Ashley
Krongold
Non-Executive Director
Appointed 30 September 2016

Experience and Expertise

businesses spanning various industries globally.
Prior to Krongold Group, Ashley spent 15 years in
the Investment Banking and Accounting industries.
He was a founding member of Investec Bank
Australia and worked at William Buck Chartered
Accountants, ANZ Corporate Finance (London) and
ANZ Private Bank (Australia). Ashley is a founding
partner of OurCrowd, one of the world’s leading
global venture investing platforms.

Mr Ashley Krongold is the CEO of The Krongold
Group, a third-generation, family-run group of
companies based in Melbourne, Australia, with

Other Current Directorships of Listed Companies

No other current Directorships of listed companies.

Mark
Licciardo
Non-Executive Director
Appointed 29 June 2023
Company Secretary
Appointed 1 February 2017

Experience and Expertise

Mark is the founder of Mertons Corporate Services
(now part of Acclime Australia) and is responsible
for Acclime Australia’s Listed Services Division.

He is also an ASX-experienced director and chair of
public and private companies, with expertise in the
listed investment, infrastructure, bio-technology and
digital sectors. He currently serves as a director on
a number of Australian company Boards including
ASX listed Frontier Digital Ventures (ASX:FDV),

as well as foreign controlled entities and private
companies.

During his executive career, Mark held roles
in banking and finance, funds management,
investment and infrastructure development
businesses, including being the Company Secretary
for ASX:100 companies Transurban Group and
Australian Foundation Investment Company Limited.

Mark holds a Bachelor of Business degree in
accounting, a Graduate Diploma in Governance and
is a Fellow of the Chartered Governance Institute,
the Governance Institute of Australia and the
Australian Institute of Company Directors.

Other Current Directorships of Listed Companies

Frontier Digital Ventures (ASX:FDV) - since 2016.

Fred
Bart
Non-Executive Director
Appointed 5 March 2018
Resigned 27 June 2023

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202317

DIRECTORS’ REPORT

Dividends

No dividends were paid or declared during the year or in the period from the year end to the date of this
report.

Results

As the group is in the research and development stage it does not yet generate revenue. The Loss for the
year attributable to members of the Group for the year ended 30 June 2023 amounted to $39,038,124
(2022: $27,696,595). The loss mainly reflects the research and development activities of the Group as well
as marketing, business development and administration costs.

Financial Position

The consolidated financial report has been prepared on the going concern basis, which contemplates the
continuity of normal business activity and the realisation of assets and the settlement of liabilities in the
normal course of business.

The Group reported a net loss for the period of $39,038,124 (2022: $27,696,595) and a cash outflow from
operating activities of $20,268,340 (2022: $21,494,667). The Group had a net working capital surplus of
$84,315,004 (2022: $54,605,575) including cash of $87,957,503 at 30 June 2023 (June 2022: $50,247,738).
The loss mainly reflects the research and development activities of the Group.

Based on the Group’s working capital surplus at 30 June 2023 and in particular its cash balance of
$87,957,503, the Directors are satisfied that the Group will have access to sufficient cash to fund its forecast
expenditure for a period of at least twelve months from the date of signing this report. Accordingly, the
Directors consider that the entity the going concern basis of preparation to be appropriate.

Financial Review

While Weebit is moving closer to commercialisation and first revenues, the 2023 financial year was a period
significant research and development, and there was not any revenue. The loss for the year ended 30 June
2023 was $39,038,124 (2022: $27,696,595) reflecting the substantial increase in development activities,
strengthened senior management team and marketing and business development activities ahead of
commercialisation.

The loss for the year ended 30 June 2023 mainly comprised the following:

Financial Statement Line Item

Commentary

Research and development (net)

26,694,786 Research and Development costs increased as the Group accelerated

its development projects and technology transfer, including
qualification, as well as further strengthening its team in Israel and
France .

Weebit Nano France is entitled to receive Research and Development
grants (tax refunds) from the French government. The 2021 grant
totaled ~$5.6 million and was received in July 2022 and R&D costs
were reduced accordingly. The 2022 grant is expected to be received
by December 2023.

R&D expenses include ~$4.6 million for share based compensation
(2022: ~$5.4 million).

Sales and Marketing

3,555,631 Reflects the significant increase in sales, marketing and business

development activities during the year.

General and Administrative

10,046,576 ~$5 million was for share based payments (2022: ~$5 million)

Sales and Marketing expenses include ~$1 million for share based
payments (2022: ~$0.7 million).

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202318

DIRECTORS’ REPORT

Financial Review continued

As at 30 June 2023, the total current assets of the Group were $88,959,681 (2022: $56,270,012) of which
$87,957,503 (2022: $50,247,738) comprised cash and cash equivalents. Total assets were $89,506,448
(2022: $57,008,175).

Total liabilities, including lease liabilities, as at 30 June 2023 were $4,710,953 (2022: $2,012,438).

Total equity as at 30 June 2023 was $84,795,495 (2022: $54,995,737). The increase in equity despite
the loss for the year is mainly due to a share issuance and options exercise, net of capital raising costs, of
$57,672,877.

Net cash used in operating activities for the year ended 2023 was $20,268,578 (2022: $21,494,667), mainly
in respect of payments to suppliers, consultants and employees. Net cash flows provided by financing
activities for the year ended 2023 were $57,447,181 (2022: $50,544,065) mainly from share issuance and
options exercise, net of capital raising costs and repayments of lease liabilities.

Significant Changes in the State of Affairs

There were no significant changes in the state of affairs of the Group during the financial year.

Significant Events After The Balance Date

As announced on August 24, 2023, Ms. Naomi Simson will be appointed as an independent Non-executive
Director, effective September 1, 2023.

Likely Developments and Expected Results

The Group is currently engaged with multiple potential customers and partners as part of its move from
development to commercialisation and productisation. It expects to reach its first customer agreement in the
near future.

Other than as disclosed elsewhere in the report, no other likely developments, future prospects and
business strategies of the operations of the Company have been included in this report as the Directors
believe that the inclusion of such information would be likely to result in unreasonable prejudice to the
Group.

Environmental Regulation

The Group’s operations are not subject to environmental regulations in the jurisdictions in which it operates.

Indemnification and Insurance of Directors, Officers and Auditor

During the financial year, the Group has paid a premium of $263,000 (2022: $125,750) excluding GST to
insure the Directors and officers of the Company for a 12-month period.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may
be brought against the officers in their capacity as officers of the Group, and any other payments arising
from liabilities incurred by the officers in connection with such proceedings. This does not include such
liabilities that arise from conduct involving a willful breach of duty by the officers or the improper use by the
officers of their position or of information to gain advantage for themselves or someone else or to cause
detriment to the Group.

The Group has not, during or since the financial year, indemnified or agreed to indemnity the auditor of the
Group, Nexia Perth Audit Services Pty Ltd or any related entity (Nexia) against a liability incurred by the
auditor. During the financial year, the Group has not paid a premium in respect of a contract to insure the
auditor of the Group or any related entity.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202319

DIRECTORS’ REPORT

Directors’ Interests in Shares, Options and Performance Rights

Details of relevant interests of current Directors in Weebit ordinary shares, options and performance rights
as at the date of this report are as follows:

Director

Held Directly

Held Indirectly

Held Directly

Held Indirectly

Held Directly

Held Indirectly

Performance Rights

Unlisted Options

Dadi Perlmutter

Coby Hanoch

Ashley Krongold

Mark Licciardo

Yoav Nissan-Cohen

Atiq Raza

TOTAL

Meetings of Directors

915,980

585,045

286,237

1,153,500

270,000

1,029,150

400,000

480,000

80,000

76,000

2,850,000

4,580,000

60,000

510,000

258,750

280,000

160,000

1,787,262

2,452,650

1,036,000

60,000

8,198,750

440,000

The number of meetings of the Company’s Board of Directors (Board) and of each Board Committee held
during the financial year ended 30 June 2023, and the number of meetings attended by each director are
tabled below:

Director

Held

Attended

Held

Attended

Held

Attended

Board

Remuneration Committee

Finance, Audit and
Risk Committee

Dadi Perlmutter

Coby Hanoch

Ashley Krongold

Mark Licciardo (1)

Yoav Nissan-Cohen

Atiq Raza

Fred Bart (2)

Governance Committee

Strategy and Technology
Committee

Director

Held

Attended

Held

Attended

Dadi Perlmutter

Coby Hanoch

Ashley Krongold

Mark Licciardo (1)

Yoav Nissan-Cohen

Atiq Raza

Fred Bart (2)

(1) Mark Licciardo was appointed as a Non-Executive Director on 29 June 2023.
(2) Fred Bart resigned as a Non-Executive Director on 27 June 2023.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
20

DIRECTORS’ REPORT

Remuneration Report (Audited)

This report outlines the remuneration arrangements in place for Directors and key management personnel
(KMP) of the Company for the year ended 30 June 2023. The information contained in this report has been
audited as required by section 308(3C) of the Corporations Act 2001.

This remuneration report details the remuneration arrangements for key management controlling the major
activities of the Company and the Group, directly or indirectly, including any director (whether executive
or otherwise) of the Company, and includes those executives in the Company and the Group receiving the
highest remuneration.

Key Management Personnel (KMP)
Directors:

Mr David Perlmutter (Chairman)
Mr Jacob Hanoch (CEO and Managing Director)
Mr Fred Bart (Non-Executive Director, until 27 June 2023)
Mr Ashley Krongold (Non-Executive Director)
Dr Yoav Nissan-Cohen (Executive Director)
Mr Atiq Raza (Non-Executive Director)
Mr. Mark Licciardo (Non-Executive Director, starting 29 June 2023)

Remuneration Policy
The Group’s performance relies heavily on the quality of its KMP which currently consists of Directors
only. The Group has therefore designed a remuneration policy to align director and executive reward with
business objectives and shareholder value.

We are committed to continuously analyse our competitive environment to assess our competitive
compensation to attract the best management personnel and Directors to run and manage the Group.

Remuneration Committee
The Remuneration Committee, established this year, assists the Board in fulfilling its responsibilities in
relation to remuneration practices. The Committee is responsible for among other things, reviewing and
where appropriate making recommendations to the Board on:
•
• compensation arrangements for the Managing Director and executives, remuneration policies and

remuneration of Directors and executives;

practices, retirement, termination policies and practices, share schemes and other incentive schemes,
superannuation arrangements and remuneration arrangements for members of the Board; and
the Group’s remuneration policies, packages and schemes, including issue of securities to Directors or
their associates under any equity-based incentives, which should be subject to shareholder approval.

•

Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive director and any
executive remuneration is separate and distinct.

Non-executive Director Remuneration
The Board policy is to remunerate Non-executive Directors at market rates for comparable companies for
time, commitment and responsibilities. The Board determines payments to the Non-executive Directors
and reviews their remuneration annually, based on market practice, duties and accountability. Independent
external advice is sought when required.

The maximum aggregate amount of annual fees that can be paid to Non-executive Directors is subject to
approval by shareholders at the Annual General Meeting (currently $300,000).

Fees for Non-executive Directors are not linked to the performance of the Group. However, to align
Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company
and are able to participate in employee incentive option plans that may exist from time to time.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

DIRECTORS’ REPORT

Remuneration Report (Audited) continued

Executive Remuneration
Executive remuneration currently consists of fixed and variable remuneration (comprising short-term and
long-term incentive schemes).

Fixed Remuneration
The Group’s performance relies heavily on the quality of its KMP. The Group has therefore designed a
remuneration policy to align non-executive director and executive reward with business objectives and
shareholder value. The fixed remuneration of the Company’s KMP is detailed in page 22.

Variable Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and Directors
and KMP. Currently this is facilitated through bonus plans and through the issue of options and performance
rights to KMP to encourage the alignment of personal and shareholder interests. The Group believes this
policy will be effective in increasing shareholder wealth.

Directors and executives may be issued options to encourage the alignment of personal and shareholder
interests. Options and performance rights issued to Directors or executives may be subject to market-based
price hurdles and vesting conditions and the exercise price of options is set at a level that encourages
the Directors and executives to focus on share price appreciation. The Group believes this policy will be
effective in increasing shareholder

The Board may exercise discretion in relation to approving incentives such as options. The policy is designed
to reward KMP for performance that results in long-term growth in shareholder value.

Remuneration of Directors and Executives
Details of the remuneration of the Directors and the KMP (as defined in AASB 124 Related Party Disclosures)
of Weebit are set out in the following tables.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202322

DIRECTORS’ REPORT

Remuneration Report (Audited) continued

Key Management Personnel (KMP) of Weebit Nano Limited
FY2023:

Short Term

Long Term

Total Remuneration

Salary
and Fees

Non-
Monetary

Post
Employment
Benefits

Share Based
Payments

Total

Non-cash
(options and
performance
rights)

KMP

David Perlmutter

Jacob Hanoch (1)

Fred Bart (3)

Ashley Krongold

Yoav Nissan-Cohen (2)

Atiq Raza

Mark Licciardo

Total

100,207

1,303,929*

44,455

45,000

146,030

50,145

1,689,766

1,929,222

2,029,429

2,426,280

3,730,209

208,931

338,321

213,011

44,455

253,931

484,351

263,156

5,115,765

6,805,531

* Salary includes bonuses of $881,803 (2022: $580,436).

FY2022:

Short Term

Long Term

Total Remuneration

Salary
and Fees

Non-
Monetary

Post
Employment
Benefits

Share Based
Payments

Total

Non-cash
(options and
performance
rights)

KMP

David Perlmutter

Jacob Hanoch (1)

Fred Bart (3)

Ashley Krongold

Yoav Nissan-Cohen (2)

Atiq Raza

Total

99,554

965,809*

45,000

147,215

46,532

1,349,109

* Salary includes bonuses of $580,436.

1,566,942

1,666,496

2,167,853

3,133,662

174,071

164,993

345,491

177,343

219,071

209,993

492,706

223,875

4,596,693

5,945,802

(1) The appointment of Jacob Hanoch may be terminated by giving not less than 6 months’ notice.
Jacob Hanoch shall disclose to the Company any specific issues that are or might reasonably create conflict
of interest. In the event that the foregoing engagement shall raise a major conflict of interest, the Board may
require the employee to resign from the respective companies or terminate his contract upon 60 day notice.
Effective as of July 1, 2023 Jacob’s employment agreement was amended so that his salary was modified
and an $800,000 recognition bonus was granted and paid.

(2) The appointment of Yoav Nissan-Cohen may be terminated by giving not less than 1 months’ notice.

(3) Resigned on June 27, 2023. Accordingly, the cumulative share based payment was reversed.

(4) There is no notice period for Non-executive Directors.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
23

DIRECTORS’ REPORT

Remuneration Report (Audited) continued

a) Shareholdings of key management personnel

The number of ordinary shares of Weebit held directly, indirectly or beneficially, by each Director, including
their personally-related entities, as at balance date:

FY 2023:

Director

Opening Balance (July 1)

Movement during the year

Closing Balance (June 30)

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Mark Licciardo
Appointed 29/06/23

Total

FY 2022:

2,069,480

645,045

1,229,150

137,877

758,668

210,000

(200,000)

148,360

(758,668)

2,069,480

855,045

1,029,150

286,237

4,840,220

(600,308)

4,239,912

Director

Opening Balance (July 1)

Movement during the year

Closing Balance (June 30)

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Total

1,813,746

532,672

1,229,150

361,613

596,237

4,533,418

255,734

112,373

(223,736)

162,431

306,802

2,069,480

645,045

1,229,150

137,877

758,668

4,840,220

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202324

DIRECTORS’ REPORT

Remuneration Report (Audited) continued

b) Listed Options, Unlisted Options and Performance Rights holdings of Key Management Personnel

The number of unlisted options over ordinary shares in Weebit Nano Ltd held directly, indirectly or
beneficially, by each specified Director and specified executive, including their personally-related entities, as
at the balance date is as follows:

Unlisted Options
FY2023:

Director

Opening Balance
(July 1)

Movement during
the year

Closing Balance
(June 30)

Vested and
exercisable at 30 June

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Mark Licciardo
Appointed 29/06/23

Total

2,850,000

4,580,000

280,000

1,090,000

348,750

440,000

(420,000)

(90,000)

(440,000)

2,850,000

4,580,000

280,000

670,000

258,750

2,018,000

3,468,750

197,500

499,375

166,250

9,588,750

(950,000)

8,638,750

6,349,875

For movement during the year refer to (a) Shareholdings of key management personnel.

FY2022:

Director

Opening Balance
(July 1)

Movement during
the year

Closing Balance
(June 30)

Vested and
exercisable at 30 June

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Total

1,800,000

3,320,000

200,000

970,000

268,750

360,000

1,050,000

1,260,000

80,000

120,000

80,000

2,850,000

4,580,000

280,000

1,090,000

348,750

440,000

1,378,125

2,742,500

122,500

739,381

141,250

286,253

6,918,750

2,670,000

9,588,750

5,410,009

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202325

DIRECTORS’ REPORT

Remuneration Report (Audited) continued

b) Listed option, Unlisted Options and Performance Rights holdings of Key Management Personnel continued

Performance Rights
FY2023:

Director

Opening Balance
(July 1)

Movement during
the year

Closing Balance
(June 30)

Vested and
exercisable at 30 June

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Mark Licciardo
Appointed 29/06/23

Total

FY2022:

210,000

80,000

128,000

400,000

270,000

60,000

(4,000)

(128,000)

400,000

480,000

60,000

80,000

76,000

8,000

498,000

598,000

1,096,000

8,000

Director

Opening Balance
(July 1)

Movement during
the year

Closing Balance
(June 30)

Vested and
exercisable at 30 June

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Total

210,000

80,000

128,000

498,000

210,000

80,000

128,000

150,000

64,000

40,000

128,000

498,000

382,000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202326

DIRECTORS’ REPORT

Remuneration Report (Audited) continued

b) Listed option, Unlisted Options and Performance Rights holdings of Key Management Personnel continued

Listed Options
FY2022:

Director

Opening Balance (July 1)

Movement during
the year

Closing Balance
(June 30)

David Perlmutter

Jacob Hanoch

Ashley Krongold

Yoav Nissan-Cohen

Atiq Raza

Fred Bart
Resigned 27/06/23

Total

357,143

178,571

89,286

196,428

821,428

(357,143)

(178,571)

(89,286)

(196,428)

(821,428)

During the current financial year, 860,000 performance rights were granted to Directors and issued on
September 28, 2022. In addition, 280,000 conditional performance rights were granted to the Chairman and
CEO. The conditional performance rights will be issued once the underlying conditions are met. Shareholders
approved the grant of these performance rights at the Company’s AGM on 16 November 2022.

The performance rights shall be vested and be exercisable during a four year period (Vesting Period) based on
the following:
25% of the Options shall vest on the first anniversary of the date of issue; and
•
•
thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter.
These performance rights will expire 10 years from the date of grant. For further details refer to the table
below:

Date of Grant

Grantee

Number of
Options

Exercise Price

Expiry Date

Underlying
Share Price

Fair Value

16/11/2022

Chairman

16/11/2022

CEO

16/11/2022

Directors

400,000

480,000

260,000

Nil

16/11/2032

Nil 16/11/2032

Nil

16/11/2032

3.29

* Out of which 180,000 performance rights for CEO and 100,000 performance rights for Chairman are
conditional upon milestone achievement.

End of Remuneration Report

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202327

DIRECTORS’ REPORT

Share Options/Performance Rights

Shares under Option and Performance Rights
At the date of this report there are 13,814,107 unlisted options and 2,367,250 performance rights outstanding
as summarised below:

Date Granted

Security Type

Expiry Date

Exercise Price

Number of shares
under option

24-Dec-18

26-Sep-19

30-Jul-20

13-Sep-20

17-Sep-20

24-Nov-20

3-Feb-21

4-Feb-21

17-Mar-21

25-Mar-21

16-Jul-21

29-Sep-21

27-Jan-22

29-Sep-21

1-Dec-21

1-Jan-22

1-Feb-22

1-Apr-22

16-Nov-22

6-Feb-23

23-Feb-23

22-Mar-23

Unlisted Options

Performance Rights

Unlisted Options

Performance Rights

Unlisted Options

Performance Rights

Unlisted Options

01-Jan-28

15-Feb-28

05-Mar-28

16-Oct-28

01-Oct-27

29-Jan-28

14-Aug-29

16-Oct-29

25-Sep-29

14-Aug-29

26-Mar-30

25-Jun-30

26-Mar-30

13-Sep-30

17-Sep-30

Unlisted Options

24-Nov-30

Performance Rights

Unlisted Options

Performance Rights

Unlisted Options

3-Feb-31

4-Feb-31

17-Mar-31

25-Mar-31

3-Jun-31

Performance Rights

29-Sep-25

Performance Rights

Unlisted Options

27-Jan-26

29-Sep-31

25-Oct-31

16-Nov-31

1-Dec-31

1-Jan-32

1-Feb-32

Unlisted Options

20-Feb-32

Unlisted Options

Performance Rights

1-Apr-32

1-Oct-26

31-Dec-32

23-Feb-33

22-Mar-33

$1.44500

$1.56500

$1.27250

$0.84750

$0.43875

Nil

$0.4468

$0.74

$0.54

$0.39

Nil

A$0.2312

A$0.27

Nil

A$0.286

A$0.823

A$0.286

Nil

A$2.82

Nil

A$2.63

A$1.90

Nil

A$2.68

A$2.82

A$2.68

A$3.04

A$3.27

Nil

160,000

800,000

1,520,000

32,000

10,000

712,500

978,125

25,000

32,000

16,000

42,500

15,625

10,000

496,150

2,398,750

595,379

37,000

65,625

100,000

4,000

112,500

250,000

6,000

68,750

641,250

1,500,703

2,120,000

50,000

100,000

150,000

450,000

150,000

1,080,000

1,001,500

70,000

10,000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202328

DIRECTORS’ REPORT

Share Options/Performance Rights continued

Shares under Option and Performance Rights continued
These unlisted options and performance rights do not entitle the holders to participate in any share issue of
the Company or any other body corporate.

In addition to the above, the Company has granted 687,000 options and performance rights to employees
which have not yet been issued on the ASX as at the date of this report.

Proceedings on Behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 (Cth) for leave to bring
proceedings on behalf of the Group, or intervened in any proceedings to which the Company is a party for
the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The
Group was not a party to any such proceedings during the year.

Audit Services
During the year the following fees were paid or payable for services provided by the auditor.

Amounts received or due and receivable by Nexia Perth:

An audit and review of the financial report of the parent and any other
entity in the Group

Other services in relation to the parent and any other entity in the Group

Amounts received or due and receivable by BDO Israel:

Audit and review of the subsidiary Weebit Nano Ltd (Israel)*

Other Services

Total

Consolidated 2023

Consolidated 2022

53,000

6,000

83,862

10,077

152,939

52,600

27,700

86,058

166,358

*The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Limited (Israel)
and Weebit Nano SARL (France), as well as the audit of the tax return for Weebit Nano Ltd (Israel).

Officers of the Company who are Former Audit Partners of Nexia
There are no officers of the Company who are former partners of Nexia Perth.

Auditor’s Independence Declaration
The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the
year ended 30 June 2023 has been received and can be found on page 38.

Auditor
Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the Corporations
Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the
Corporations Act 2001.

On behalf of the Directors

David Perlmutter
Chairman

Melbourne
24 August 2023

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
29

CORPORATE GOVERNANCE STATEMENT

The Board is responsible for establishing the Company’s corporate governance framework. In establishing
its corporate governance framework, the Board has referred to the 4th edition of the ASX Corporate
Governance Councils’ Corporate Governance Principles and Recommendations. The Corporate Governance
Statement discloses the extent to which the Company follows the recommendations. The Company will
follow each recommendation where the Board has considered the recommendation to be an appropriate
benchmark for its corporate governance practices. Where the Company’s corporate governance practices
will follow a recommendation, the Board has made appropriate statements reporting on the adoption of the
recommendation. In compliance with the “if not, why not” reporting regime, where, after due consideration,
the Company’s corporate governance practices will not follow a recommendation, the Board has explained
its reasons for not following the recommendation and disclosed what, if any, alternative practices the
Company will adopt instead of those in the recommendation.

The Company’s governance-related documents can be found on its website at www.weebit-nano.com under
the section marked Corporate Governance.

Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities
of its Board and management and regularly review their performance

Recommendation 1.1
A listed entity should have and disclose a Board charter setting out:
(a) the respective roles and responsibilities of its Board and management; and
(b) those matters expressly reserved to the Board and those delegated to management.

The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly
reserved to the Board and those delegated to management and has documented this in its Board Charter.

The responsibilities of the Board include but are not limited to:
a . Provide strategic direction for the Company and directing and monitoring the Company’s performance against strategies;
b . Establish goals for management and monitor the achievement of those goals;
c. Review and oversee the operation of systems of risk management;
d . Ensuring the overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities

within the Company to ensure division of functions between management and the Board remain appropriate to the needs of the
Company; and

e . Formation and monitoring of corporate governance policies, codes of conduct and committees.

In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the Company, including
employees, shareholders, co-ventures, the government and the community.

A copy of the Board Charter is publicly available in the Corporate Governance section of the Company’s website at
https://weebit-nano.com/corporate-governance/ .

Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director;
and
(b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a
director

The term of appointment for each Non-Executive Director of the Company shall be the period commencing on appointment and expiring
when the Director is next required to stand for election by the shareholders or a period of 3 years, whichever is the lesser. At each
Annual General Meeting of the Company, subject to ASX Listing Rule 14.4, at least one Director must retire from office, excluding a
Director who is a managing director.

Board support for a Director’s re-election is not automatic and is subject to satisfactory Director performance (in accordance with the
evaluation process described for Principle 1.6).

Weebit undertakes appropriate background and screening checks prior to nominating a Director for election by shareholders, and
provides to shareholders all material information in its possession concerning the Director standing for election or re-election in the
explanatory notes accompanying the notice of meeting.

Recommendation 1.3
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

The Company has a written agreement with each of the Directors. The material terms of any employment, service or consultancy
agreement the Company, or any of its child entities, has entered into with its Chief Executive Officer, any of its Directors, and any other
person or entity who is a related party of the Chief Executive Officer or any of its Directors will be disclosed in accordance with ASX
Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).

Contract details of senior executives who are KMP are summarised in the Remuneration Report in the Company’s Annual Report.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202330

CORPORATE GOVERNANCE STATEMENT

Principle 1 continued

Recommendation 1.4
The Company secretary of a listed entity should be accountable directly to the Board, through the chair, on all matters to do with the
proper functioning of the Board.

The Company Secretary is accountable to the Board for facilitating the Company’s corporate governance processes and the proper
functioning of the Board. Each Director is entitled to access the advice and services of the Company Secretary.

In accordance with the Company’s Constitution, the appointment or removal of the Company Secretary is a matter for the Board as a
whole. Details of the Company Secretary’s experience and qualifications are set out in the Annual Report.

Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its Board or a committee of the Board set measurable objectives for achieving gender diversity in the composition of its
Board, senior executives and workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to achieve gender diversity;
(2) the entity’s progress towards achieving those objectives; and
(3) either:
(A) the respective proportions of men and women on the Board, in senior executive positions and across
the whole workforce (including how the entity has defined “senior executive” for these purposes); or
(B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in and published under that Act.

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving
gender diversity in the composition of its Board should be to have not less than 30% of its Directors of each gender within a specified
period.

The Company is committed to creating a diverse working environment and promoting a culture which embraces diversity. Given the size
of the Company and scale of its operations, however, the Board is of the view that a written diversity policy with measurable objectives
for achieving gender diversity is not required at this time. Further, as the Company has not established measurable objectives for
achieving gender diversity, the Company has not reported on progress towards achieving them.

Recommendations 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and
(b) disclose for each reporting period whether performance evaluation has been undertaken in accordance with that process during or
in respect of that period.

The Chairman conducts a review of Board and Committee performance at least once each calendar year. It is planned to undertake this
year’s review after allowing some time for the new Board appointees to spend a period of time in their respective roles. The process
usually involves the preparation of a questionnaire, to which Directors and Committee members respond anonymously, addressing
matters relating to the conduct of meeting, the content of Board/Committee papers and other matters relevant to Board/Committee
performance.

Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the performance of its Senior Executives at least once every reporting period;
(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or
in respect of that period.

The performance of the Company’s Senior Executives, including the CEO, is reviewed regularly to ensure that Senior Executive members
continue to perform effectively in their roles. Performance is measured against the goals and Company performance set at the
beginning of the financial year and reviewed throughout the year. A performance evaluation for Senior Executives has occurred during
the year in accordance with this process.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202331

CORPORATE GOVERNANCE STATEMENT

Principle 2 – Structure the Board to be effective and add value
The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge
of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

Recommendation 2.1
The Board of a listed entity should:
(a) have a Nomination Committee which:
(i) has at least three members, a majority of whom are independent; and
(ii) is chaired by an Independent Director.
And disclose:
(iii) the Charter of the Committee;
(iv)the members of the Committee; and
(v) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual
attendances of the members at those meetings; or

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues
and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively.

The functions of a Nomination Committee are outlined in the Company’s Governance Committee Charter, with a copy of the Charter
published on the Company’s website.

The Committee comprised independent Directors during the financial year Atiq Raza (Chairman), Ashley Krongold and Dadi Perlmutter.
The Committee met during the financial year, as disclosed in the Directors' Report.

The procedure for the selection and appointment of new Directors or the re-election of incumbent Directors, other than as outlined in
the Company’s Constitution or the Governance Committee Charter is detailed at Principle 1.2.

The Board may seek independent external advice in regard to its composition, when there is a required change (such as retirement or
resignation).

Recommendation 2.2
A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to
achieve in its membership.

The details of the skill set of the current Board members are set out in the description of each Director in the Annual Report. The
Board has adopted the following Board Skills Matrix which sets out the mix of skills and diversity that the Board is looking to achieve
in its membership. The Board Skills Matrix highlights the key skills and experience of the Board and the extent to which those skills are
currently represented on the Board.

Skills and experience

Number of Directors/ Board
representations (out of 6)

Executive leadership - Senior executive experience including international experience.

Board experience - Experience as a Board member or member of a governance body.

Financial acumen - Senior executive or equivalent experience in financial accounting and reporting,
corporate finance, risk and internal controls.

Semiconductor - Experience related to the Semiconductor market, connections to key companies in
the domain.

ASX and Australian public market - Experience in raising capital in Australia, knowledge of the
Australian regulations.

Strategy - Experience in developing, implementing and challenging a plan of action designed
to achieve the long-term goals of an organisation, including information technology and digital
experience.

Capital management - Experience in capital management strategies, including capital partnerships,
debt financing and capital raisings.

Recommendation 2.3
A listed entity should disclose:
(a) the names of the Directors considered by the Board to be Independent Directors;
(b) if a Director has an interest, position or relationship that might raise issues about the independence of a Director but the Board is of
the opinion that it does not compromise the independence of the Director, the nature of the interest, position or relationship in question
and an explanation of why the Board is of that opinion; and
(c) the length of service of each Director.

As at 30 June 2023, the Board consisted of six Directors, four of whom are Independent Non-executive Directors. The Board considers
David Perlmutter (Non-executive Chairman), Ashley Krongold (Non-executive Director), Mark Licciardo (Non-executive Director) and
Atiq Raza (Non-executive Director) to be Independent Directors. The length of service of each Director has been disclosed in the Annual
Report.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202332

CORPORATE GOVERNANCE STATEMENT

Recommendation 2.4
The majority of the Board of a listed entity should be independent Directors.

Principle 2 continued

As noted under Recommendation 2.3, the Board comprises six Directors of whom four are considered Independent Directors. The
Board comprises a majority of independent Directors and is satisfied that its current composition is suitable for the Company given
its resources, size and operations. The current structure and composition of the Board has been determined having regard to the
nature and size of the Company, the skill set of the Company’s Directors both individually and collectively, and the best interests of
shareholders. The Board believes that independent judgment is achieved and maintained in respect of its decision-making processes.
Furthermore, all Directors are entitled to seek independent professional advice as and when required. The Directors believe that they
are able to objectively analyse the issues before them in the best interests of all shareholders and in accordance with their duties as
Directors.

Recommendation 2.5
The Chair of the Board of a listed entity should be an independent Director, and in particular, should not be the same person as the CEO
of the entity.

The Chairman, Mr David (Dadi) Perlmutter, is an Independent Director. His role as Chairman of the Board is separate from that of
the Managing Director (who is responsible for the day-to-day management of the Company) and is in compliance with the ASX
recommendation that these roles not be exercised by the same individual.

Recommendation 2.6
A listed entity should have a program for inducting new Directors and for periodically reviewing whether there is a need for existing
Directors to undertake professional development to maintain the skills and knowledge needed to perform their role as Directors
effectively.

The Board recognises that as a result of the Company’s size and the stage of the entity’s life, the Board has not put in place a formal
program for inducting new Directors. However, it does provide a package of background information on commencement and provides
ready interaction with the Company’s personnel to gain a stronger understanding of the business. The Board will define a specific
training for new Directors based on their background.

Principle 3 – Instill a culture of acting lawfully, ethically and responsibly
A listed entity should instill and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

Recommendation 3.1
A listed entity should articulate and disclose its values.

The Company is committed to promoting good corporate conduct grounded by strong ethics and responsibility. The Company’s values
have been communicated across the Company and disclosed on the Company’s website at https://weebit-nano.com/company-values/ .

Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its Directors, Senior Executives and employees; and
(b) ensure that the Board or a committee of the Board is informed of any material breaches of the code.

The Company has established a Code of Conduct (Code), which addresses matters relevant to the Company’s legal and ethical
obligations to its stakeholders and ensures that the Board is informed of material breaches of the Code. It may be amended from time to
time by the Board and is disclosed on the Company’s website. The Code applies to all Directors, employees, contractors and officers of
the Company.

A copy of the Company’s Code of Conduct is publicly available in the Corporate Governance section of the Company’s website at
https://weebit-nano.com/corporate-governance/ .

Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy.

The Board has developed a whistleblower policy, which applies to all Directors, employees, contractors and officers. Investigation
findings under the whistleblower Policy and material breaches will be reported to the Board.

A copy of the Company’s whistleblower policy is publicly available in the Corporate Governance section of the Company’s website at
https://weebit-nano.com/corporate-governance/ .

Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the Board or a committee of the Board is informed of any material breaches of that policy.

The Board has adopted an anti-bribery and corruption policy, which applies to all Directors, employees, contractors and officers.
Material breaches of the policy will be reported to the Board.

A copy of the Company’s anti-bribery and corruption policy is publicly available in the Corporate Governance section of the Company’s
website at https://weebit-nano.com/corporate-governance/ .

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202333

CORPORATE GOVERNANCE STATEMENT

Principle 4 – Safeguard the Integrity of Corporate Reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.

Recommendation 4.1
The Board of a listed entity should:
(a) have an Audit Committee which:
(i) has at least three members, all of whom are Non- Executive Directors and a majority of whom are independent Directors; and
(ii) is chaired by an independent Director, who is not the Chair of the Board.
and disclose:
(iii) the Charter of the Committee;
(iv) the relevant qualifications and experience of the members of the Committee; and
(v) in relation to each reporting period, the number of times the Committee met throughout the period and the individual attendance
of the members at those meetings.
(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of
the audit engagement partner.

The Company has established a Finance, Audit and Risk Committee.

The Committee comprised Independent Directors during the financial year Ashley Krongold (Chairman), Fred Bart (resigned 26 June
2023) and Executive Director, Yoav Nissan-Cohen. The Committee met during the financial year, with the meeting attended by
Committee members as disclosed in the Directors Report.

Review of annual capital/asset and operating budgets and recommending approval to the Board.

The responsibilities of the Committee include but are not limited to:
• Monitoring quarterly and annual financial statements.
•
• Oversight and review of the external audit process including assessment of the terms of engagement and remuneration of the
auditor; recommending to the Board the appointment of the auditor; considering the scope and quality of external audits; and
review of audit reports.
Review the effectiveness of internal audits, internal financial reports and control systems.

•
• Oversight of Weebit’s risk management framework and practices including periodic review of key risks to the organisation.
•
•
•

Periodic review of Weebit’s Risk Management Plan, Insurances, Delegations Policy.
External Procurement Policy, Business Continuity Plan and other high-level policies relevant to the Committee’s purpose.
Setting and adhering to any relevant KPI’s to assist the committee in fulfilling its purpose.

A copy of the Finance, Audit and Risk Committee Charter is publicly available in the Corporate Governance section of the Company’s
website at https://weebit-nano.com/corporate-governance/ .

Recommendation 4.2
The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance
of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is
operating effectively.

Before approval of the financial statements the Board received assurance from the CEO and the CFO that the declaration provided in
accordance with section 295A of the Corporations Act. Further, that it is founded on a sound system of risk management and internal
control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The Board has also received from the CEO and the CFO written affirmations concerning the Company’s financial statements as set out
in the Directors’ Declaration.

Recommendation 4.3
A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.

The Board and relevant Senior Management review any periodic corporate report that is released to the market that has not been
audited or reviewed by an external auditor.

Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a
reasonable person would expect to have a material effect on the price or value of its securities.

Recommendation 5.1
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.

The Company has adopted a Continuous Disclosure Policy which sets out policies and procedures for the Company’s compliance with
its continuous disclosure obligations under the ASX Listing Rules, and addresses financial markets communication, media contact
and continuous disclosure issues. A copy of the Continuous Disclosure Policy is available in the Corporate Governance section of the
Company’s website at https://weebit-nano.com/corporate-governance/ .

Recommendation 5.2
A listed entity should ensure that its Board receives copies of all material market announcements promptly after they have been made.

The Board has received confirmation of release from the ASX Market Announcements Office whenever there has been a market release
by the Company.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202334

CORPORATE GOVERNANCE STATEMENT

Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on
the ASX Market Announcements Platform ahead of the presentation.

The Company ensures that all investor presentations are lodged with the ASX ahead of the presentation.

Principle 5 continued

Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and
facilities to allow them to exercise their rights as security holders effectively.

Recommendation 6.1
A listed entity should provide information about itself and its governance to investors via its website.

The Company keeps investors informed of its corporate governance, financial performance and prospects via its website – www.
weebit-nano.com. Investors can access copies of all announcements to the ASX, notices of meetings, annual reports and financial
statements via https://weebit-nano.com/asx-announcements/, and Investor presentations via https://weebit-nano.com/presentations-
and-webcasts/ Investors can access general information regarding the Company and the structure of its business by accessing the
Company’s website at https://weebit-nano.com/about/

Recommendation 6.2
A listed entity should have an investor relations program that facilitates effective two-way communication with investors

The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s. In accordance with the
ASX Recommendations, information is communicated to shareholders as follows:
•

the annual financial report which includes relevant information about the operations of the Company during the year, changes
in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the
Corporations Act 2001;
the quarterly cash flow and activities report and half yearly financial report lodged with the Australian Securities Exchange (ASX);
notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are
submitted to a vote of shareholders;
notices of all meetings of shareholders;
publicly released documents including full text of notices of meetings and explanatory material, made available on the Company’s
website at www.weebit-nano.com;
disclosure of the Company’s Corporate Governance practices on the entity’s website; and,
email and other electronic means.

•
•

In addition to the above-mentioned communication methods, the Company has maintained an active investor relations program to
facilitate effective two-way communication with relevant equity market stakeholders. This program includes face-to-face meetings
with investors, broker analysts and proxy firms as well as responding to shareholder enquiries as appropriate. The Company utilises
public investor webcasts and conference calls for key announcements such as the full year and half year financial results. To ensure
that shareholders can obtain all relevant information to assist them in exercising their rights as shareholders, the Company has made
available an email address and relevant contact for shareholders to make their enquiries.

The Board encourages effective participation at the Company’s General Meetings by providing opportunities for shareholders to ask
questions of the Company’s Directors and auditors.

The Company encourages shareholders to receive Company information electronically by registering their email address online with the
Company’s shareholder registry. The Company also allows shareholders to communicate electronically with the Company and share
registry including providing shareholders the ability to submit proxy voting instructions online.

Recommendation 6.3
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

The Board encourages full participation of security holders at its General Meetings to ensure a high level of accountability and
identification with the Company’s strategy and goals. Before and during the General Meetings, the security holders are invited to raise
questions regarding the operations and performance of the Company.

Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show
of hands.

All resolutions put to security holders at a meeting of security holders are decided by a poll.

Recommendation 6.5
A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its
security registry electronically.

The Company provides its security holders the option to receive communications from and send communications to, the Company and
the share registry electronically.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202335

CORPORATE GOVERNANCE STATEMENT

Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework
and periodically review the effectiveness of that framework.

Recommendation 7.1
The Board of a listed entity should:
(a) have a committee(s) to oversee risk, each of which:
(i) has at least three members, a majority of whom are independent Directors; and
(ii) is chaired by an independent Director.
and disclose
(iii) the Charter of the Committee;
(iv) the members of the Committee; and
(v) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual
attendances of the members at those meetings.
(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for
overseeing the entity’s risk management framework.

The Company has established a Finance, Audit and Risk Committee.

The Committee comprises Independent Directors during the financial year Ashley Krongold (Chairman) and Executive Director, Yoav
Nissan-Cohen. The Committee met during the financial year as disclosed in the Directors Report. The responsibilities of the Committee
include but are not limited to:
• Monitoring quarterly and annual financial statements.
•
• Oversight and review of the external audit process including assessment of the terms of engagement and remuneration of the
auditor; recommending to the Board the appointment of the auditor; considering the scope and quality of external audits; and
review of audit reports.
Review the effectiveness of internal audits, internal financial reports and control systems.

Review of annual capital/asset and operating budgets and recommending approval to the Board.

•
• Oversight of Weebit’s risk management framework and practices including periodic review of key risks to the organisation.
•
•
•

Periodic review of Weebit’s Risk Management Plan, Insurances, Delegations Policy,
External Procurement Policy, Business Continuity Plan and other high-level policies relevant to the Committee’s purpose.
Setting and adhering to any relevant KPI’s to assist the committee in fulfilling its purpose.

A copy of the Finance, Audit and Risk Committee Charter is publicly available in the Corporate Governance section of the Company’s
website at https://weebit-nano.com/corporate-governance/ .

Recommendation 7.2
The Board or a committee of the Board should:
(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is
operating with due regard to the risk appetite set by the Board; and
(b) disclose, in relation to each reporting period, whether such a review has taken place.

The Board recognises that there are inherent risks associated with the Company’s operations including technological, legal and other
operational risks. The Board endeavors to mitigate such risks by continually reviewing the activities of the Company in order to identify
key business and operational risks and ensuring that they are appropriately assessed and managed. No formal report in relation to the
Company’s management of its material business risks was presented to the Board this financial year. The Board reviewed the risk profile
of the Company and monitored risk informally throughout the year. However it is intended to be presented formally to the Board, after
being reviewed by the Finance, Audit and Risk Committee in the upcoming financial year and moving forward.

Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal control processes.

Due to the Company’s scale, it does not have a formal Internal Audit function. However, responsibility for risk management and
maintenance of internal controls lies with several executives including the Chief Executive Officer and Chief Financial Officer, the
Finance, Audit and Risk Committee and the Governance Committee, who monitor and report on compliance with the Company’s policies
and procedures and its legal and regulatory obligations and oversee any required remedial activities.

Recommendation 7.4
A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or
intends to manage those risks.

The Company constantly monitors and reviews the key risks that affect the Company and the management of those risks. They include
economic, environment and social risks.

At the time of reporting, the Company has no material exposure to risks to our environmental and social sustainability profile.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202336

CORPORATE GOVERNANCE STATEMENT

Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality Directors and
design its executive remuneration to attract, retain and motivate high quality senior executives and to align
their interests with the creation of value for security holders and with the entity’s values and risk appetite.

Recommendation 8.1
The Board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are Independent Directors; and
(ii) is chaired by an Independent Director, and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of
remuneration for Directors and Senior Executives and ensuring that such remuneration is appropriate and not excessive.

The Board has established a Remuneration Committee to assist in the discharge of its responsibilities. The role of the Remuneration
Committee is to review and make recommendations to the Board on remuneration packages and polices related to the Directors
and Senior Executives. The Remuneration Committee is also charged with ensuring that the remuneration policies and practices are
consistent with the Company’s strategic goals and objectives.

The Committee comprised of Independent Directors during the financial year being Dadi Perlmutter, S. Atiq Raza and Ashley Krongold.
The Remuneration Committee meets on an as-needed basis. The number of Remuneration Committee meetings held during the year is
set out in the Directors’ Report under Directors’ Meetings.

Following each meeting, the Remuneration Committee reports to the Board on any matter that should be brought to the Board’s
attention and on any recommendation of the Remuneration Committee that requires Board approval. The Board has adopted a
Remuneration Committee Charter, which describes the role, composition, functions and responsibilities of the Remuneration Committee
and is disclosed on the Company’s website at https://weebit-nano.com/corporate-governance/ .

Recommendation 8.2
A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the
remuneration of executive Directors and other senior executives.

Details of the Company’s policies on remuneration are set out in the Company’s ‘Remuneration Report’ in each Annual Report published
by the Company. This disclosure will include a summary of the Company’s policies regarding the deferral of performance-based
remuneration and the reduction, cancellation or claw-back of the performance-based remuneration in the event of serious misconduct
or a material misstatement in the Company’s financial statements.

Recommendation 8.3
A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise)
which limit the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.

The Company’s Security Trading Policy includes a statement prohibiting Directors, officers and employees entering into transactions
(whether through the use of derivatives or otherwise) which limit the economic risk of their security holding in the Company or of
participating in unvested entitlements under any equity based remuneration schemes.

Security Trading Policy
In accordance with ASX Listing Rule 12.9, the Company has adopted a trading policy which sets out the following information:
closed periods in which Directors, employees and contractors of the Company must not deal in the Company’s securities;
•
trading in the Company’s securities which is not subject to the Company’s trading policy; and
•
the procedures for obtaining written clearance for trading in exceptional circumstances.
•

The Company’s Security Trading Policy forms part of the Company’s corporate policies and procedures and is available to all staff and on
the Company’s website at https://weebit-nano.com/corporate-governance/ .

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202337

CORPORATE GOVERNANCE STATEMENT

9 – Additional recommendations that apply only in certain cases
The following additional recommendations apply to the entities described within them.

Recommendation 9.1
A listed entity with a director who does not speak the language in which Board or security holder meetings are held or key corporate
documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the
discussions at those meetings and understands and can discharge their obligations in relation to those documents.

All Directors speak the language that the meetings are held in.

Recommendation 9.2
A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.

The Company ensures that meetings of security holders are held at a reasonable place and time.

Recommendation 9.3
A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external
auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

The external auditor of the Company is also invited to the Annual General Meeting of shareholders and is available to answer any
questions concerning the conduct, preparation and content of the auditor’s report. Pursuant to section 249K of the Corporations Act
2001 the external auditor is provided with a copy of the notice of meeting and related communications received by shareholders.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202338

AUDITOR’S INDEPENDENCE DECLARATION

Lead auditor’s independence declaration under section 307C of the Corporations
Act 2001

To the directors of Weebit Nano Limited

I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended
30 June 2023 there have been:

(i) no contraventions of the auditor’s independence requirements as set out in the Corporations Act

2001 in relation to the audit; and

(ii) no contraventions of any applicable code of professional conduct in relation to the audit.

Nexia Perth Audit Services Pty Ltd

M. Janse Van Nieuwenhuizen
Director

Perth
24 August 2023

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

FINANCIAL STATEMENTS

Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023

Research and Development expenses (net)

Sales and Marketing expenses

General and Administrative expenses

Finance income (costs)

Loss before tax

Income tax expense

Loss for the year

Note

Consolidated 2023

Consolidated 2022

(26,694,786)

(16,776,687)

(3,555,631)

(10,046,576)

1,258,869

(2,350,508)

(8,371,598)

(197,802)

(39,038,124)

(27,696,595)

(39,038,124)

(27,696,595)

Other Comprehensive Income potentially reclassified subsequently to profit or
loss:

Foreign currency translation differences for foreign operation

Total Comprehensive Loss for the year

(581,729)

(321,309)

(38,456,395)

(28,017,904)

Total Comprehensive Loss attributable to:

Owners of the parent entity

(38,456,395)

(28,017,904)

Basic and Diluted Loss per share

(0.222)

(0.185)

The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202340

FINANCIAL STATEMENTS

Consolidated Statement of Financial Position
For the year ended 30 June 2023

ASSETS

Current assets

Cash and cash equivalents

Trade and other receivables

Total current assets

Non-current assets

Plant and equipment

Right of use assets

Long term deposit

Total non-current assets

TOTAL ASSETS

LIABILITIES

Current liabilities

Trade and other payables

Lease liability – current

Total current liabilities

Non-current liabilities

Lease liability – non-current

Total non-current liabilities

TOTAL LIABILITIES

NET ASSETS

EQUITY

Share capital

Reserves

Accumulated losses

TOTAL EQUITY

Note

Consolidated 2023

Consolidated 2022

87,957,503

1,002,178

50,247,738

6,022,274

88,959,681

56,270,012

253,859

265,765

27,143

546,767

288,205

428,778

21,180

738,163

89,506,448

57,008,175

4,426,217

218,460

1,597,613

66,824

4,644,677

1,664,437

66,276

348,001

4,710,953

2,012,438

84,795,495

54,995,737

168,492,222

33,825,340

110,818,345

22,661,335

(117,522,067)

(78,483,943)

84,795,495

54,995,737

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202341

FINANCIAL STATEMENTS

Consolidated Statement of Changes in Equity
For the year ended 30 June 2023

Consolidated 2023

Note

Issued
Capital

Foreign
Currency
Translation
Reserve

Share Based
Payment
Reserve

Accumulated
Losses

Total Equity

110,818,345

(1,020,710)

23,682,045 (78,483,943)

54,995,737

581,729

60,005,260

(2,846,848)

515,465

10,582,276

(39,038,124)

581,729

(39,038,124)

(38,456,395)

60,005,260

(2,846,848)

515,465

10,582,276

168,492,222

(438,981)

34,264,321

(117,522,067)

84,795,495

Note

Issued
Capital

Foreign
Currency
Translation
Reserve

Share Based
Payment
Reserve

Accumulated
Losses

Total Equity

60,061,746

(699,401)

12,591,558

(50,787,348)

21,166,555

(321,309)

35,443,051

(1,215,556)

340,756

16,188,348

11,090,487

(27,696,595)

(321,309)

(27,696,595)

(28,017,904)

35,443,051

(1,215,556)

340,756

16,188,348

11,090,487

110,818,345

(1,020,710)

23,682,045 (78,483,943)

54,995,737

Balance at 1 July 2022

Loss for the year

Other comprehensive income

Total comprehensive loss for the year

Transactions with equity holders:

Contributions of capital

Capital raising costs

Exercise of options

Share-based payments

Balance at 30 June 2023

Consolidated 2022

Balance at 1 July 2021

Loss for the year

Other comprehensive income

Total comprehensive loss for the year

Transactions with equity holders:

Contributions of capital

Capital raising costs

Exercise of options

Exercise of listed options

Share-based payments

Balance at 30 June 2022

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202342

FINANCIAL STATEMENTS

Consolidated Statement of Cash Flows
For the year ended 30 June 2023

Cash flows from operating activities

Interest received (Paid), net

Payments to suppliers and employees

Net cash used in operating activities

Cash flows from investing activities

Payments for Property, Plant and Equipment

(Increase) decrease in deposits and restricted cash

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issues of share capital

Proceeds from options exercise

Capital Raising Costs

Repayment of lease liabilities

Note

Consolidated 2023

Consolidated 2022

1,350,000

(36,202)

(21,618,340)

(21,458,465)

(20,268,340)

(21,494,667)

(44,841)

(5,964)

(50,805)

(236,293)

29,769

(206,524)

60,005,260

35,443,051

515,465

(2,846,848)

(226,697)

16,529,104

(1,215,556)

(212,535)

Net cash flows provided by financing activities

57,447,181

50,544,065

Net increase in cash and cash equivalents

Foreign exchange movements on cash balances

Cash and cash equivalents at the beginning of the year

37,128,036

28,842,874

581,729

50,247,738

(321,309)

21,726,173

Cash and cash equivalents at the end of the year

87,957,503

50,247,738

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202343

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 1: REPORTING ENTITY
Weebit Nano Ltd (the “Company” or “Weebit Nano”) is a company domiciled in Australia. The consolidated
financial statements of the Company as at and for the year ended 30 June 2023 comprise the Company and
its subsidiaries (collectively referred to as the “Group”).

A description of the nature of the Group’s operations and its principal activities is included in the review of
operations and activities in the Directors’ Report on page 10, which does not form part of this financial report.

NOTE 2: BASIS OF PREPARATION
This General Purpose Financial Report has been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001.

The Consolidated Financial Statements and Notes of the Group comply with International Financial
Reporting Standards (IFRS) and interpretations adopted by the International Accounting Standards Board
(IASB).

Weebit Nano Ltd is a company limited by shares. The financial report is presented in Australian Dollars which
is the Group’s reporting currency and monetary amounts are rounded to the nearest dollar. Refer to Note
3(p) for the functional currencies of the Group.

This Consolidated Financial Report was approved and authorised for issue by the Board of Directors on 24
August 2023.

Financial Position
The consolidated financial report has been prepared on the going concern basis, which contemplates the
continuity of normal business activity and the realisation of assets and the settlement of liabilities in the
normal course of business.

Historical cost convention
These financial statements have been prepared on an accruals basis and under the historical cost
convention.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
The significant policies which have been adopted in the preparation of this financial report are:

(a) Principles of Consolidation

Subsidiaries
The consolidated financial statements comprise the assets and liabilities of Weebit Nano Ltd and its
subsidiaries at 30 June 2023 and the results of the subsidiaries for the year ended. A subsidiary is any entity
controlled by Weebit Nano Ltd.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. The financial statements of subsidiaries are prepared for
the same reporting period as the Parent Company, using consistent accounting policies. Adjustments are
made to bring into line any dissimilar accounting policies that may exist.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202344

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

All inter-company balances and transactions, including unrealised profits arising from intra- entity
transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be
recovered. Investments in subsidiaries are accounted for at cost in the individual financial statements of
Weebit Nano Ltd. Subsidiaries are consolidated from the date on which control is obtained by the Group and
cease to be consolidated from the date on which control is transferred out of the Group. Where there is a
loss of control of a subsidiary, the consolidated financial statements include the results for the part of the
reporting period which Weebit Nano Ltd has control.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition
method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable
assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable
assets acquired and the liabilities assumed are measured at their acquisition date fair values (see note 3(h)).

(b) Segment Reporting

An operating segment is a component of an entity that engages in business activities from which it may
earn revenues and incur expenses (including revenues and expenses relating to transactions with other
components of the same entity) whose operating results are regularly reviewed by the entity’s chief
operating decision maker to make decisions about resources to be allocated to the segment and assess its
performance and for which discrete financial information is available. This includes startup operations which
are yet to earn revenues. Management will also consider other factors in determining operating segments
such as the existence of a line manager and the level of segment information presented to the Board of
Directors.

Operating segments have been identified based on the information provided to the chief operating decision
maker – being the Board of Directors.

The group aggregates two or more operating segments when they have similar economic characteristics,
and the segments are similar in nature.

Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately.
However, an operating segment that does not meet the quantitative criteria is still reported separately where
information about the segment would be useful to users of the financial statements.

Information about other business activities and operating segments that are below the quantitative criteria
are combined and disclosed in a separate category for “all other segments”.

The income tax expense or benefit for the year is the tax payable on the current year’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts
of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception
is made for certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the parent entity is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse in

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202345

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right
to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.

(d) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”),
except where the GST incurred on a purchase of goods and services is not recoverable from the taxation
authorities, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of
an item of the expense item as applicable, and receivables and payables in the balance sheet are shown
inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Statement of Financial Position. Cash flows are included in the Cash Flow
Statement on a gross basis and the GST component of cash flows arising from investing and financing
activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash
flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to,
the taxation authority.

(e) Trade and Other Receivables

Trade and other receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They arise when the Group provides money, goods or services directly
to another party with no intention of selling the receivables. They are included in current assets, except for
those with maturities greater than 12 months after the balance date which are classified as non-current
assets.

Trade and other receivables are initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method, less any impairment losses.

(f) Property, Plant and Equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical
cost includes expenditure that is directly attributable to the items. Repairs and maintenance are charged to
the Statement of Profit or Loss and Other Comprehensive Income during the reporting period in which they
are incurred.

Depreciation is calculated using the straight-line method to allocate asset costs over their estimated useful
lives, as follows:
• Computer equipment
• Software
• Plant & equipment

3 years
3 years
5 years

Each asset’s residual value and useful life is reviewed, and adjusted if appropriate, at each balance sheet
date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are
included in the Statement of Profit or Loss and Other Comprehensive Income.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
46

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

(g) Leases

Right of Use Assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any
lease payments made at or before the commencement date net of any lease incentives received, any initial
direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected
to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain
ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life.
Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability
for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on
these assets are expensed to profit or loss as incurred.

Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity’s
incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under
residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from a change in an index
or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to
profit or loss if the carrying amount of the right-of-use asset is fully written down.

(h) Business Combinations

The acquisition method of accounting is used to account for all business combinations, regardless of
whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets
given, securities issued or liabilities incurred or assumed at the date of exchange plus costs directly
attributable to the acquisition.

Where equity instruments are issued in an acquisition, the fair value of the instruments is their published
market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the
published price at the date of exchange is an unreliable indicator of fair value and that other evidence
and valuation methods provide a more reliable measure of fair value. Transaction costs, other than those
associated with the issue of equity instruments, that the Group incurs in connection with a Business
Combination are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable
net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the
fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in
the Statement of Profit or Loss and Other Comprehensive Income, but only after a reassessment of the
identification and measurement of the net assets acquired.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202347

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

(i) Impairment of Non-Financial Assets

Where an indicator of impairment exists, the Group makes a formal estimate of the recoverable amount.
Where the carrying amount of an asset or cash generating unit exceeds its recoverable amount the asset or
cash generating unit is considered impaired and is written down to its recoverable amount.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group of assets or groups of assets that generate
cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups
of assets (the “cash- generating unit” or ”CGU”). Subject to an operating segment ceiling test, for the
purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that
the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal
reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are
expected to benefit from the synergies of combination.

(j) Share-Based Payments

The Group has provided payment to service providers and related parties in the form of share-based
compensation whereby services are rendered in exchange for shares or rights over shares (‘equity-settled
transactions’). The cost of these equity-settled transactions is measured by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined using an appropriate
option valuation model for services provided by employees or where the fair value of the goods and services
received cannot be reliably estimated.

For goods and services received where the fair value can be determined reliably, the goods and services
and the corresponding increase in equity are measured at that fair value. The fair value of the options
granted is adjusted to reflect market vesting conditions but excludes the impact of any non-market vesting
conditions. Non-market vesting conditions are included in assumptions about the number of options that are
expected to become exercisable.

At each balance date, the entity revises its estimates of the number of options that are expected to become
exercisable subject to non-market vesting conditions.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which the performance conditions are fulfilled, ending on the date on which the relevant
parties become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This
opinion is formed based on the best available information at balance date. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is included in the
determination of fair value at grant date.

Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if
the terms had not been modified. In addition, an expense is recognised for any increase in the value of the
transaction as a result of the modification, as measured at the date of modification.

(k) Cash and Cash Equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202348

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

(l) Finance Income and Expense

Finance income comprises interest income on funds invested, gains on disposal of financial assets and
changes in fair value of financial assets held at fair value through profit or loss. Finance expenses comprise
changes in the fair value of financial assets held at fair value through profit or loss and impairment losses on
financial assets.

Interest income is recognised as it accrues in profit or loss, using the effective interest rate method.

(m) Issued Capital

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the
consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are
recognised directly in equity as a reduction of the share proceeds received.

(n) Earnings per Share

Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year.

Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.

(o) Trade and other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.

Trade and other payables are stated at amortised cost, using the effective interest method.

(p) Foreign Currency Translation

Functional and presentation currency
The functional currency of Weebit Nano Ltd (Israel) (Weebit Israel) is US dollars. The functional currency
of Weebit Nano Ltd is Australian Dollars. The functional currency of Weebit France (SARL) is Euro. The
presentation currency of the Group is Australian Dollars.

Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange
rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated at the rate of exchange ruling at the balance date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.

(q) Significant Accounting Estimates and Assumptions

Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgement in the

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202349

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

(q) Significant Accounting Estimates and Assumptions (continued)
process of applying the Group’s accounting policies. The Directors evaluate estimates and judgments
incorporated into the financial report based on historical knowledge and best available current information.
Estimates assume a reasonable expectation of future events and are based on current trends and economic
data, obtained both externally and within the Group.

The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting
period are Share-based payment transactions.

The Company measures the cost of equity-settled transactions with management and other parties by
reference to the fair value of the equity instruments at the date at which they are granted. The fair value
is determined by the Board of Directors using either the Binomial or the Black-Scholes valuation methods,
taking into account the terms and conditions upon which the equity instruments were granted. The
assumptions in relation to the valuation of the equity instruments are detailed in Note 14. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses
and equity.

(r) Comparative Information

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.

(s) Interest Income

Interest income is recognised as interest is earned.

(t) Intangible Assets

An intangible asset is recognised, whether purchased or self-created (at cost) if, and only if:
•

It is probable that the future economic benefits that are attributable to the asset will flow to the entity;
and

• The cost of the asset can be measured reliably

Initial recognition: research and development costs:
• All research costs are expensed as incurred:
• Development costs are capitalised only after technical and commercial feasibility of the asset for sale
or use have been established. This means that the Company must intend and be able to complete the
intangible asset and either use it or sell it and be able to demonstrate how the asset will generate future
economic benefits.

(u) Adoption of New and Revised Accounting Standards

The following accounting standards and interpretations are applicable for the first time in the year ending 30
June 2023:

• AASB 2020-3 Annual Improvements to IFRS Standards 2018–2020 and Other Amendments
• AASB 2023-2 Amendments to Australian Accounting Standards – International Tax Reform –

Pillar Two Model Rules

The Group has reviewed the new and revised Standards and Interpretations in issue for the year ended
30 June 2023. As a result of this review the Group has determined that there is no material impact of the
Standards and Interpretations in issue not yet adopted by the Group; therefore, no change is necessary to
the Group’s accounting policies.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202350

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES continued

(v) New accounting standards issued but not yet effective

The following accounting standards and interpretations have been issued but are not yet effective for the
financial year ending 30 June 2023:

• AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and

Definition of Accounting Estimates

• AASB 2021-5: Amendments to Australian Accounting Standards - Deferred Tax related to Assets and

Liabilities arising from a Single Transaction

• AASB 2020-1 and AASB 2022-6 Amendments to Australian Accounting Standards - Non-current

Liabilities with Covenants

• AASB 2022-5 Amendments to Australian Accounting Standards – Lease Liability in a Sale and Leaseback
• AASB 2023-3 Amendments to Australian Accounting Standards – Disclosure of Non-current Liabilities

with Covenants: Tier 2

• AASB 2014-10 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

(Amendments to AASB 10 and AASB 128).

The Group has reviewed the new and revised Standards and Interpretations in issue not yet adopted for
the year ended 30 June 2023. As a result of this review the Group has determined that there is no material
impact of the Standards and Interpretations in issue not yet adopted by the Group; therefore, no change is
necessary to the Group’s accounting policies.

NOTE 4: LOSS PER SHARE

Basic and diluted loss per share

Consolidated 2023

Consolidated 2022

(0.222)

(0.185)

Loss used in the calculation of basic and diluted loss per share

(39,038,124)

(27,696,595)

Weighted average number of ordinary shares outstanding during the year used in
calculation of basic loss per share

176,051,687

150,072,195

Weighted average number of ordinary shares outstanding during the year used in
calculation of diluted loss per share

176,051,687

150,072,195

Options outstanding during the year have not been taken into account in the calculation of the weighted
average number of ordinary shares as they are considered anti-dilutive.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202351

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 5: INCOME TAX

Consolidated 2023

Consolidated 2022

Numerical reconciliation between aggregate tax expenses recognised in the
Statement of Profit or Loss and Other comprehensive Income and tax expense
calculated per the statutory income tax rate

A reconciliation between tax expense and the product of accounting profit before
income tax multiplied by the Group’s applicable income tax rate is as follows:

Accounting loss before income tax

(39,038,124)

(27,696,595)

Income tax (benefit) using the domestic corporation tax rate of 30% (2022: 30%)

(11,711,437)

(8,308,979)

Effect of tax rates in foreign jurisdictions

Prior year under and over in income tax

Effect of change in tax rate

Non-deductible expenses

Non-assessable income

Share based payments

Adjustment recognized in the current year in relation to the current tax of previous year

Capital raising costs deductible

Unrecognised temporary differences

Unrecognised tax losses

Income tax (expense)/benefit

1,574,271

2,678,117

3,174,683

4,186

(59,783)

14,625,454

(7,607,374)

(51)

3,327,146

272,400

(437,413)

(205,494)

2,674,192

Weebit Nano Ltd has unrecognised tax losses arising in Australia & Israel which are available indefinitely
to offset against future profits of the Group on the condition that the tests for deductibility against future
profits are met.

(a) Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

Deductible temporary differences

Tax losses

Consolidated 2023

Consolidated 2022

13,996,479

5,785,408

19,781,887

6,900,126

5,983,247

12,883,373

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202352

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 6: TRADE AND OTHER RECEIVABLES

Current

RTC receivable in France (a)

GST Recoverable

Other receivables and prepayments

Total

Consolidated 2023

Consolidated 2022

5,566,703

578,754

423,424

188,326

267,245

1,002,178

6,022,274

The above amounts do not bear interest and their carrying amounts are equivalent to their fair value.

(a) Weebit Nano SARL (France) participates in a French government R&D incentive plan (“RTC”). According

to this plan, Weebit Nano SARL (France) may claim each calendar year a partial refund on its R&D
expenses. During 2022, Weebit Nano SARL (France) filed its request for a refund on 2021 R&D costs.
The refund was received in July 2022 and was recorded as receivable in the 2022 report. During 2023,
Weebit Nano SARL (France) filed its request for a refund on 2022 R&D costs. The refund is expected to
be received by December 31, 2023.

NOTE 7: TRADE AND OTHER PAYABLES

Trade payables (a)

Accruals & accrued employee entitlements

Other payables (b)

Total

Consolidated 2023

Consolidated 2022

829,549

2,520,408

1,076,260

4,426,217

253,210

699,349

645,054

1,597,613

(a) Trade payables are non-interest bearing and are normally settled on 30-day terms.
(b) Other payables are non-trade payables, are non-interest bearing and have an average term of 3 months.

NOTE 8: EXPENSES

General and Administrative

Administration, insurance and compliance costs

Consultants and contractors

Amortisation and depreciation

Employee benefits expenses (a)

Other expenses

Total

Consolidated 2023

Consolidated 2022

422,227

1,023,525

191,271

6,952,996

1,456,557

10,046,576

365,000

799,647

133,942

6,723,996

349,013

8,371,598

(a) Included in employee benefits expenses is $4,937,597 for share based compensation (2022: $4,964,757).

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023
53

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 8: EXPENSES continued

Research and Development

Research and Development (R&D) costs are shown net of R&D grants and comprise remuneration paid to
staff and contractors, as well as ~$4.6 million (2022: ~$5.4 million) in share-based payments.

Research and Development grants are recognised as and when the receipts are virtually certain. Weebit
Nano SARL (France) recognised grants of ~$5.7 million during the year ended 30 June 2022 which offsets
the R&D expenses in the Statement of Comprehensive Income. The 2022 grant is expected to be received
by December 31, 2023 and was not recognised in 2023 report (also refer to note 6).

NOTE 9: ISSUED CAPITAL & RESERVES

Consolidated and Parent Entity

June 2023

June 2022

(a) Issued and Paid up Capital

Fully paid ordinary shares

187,460,439

168,492,222

172,303,933

110,818,345

(b) Movements in fully paid shares
on issue

Balance at the start of the year

172,303,933

110,818,345

122,702,514

60,061,746

Shares issued during the year:

Capital Raising

Capital Raising Costs

Listed options exercised

Unlisted options and performance
rights exercised

12,001,052

60,005,260

12,479,880

35,443,051

(2,846,848)

35,974,108

(1,215,556)

16,188,348

3,155,454

515,465

1,147,431

340,756

Balance at end of year

187,460,439

168,492,222

172,303,933

110,818,345

NOTE 10: CASH AND CASH EQUIVALENTS

Cash at Bank

Term Deposit (3 months)

Total

Reconciliation of cash

Cash at the end of the financial year as shown in the consolidated statement of cash
flows is reconciled to items in the balance sheet as follows:

Cash and cash equivalents

Consolidated 2023

Consolidated 2022

72,806,081

15,151,422

50,247,738

87,957,503

50,247,738

Consolidated 2023

Consolidated 2022

87,957,503

50,247,738

87,957,503

50,247,738

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202354

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 10: CASH AND CASH EQUIVALENTS continued

Reconciliation of cash flows from operating activities

Reconciliation of cash flows from operations with loss after income tax:

Loss for the year

Adjusted for – Non-cash items:

Amortisation

Depreciation

Share-based payments

Changes in assets and liabilities

Increase/(Decrease) in trade creditors and accruals

Decrease/(Increase) in other debtors

Cash flows used in operations

NOTE 11: INTEREST IN CONTROLLED ENTITIES

Note

Consolidated 2023

Consolidated 2022

(39,038,124)

(27,696,595)

229,403

79,187

156,588

15,977

10,582,276

11,090,487

2,858,821

5,020,097

666,738

(5,727,862)

(20,268,340)

(21,494,667)

The consolidated financial statements include the financial statements of Weebit Nano Ltd and the
subsidiaries listed in the following table:

Country of
Incorporation

Equity Interest
2023

% Investment
2023

Equity Interest
2022

% Investment
2022

Weebit Nano Ltd (Israel)

Weebit Nano SARL (France)*

Israel

France

100%

* held by Weebit Nano Ltd (Israel).

NOTE 12: RELATED PARTY TRANSACTIONS

Related party compensation and Equity Interests of Key Management Personnel Information on remuneration
of Directors and Key Management Personnel including details of shares and option holdings is contained in the
Remuneration Report within the Directors’ Report.

Other related party transactions

Weebit Nano had entered into agreements with Acclime Corporate Services Australia Pty Ltd, a company
associated with Non-Executive Director Mark Licciardo, for company secretarial services. The fees were set
at a rate which was an arms-length commercial rate for comparable services.

Fees for Company Secretarial work

The following balances are outstanding at the end of the reporting period in relation to transactions with related
parties:

Current payables

Consolidated
2023

60,876

12,600

No other related party transactions occurred during the year ending 30 June 2023 or the year ending
30 June 2022.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 13: SHARE BASED PAYMENTS

Share-based payment transactions

The Company completed the following share-based payment transactions during the year:

Date of
Grant

Grantee

Number of
Options

Exercise
Price

Vesting
Conditions

Expiry Date

Under-
lying Share
Price

Share
Price
Volatility

Risk Free
Interest
Rate

Fair
Value

Unlisted Options

25/05/2023 Advisor

200,000

5.43

25/05/2033

5.23

86.78%

3.44%

3.91

01/01/2023

Employees

1,329,000

01/01/2023

Advisor

01/01/2023

Employees

23/02/2023 Employees

16/11/2022

Chairman

16/11/2022

CEO

16/11/2022

Directors

22/03/2023 Employees

25/05/2023 Advisor

25/05/2023 Employees

10,000

65,000

70,000

400,000

480,000

260,000

10,000

140,000

187,000

60,000

Performance Rights

Nil

*, ***

01/01/2033

****

01/01/2033

23/02/2033

16/11/2032

16/11/203

22/03/2033

25/5/2033

3.48

6.59

3.29

5.54

5.35

3.48

6.59

3.29

5.54

5.35

* 25% shall vest upon the completion of the first 12-month period following the grant and then 6.25%
shall vest every 3 months thereafter.
** 25% shall vest each year, with the first tranche lock up for 12 months.
*** Out of which 400,000 performance rights granted to an employee are conditional upon milestone
achievement.
**** Out of which 180,000 performance rights for CEO and 100,000 performance rights for Chairman are
conditional upon milestone achievement.

Share based payments expenses

Research and Development Expense

Sales and Marketing Expense

General and Administrative Expense

Consolidated 2023

Consolidated 2022

4,559,905

1,084,774

4,937,597

5,364,153

761,577

4,964,757

Total Share Based Payments for the Period

10,582,276

11,090,487

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202356

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 13: SHARE BASED PAYMENTS continued

In addition to the options and performance rights detailed above, the options and performance rights
granted in a previous year which existed and vested during the year were:

Date Granted

Security Type

Expiry Date

Exercise
Price

Number of shares under
option

24-Dec-18

26-Sep-19

30-Jul-20

13-Sep-20

17-Sep-20

24-Nov-20

3-Feb-21

4-Feb-21

17-Mar-21

25-Mar-21

16-Jul-21

29-Sep-21

27-Jan-22

29-Sep-21

1-Dec-21

1-Jan-22

1-Feb-22

1-Apr-22

Unlisted Options

01-Jan-28

Unlisted Options

15-Feb-28

Unlisted Options

05-Mar-28

Unlisted Options

16-Oct-28

Unlisted Options

01-Oct-27

Performance Rights

29-Jan-28

Unlisted Options

14-Aug-29

Unlisted Options

14-Aug-29

Unlisted Options

14-Aug-29

Unlisted Options

16-Oct-29

Performance Rights

25-Sep-29

Performance Rights

25-Sep-29

Unlisted Options

26-Mar-30

Unlisted Options

25-Jun-30

Performance Rights

26-Mar-30

Unlisted Options

13-Sep-30

Unlisted Options

17-Sep-30

Unlisted Options

24-Nov-30

Performance Rights

3-Feb-31

Unlisted Options

4-Feb-31

Unlisted Options

17-Mar-31

Performance Rights

25-Mar-31

Unlisted Options

25-Mar-31

Unlisted Options

3-Jun-31

Performance Rights

29-Sep-25

Performance Rights

27-Jan-26

Unlisted Options

29-Sep-31

Unlisted Options

25-Oct-31

Unlisted Options

16-Nov-31

Unlisted Options

1-Dec-31

1-Jan-32

1-Feb-32

Unlisted Options

20-Feb-32

Unlisted Options

1-Apr-32

$1.44500

$1.56500

$1.27250

$0.84750

$0.43875

Nil

$0.4468

$0.74

$0.54

$0.39

Nil

A$0.2312

A$0.27

Nil

A$0.286

A$0.823

A$0.286

Nil

A$2.82

Nil

A$2.63

A$1.90

Nil

A$2.68

A$2.82

A$2.68

A$3.04

A$3.27

160,000

800,000

1,520,000

32,000

10,000

712,500

978,125

25,000

32,000

16,000

42,500

15,625

10,000

496,150

2,398,750

595,379

37,000

65,625

100,000

4,000

112,500

250,000

6,000

68,750

641,250

1,500,703

2,120,000

50,000

100,000

150,000

450,000

150,000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202357

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 13: SHARE BASED PAYMENTS continued

A summary of the movements of all Company options issued as share-based payments is as follows:

Outstanding at the beginning of the year

Granted

Forfeited

Exercised

Outstanding at year-end

2023 Number

Weighted Average Price

16,902,092

200,00

(92,250)

(2,967,217)

14,042,625

1.421

5.43

1.853

0.851

1.595

Included in the options granted are 150,000 options which have performance conditions. These options
have not yet been issued on the ASX as at 30 June 2023.

The outstanding options have a weighted average contractual life of 7.08 years (2022: 8.07 years)

A summary of the movements of all Company performance rights issued as share-based payments is as
follows:

Outstanding at the beginning of the year

Granted

Exercised

Forfeited

Expired

Outstanding at year-end

NOTE 14: AUDITORS’ REMUNERATION

Amounts received or due and receivable by Nexia Perth:

An audit and review of the financial report of the parent and any other entity in the Group

Other services in relation to the parent and any other entity in the Group

Amounts received or due and receivable by BDO Israel

*Audit and review of the subsidiaries Weebit Nano Ltd (Israel)

Other Services

Total

2023 Number

2022 Number

808,000

3,011,000

(602,250)

(62,500)

3,154,250

838,391

112,000

(27,000)

(115,391)

808,000

Consolidated 2023

Consolidated 2022

53,000

6,000

83,862

10,077

152,939

52,600

27,700

86,058

166,358

*The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Ltd (Israel) and
audit of tax return for Weebit Nano Ltd (Israel).

NOTE 15: FINANCIAL RISK MANAGEMENT

Risk management is carried out by the CEO.

Foreign Currency Risk
As a result of significant operations in Israel and France, the Group’s statement of financial position can be
affected significantly by movements in the NIS/USD, EURO/AUD and USD/AUD exchange rates. As at the
end of the reporting period, the Group’s exposure to foreign currency risk was considered immaterial by the
Company and therefore no sensitivity analysis has been disclosed.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202358

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 15: FINANCIAL RISK MANAGEMENT continued

The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an
operating entity in currencies other than the functional currency.

Price risk
The Group is not directly exposed to any price risk.

Interest rate risk
The Group’s cash balances are subject to changes in interest rates.

(a) Credit Risk
The Group has no significant concentrations of credit risk except cash at bank with various banks

(b) Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate working
capital is maintained for the coming months. Upcoming capital needs and the timing of raisings are
assessed by the Board at each Meeting of Directors.

The following are the contractual maturities of the financial liabilities, including estimated interest payments
and excluding the impact of netting arrangements:

Nature of financial liabilities

Carrying
Amount

Contractual
cash flows

< 1year

1 - 5 years

> 5 years

Trade and other payables

At 30 June 2023

At 30 June 2022

Lease liability

At 30 June 2023

At 30 June 2022

4,425,979

1,597,613

284,736

414,825

284,736

414,825

66,276

66,824

218,460

341,599

6,402

(c) Cash flow and Interest Rate Risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as
a result in changes in market interest rates and the effective weighted average interest rates on classes of
financial assets and financial liabilities, only cash is affected by interest rate risk as cash is the Group’s only
financial asset exposed to fluctuating interest rates.

In accordance with AASB 9 the following sensitivity analysis has been performed for the Group’s Interest
Rate risk:

Consolidated Risk Variable

Sensitivity

Effect On:
Profit 2023

Effect On:
Equity 2023

Effect On:
Profit 2022

Effect On:
Equity 2022

Interest Rate

-1%

879,575

502,477

(879,575)

(502,477)

* It is considered that 100 basis points is a ‘reasonably possible’ estimate of the sensitivity in the interest rate.

The fair values of all financial assets and liabilities of the Group approximate their carrying values.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Group’s capital includes ordinary share
capital and share options, supported by financial assets.

There were no changes in the Group’s approach to capital management during the year ended 30 June
2023. Neither the Company nor the Group are subject to externally imposed capital requirements.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202359

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2023

NOTE 16: SIGNIFICANT EVENTS AFTER THE BALANCE DATE

As announced on August 24, 2023, Ms. Naomi Simson will be appointed as an independent Non-executive
Director, effective September 1, 2023.

NOTE 17: COMMITMENTS

As at 30 June 2023, the Group had a total of ~$11 million commitments, all of which will be payable within 1
year.

NOTE 18: SEGMENT REPORTING

An operating segment is a component of an entity that engages in business activities from which it may
earn revenues and incur expenses (including revenues and expenses relating to transactions with other
components of the same entity), whose operating results are regularly reviewed by the entity’s chief
operating decision maker to make decisions about resources to be allocated to the segment and assess
its performance and for which discrete financial information is available. This includes start-up operations
which are yet to earn revenues. Management will also consider other factors in determining operating
segments such as the existence of a line manager and the level of segment information presented to the
Board of Directors.

During the year the Group has only operated in one segment and that was the development of the next
generation of Non-Volatile Memory using a Resistive RAM (ReRAM) technology based on fab-friendly
materials.

NOTE 19: PARENT COMPANY DISCLOSURES

Results of the parent entity

Loss for the year

Financial position of the parent entity at year end

Current assets

Non-Current Assets

Provision for non-recovery of loans

Total assets

Current liabilities

Total liabilities

Total equity of the parent entity comprising:

Share capital

Reserves

Accumulated losses

Total equity

Parent Entity Contingencies

2023

2022

(38,456,394)

(28,017,902)

84,500,170

64,755,445

(64,212,079)

85,043,536

248,041

168,492,222

34,264,321

(117,961,048)

84,795,495

47,072,574

44,043,892

(36,071,215)

55,045,251

49,514

110,818,346

23,682,045

(79,504,654)

54,995,737

The Directors are not aware of any contingent liabilities that may arise from the Company’s operations as at
30 June 2023 apart from as disclosed elsewhere in this report.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202360

DIRECTORS’ DECLARATION

In the Directors’ opinion:
a . The financial statements and notes set out on pages 39 to 59 and the Remuneration Report in the

Directors’ Report are in accordance with the Corporations Act 2001, including:

i. Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance,
as represented by the results of its operations, changes in equity and its cash flows, for the year ended
on that date; and

ii. Complying with Australian Accounting Standards, Corporations Regulations 2001 and other

mandatory professional reporting requirements.

b . There are reasonable grounds to believe that the Group will be able to pay its debts as and when they

become due and payable.

c. The financial statements and notes thereto are in accordance with International Financial Reporting

Standards issued by the International Accounting Standards Board.

This declaration is made after receiving the declarations required to be made to the Directors in accordance
with section 295A of the Corporations Act 2001 for the year ended 30 June 2023.

This declaration is made in accordance with a resolution of the Directors.

On behalf of the Board

David Perlmutter
Chairman

24 August 2023
Melbourne

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

INDEPENDENT AUDITOR’S REPORT

Independent Auditor’s Report to the Members of Weebit Nano Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Weebit Nano Limited (“the Company”) and its subsidiaries (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:

(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance

for the year then ended; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

INDEPENDENT AUDITOR’S REPORT

Key audit matter

Future Funding
(Refer to Note 2 Financial Position)

The Group’s primary activity is research and
development, which is funded through equity raising
as the Group does not yet have revenue generating
activities.

As disclosed in Note 2, the Group reported a net loss
for the period of $39,038,124 (2022: $27,696,595)
and a cash outflow from operating activities of
$20,268,340 (2022: $21,494,667). The Group had a
net working capital surplus of $84,315,004 (2022:
$54,605,575) including cash of $87,957,503 at 30
June 2023 (June 2022: $50,247,738). The loss
mainly reflects the research and development
activities of the Group.

The adequacy of funding and liquidity, as well as the
relevant impact on the going concern assessment, is
a key audit matter due to the significance of
management’s judgments and estimates in respect
of this assessment.

How our audit addressed the key audit
matter

Our procedures included, amongst others:
• Assessing the Group’s working capital position

as at 30 June 2023;

• Vouching the cash and cash equivalents to

supporting documentation;

• Checking the mathematical accuracy of the
cash analysis prepared by management;
• Evaluating the reliability and completeness of
management’s assumptions by comparing
them to our understanding of the Group’s
future plans and operating conditions;
• Obtaining an understanding of management’s
cash analysis and evaluating the sensitivity of
assumptions made by management; and
• Considering events subsequent to year end to
determine whether any additional facts or
information have become available since the
date on which management made its
assessment.

Other Information

The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 30 June 2023, but does not include the financial report and the
auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of the other
information we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors’ for the Financial Report

The directors of the Company are responsible for the preparation of the consolidated financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial report, the directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

INDEPENDENT AUDITOR’S REPORT

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

INDEPENDENT AUDITOR’S REPORT

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 20 to 26 of the Directors’ Report for the year
ended 30 June 2023.

In our opinion, the Remuneration Report of Weebit Nano Limited for the year ended 30 June 2023 complies
with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.

Nexia Perth Audit Services Pty Ltd

M. Janse Van Nieuwenhuizen
Director
Perth
24 August 2023

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023

ADDITIONAL
INFORMATION

Additional information required by the ASX Limited
Listing Rules not disclosed elsewhere in this Annual
Report is set out below. This information is dated as
at 3 August 2023.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202366

ADDITIONAL INFORMATION

CAPITAL

a . Ordinary Share Capital

187,460,439 ordinary fully paid shares. All ordinary shares carry one vote per share.

b . Unlisted Options over Unissued Shares

13,814,107 unlisted options.

Number

160,000

800,000

1,520,000

10,000

712,500

978,125

25,000

42,500

15,625

496,150

2,398,750

595,379

65,625

100,000

112,500

250,000

641,250

1,500,703

2,120,000

50,000

100,000

150,000

450,000

150,000

Exercise Price

$1.45

$1.57

$1.27

$0.85

$0.44

$0.45

$0.74

$0.54

$0.39

A$0.2312

A$0.27

A$0.286

A$0.823

A$0.286

A$2.82

A$2.63

A$1.90

A$2.68

A$2.82

A$2.68

A$3.04

A$3.27

Expiry Date

1-Jan-28

15-Feb-28

5-Mar-28

16-Oct-28

1-Oct-27

14-Aug-29

16-Oct-29

26-Mar-30

25-Jun-30

13-Sep-30

17-Sep-30

24-Nov-30

4-Feb-31

17-Mar-31

25-Mar-31

3-Jun-31

29-Sep-31

25-Oct-31

16-Nov-31

1-Dec-25

1-Dec-31

1-Jan-32

1-Feb-32

20-Feb-32

1-Apr-32

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202367

ADDITIONAL INFORMATION

CAPITAL continued

c. Performance Rights
d . 2,367,250 Performance Rights with an exercise price of $NIL.

Number

32,000

16,000

10,000

37,000

4,000

6,000

68,750

1,080,000

1,001,500

70,000

10,000

Expiry Date

29-Jan-28

25-Sep-29

14-Aug-29

26-Mar-30

3-Feb-31

25-Mar-31

29-Sep-25

27-Jan-26

1-Oct-26

31-Dec-32

23-Feb-33

22-Mar-33

TOP 20 SHAREHOLDERS AS AT 3 AUGUST 2023

Rank

Name

Number of Ordinary
Shares Held

% of Issued Capital

J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

CITICORP NOMINEES PTY LIMITED

BNP PARIBAS NOMINEES PTY LTD

BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM

ARVADA PTY LTD

BNP PARIBAS NOMS PTY LTD

BEARAY PTY LIMITED

ARVADA PTY LTD

KETOM PTY LTD

IBI TRUST MANAGEMENT

DR SHAYNE ANDREW HATELEY

DROXFORD INTERNATIONAL LIMITED

SILVER HORIZON PTY LTD

MR ERIC MARK CASPARY

MR DAVID DEWAR JOHNSON + MRS LUCY JULIA JOHNSON

MR DAVID ELIMELECH PERLMUTTER

NETWEALTH INVESTMENTS LIMITED

MR ELI STAUB

Top 20 holders of ORDINARY FULLY PAID SHARES (Total)

Total Remaining Holders Balance

10,618,439

10,578,049

5,044,347

2,761,802

2,201,249

2,170,000

2,065,040

1,650,827

1,600,000

1,234,462

1,153,500

1,086,000

1,044,000

1,029,150

960,505

934,500

915,980

842,000

810,000

50,299,850

137,160,589

5.66

5.64

2.69

1.47

1.17

1.16

1.10

0.88

0.85

0.66

0.62

0.58

0.56

0.55

0.51

0.50

0.49

0.45

0.43

26.83

73.17

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 202368

ADDITIONAL INFORMATION

DISTRIBUTION OF SHAREHOLDERS AS AT 3 AUGUST 2023

Range

Total Holders

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 Over

Total

Unmarketable Parcels

5,713

4,368

1,279

1,870

285

13,515

Units

2,554,617

10,869,766

9,498,647

55,218,814

109,318,595

187,460,439

% Unit

1.36

5.80

5.07

29.46

58.32

100.00

Minimum Parcel Size

Holders

Units

Minimum $ 500.00 parcels
at $ 5.4800 per unit

There is no current on-market buy-back.

416

18,171

SUBSTANTIAL SHAREHOLDERS AS AT 3 AUGUST 2023

There are no substantial shareholders of the Company as at 3 August 2023.

RESTRICTED SECURITIES

The Company has no shares subject to voluntary escrow as at 3 August 2023.

PRINCIPAL REGISTERED OFFICE

As disclosed in the Corporate directory on page 5 of this Annual Report.

REGISTERS OF SECURITIES

As disclosed in the Corporate directory on page 5 of this Annual Report.

STOCK EXCHANGE LISTING

Quotation has been granted for all the ordinary shares of the Company on the Australian Securities
Exchange, as disclosed in the Corporate directory on page 5 of this Annual Report.

USE OF FUNDS

The Company has used its funds in accordance with its initial business objectives.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended June 30, 2023Embedded ReRAM IP
for a broad range of
System on Chip (SoC)
applications

Weebit Nano Limited
ACN: 146 455 576
+61 3 8689 9997
www.weebit-nano.com

C/- Acclime Corporate Services Australia Pty Ltd
Level 7
330 Collins Street
Melbourne VIC 3000