CONICO LTD — AGM Information 2016

Oct 5, 2016

CONICO LTD ACN 119 057 457

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

8 NOVEMBER 2016 COMMENCING AT 9:30 AM

AT

Level 15 197 St Georges Terrace, Perth WESTERN AUSTRALIA

CONICO LTD

(ACN 119 057 457)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Conico Ltd (the Company ) will be held at Level 15, 197 St Georges Terrace, Perth on Tuesday the 8[th] of November 2016 at 9:30am.

AGENDA

1. Annual Reports

To table the Annual Financial Report for the financial year ended 30 June 2016 and the Director’s Report and Auditor’s Report for that financial year.

2. Resolution 1 – Adoption of Remuneration Report

To consider, and if thought fit pass, with or without amendment, the following Resolution as a non-binding resolution:

“That for the purposes of section 250R(2) of the Corporations Act 2001 (“the Act”) and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the Annual Financial Report”.

Short Explanation: In accordance with section 249L(2) of the Act, a resolution that the Remuneration Report be adopted must be put to the vote. The effect of section 250R(3) of the Act is that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Company will disregard any votes cast on this Resolution 1 by the members of the Company’s key management personnel, details of whose remuneration is included in the Remuneration Report and their respective associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

3. Resolution 2 – Election of Director

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution :

“That Mr Douglas Solomon being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

The Board of Directors recommends that shareholders vote in favour of this Resolution.

4. Resolution 3 – Election of Director

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution :

“That Mr James Richardson being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

The Board of Directors recommends that shareholders vote in favour of this Resolution.

5. Resolution 4 – Approval of the Company’s Employee Share Option Plan

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution :

"That, for the purposes of Exception 9 of Listing Rule 7.2 and for all other purposes, the issue of options under the Company’s Employee Share Option Plan (the ESOP ) is approved.”

The Company will disregard any votes cast on this Resolution 4 by the Directors of the Company (except Directors who are ineligible to participate in the ESOP) and their respective associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

6. Resolution 5 – Ratification and Approval of Issue of Shares and Options by Directors

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue to twelve investors to whom a disclosure document was not required to be provided by virtue of s.708(1), s.708(8) or s.708(11) of the Act on 14 June 2016 of:

• (a) 24,000,000 ordinary fully paid shares in the Company ( Shares ) at an issue price of $0.025 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $600,000 (before the expenses of the issue); and

• (b) 12,000,000 free attaching Options each to acquire one Share at an exercise price of $0.03 at any time before 30 November 2019 ( 30/11/19 Options ).”

The Company will disregard any votes cast on this Resolution 5 by the investors who participated in the placement the subject of this Resolution 5 and any associates of any of these investors. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

7. Resolution 6 – Amendment to constitution – Deemed service of notice

To consider, and if thought fit pass, with or without amendment, the following Resolution as a special resolution

“That, for the purposes of s.136(2) of the Act and for all other purposes, that paragraph 19.2 of the Company’s constitution be modified by deleting “three (3) days” and inserting in lieu thereof, “on the next day””.

The Board of Directors recommends that shareholders vote in favour of this Resolution.

8. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

PROXIES

In accordance with section 249L of the Act, shareholders are advised each shareholder has a right to appoint a proxy, the proxy need not be a shareholder of the Company, and a shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments: By hand delivery to the Registered Office:

Level 15, 197 St Georges Terrace, Perth, Western Australia 6000

By Post to PO Box 7055, Cloisters Square, Perth, Western Australia 6850

By facsimile to: (08) 9282 5866

Each shareholder entitled to vote at the Annual General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the Annual General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions. If a shareholder does not mark any of the 'For', 'Against' or 'Abstain' boxes on the proxy form for Resolution 1 (Adoption of Remuneration Report), that shareholder will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of such resolution).

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 6 November 2016 will be entitled to attend and vote at the Annual General Meeting.

Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates Company Secretary Dated this 4[th] day of October 2016

CONICO LTD

(ACN 119 057 457)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

This Explanatory Statement is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1 – RECEIVE AND CONSIDER THE ANNUAL REPORTS

The first agenda item is to receive and consider the Annual Financial Report, Director’s Report and Auditor’s Report for the Company for the financial year ended 30 June 2016. No Resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company’s Directors and auditors in relation to the Company’s results and operations for the financial year.

2 – REMUNERATION REPORT

The Annual Financial Report for the financial year ended 30 June 2016 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 249L(2) of the Act, a resolution that a Remuneration Report be adopted must be put to the vote. However, pursuant to section 250R(3) of the Act, the vote on the Resolution is advisory only and will not require the Directors or the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

Where the Chairman is appointed as proxy for a shareholder to vote on this resolution and is not expressly directed by such shareholder to vote 'For' or 'Against' this resolution, or to 'Abstain' from voting on this resolution, the Chairman intends to vote in favour of this resolution.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution 1 by the members of the Company’s key management personnel, details of whose remuneration is included in the Remuneration Report and their respective associates. However, the Company need not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

3 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr Douglas H Solomon retires by rotation and, being eligible, offers himself for reelection as a Director of the Company.

Mr Solomon has been a Board member since 3 April 2007. A Barrister and Solicitor with more than 30 years’ experience in the areas of mining, corporate, commercial and property law. He is a partner in the legal firm, Solomon Brothers. He is also a nonexecutive director of Tasman Resources Ltd and Eden Energy Ltd.

The Board recommends that shareholders vote in favour of this Resolution.

4 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr James B Richardson retires by rotation and, being eligible, offers himself for reelection as a Director of the Company.

Mr James B Richardson has been a Board member since November 2008. Mr Richardson is currently a director of RM Capital Pty Ltd. He has been actively involved in a range of corporate activities, including the development, documentation, negotiation and marketing of a number of successful financial instruments for various companies encompassing various sectors of the investment market. His experience includes complex negotiations between various government departments, both domestic and international.

The Board recommends that shareholders vote in favour of this Resolution.

5 – APPROVAL OF THE COMPANY’S EMPLOYEE SHARE OPTION PLAN

In 2007, the Company’s ESOP was established to allow the Company’s employees to participate in the ownership of the Company and to provide employees with both short and long term incentives to achieve growth in shareholder wealth.

Listing Rule 7.1 prohibits an entity from issuing or agreeing to issue equity securities in any 12-month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities.

However, Listing Rule 7.2 provides that Listing Rule 7.1 does not apply in relation to, among other things, an issue under an employee incentive scheme if within 3 years before the date of the issue the holders of the entity’s ordinary securities approve the issue of securities under the scheme as an exception to Listing Rule 7.1.

The Listing Rules define “employee incentive scheme” to include a scheme for the issue or acquisition of equity securities in an entity to be held by, or for the benefit of, participating employees or non-executive directors of the entity or a related entity. Under the Listing Rules, equity securities include options over issued or unissued shares in an entity. The ESOP is therefore an employee incentive scheme for the purposes of the Listing Rules.

As at the date of the Notice, no Options have been issued under the ESOP since the date of the last approval.

If this Resolution is passed, Options issued under the ESOP during the next 3 years will be excluded in determining the 15% limit under Listing Rule 7.1. This would assist the Company by providing additional fundraising flexibility.

The following information is provided for the purposes of Listing Rule 7.2 Exception 9(b):

1. A summary of the terms of the ESOP is set out in Schedule 1.

2. The number of Options issued under the ESOP since the date of the last approval is zero.

3. The Company will disregard any votes cast on this Resolution 4 by the Directors of the Company (except Directors who are ineligible to participate in the ESOP) and their respective associates. However, the Company need not disregard a vote if:

4. (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

5. (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

The Board recommends that shareholders vote in favour of this Resolution.

6. RATIFICATION OF ISSUE OF SHARES AND OPTIONS BY DIRECTORS

Resolution 5 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue to twelve (12) investors to whom a disclosure document was not required to be provided by virtue of s.708(1), s.708(8) or s.708(11) of the Act, on 14 June 2016, of:

• (a) 24,000,000 Shares at an issue price of $0.025 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $600,000 (less the expenses of the issue); and

• (b) 12,000,000 free attaching 30/11/19 Options (each to acquire one Share at an exercise price of $0.03 at any time before 30 November 2019). The terms and conditions of these options are in Schedule 2.

In relation to paragraph (b) above, each participant in this placement was issued with one free attaching 30/11/19 Option for every two Shares subscribed for by them. This placement was made without disclosure in accordance with the exemptions in s.708(1), s.708(8) and s.708(11) of the Act. A commission of 6% was payable to RM Corporate Finance Pty Ltd in respect of the funds raised under this placement by RM Corporate Finance Pty Ltd.

The 24,000,000 Shares and 12,000,000 30/11/19 Options were issued by the Company under the 15% placement rule in ASX Listing Rule 7.1.

Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary securities subsequently approve it.

Equity securities issued with the approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 are not then required to be included in the 15% limit imposed by Listing Rule 7.1. Accordingly, if this Resolution 5 is passed, the Company’s 15% placement capacity will be reinstated to the extent of the equity securities the subject of this Resolution 5.

The Company’s total issued capital immediately prior to the issue of these 24,000,000 Shares and 12,000,000 30/11/19 Options on 14 June 2016 was as follows:

The Company’s total issued capital immediately prior to the 14 June 2016 was as follows:	issue of these 24,000,000 Shares and 12,000,000 30/11/19
Class	Number
Shares	271,243,387
31/12/16 Options	5,501,000
30/11/19 Options	52,626,000 (1)

(1) On 22 July 2016, 500,000 30/11/2016 Options were exercised and 500,000 Shares were issued.

The issue of these 24,000,000 Shares and 12,000,000 30/11/19 Options represented (in the aggregate) 13.27% of the Company’s then issued Share capital (of 271,243,387 Shares), and represents 12.17% of the Company’s issued Share capital as at the date of this Notice (of 295,743,387 Shares).

The Company seeks shareholder approval and ratification to the issue of the 24,000,000 Shares and 12,000,000 30/11/19 Options to the twelve (12) investors pursuant to Listing Rules 7.1 and 7.4.

The following information is provided in accordance with Listing Rule 7.5:

1. 24,000,000 Shares and 12,000,000 30/11/19 Options were issued by the Company to twelve (12) investors on 14 June 2016.

2. The Shares were issued at an issue price of $0.025 per Share, raising $600,000 less the expenses of the issue. The 30/11/19 Options were issued free of charge.

3. The Shares were issued on the same terms as, and rank pari passu with, the existing issued Shares of the Company and are quoted on the ASX (ASX Code: CNJ). The Options were issued on the same terms as, and rank pari passu with, the existing issued 30/11/19 Options of the Company.

4. The Shares and Options were all issued to investors to whom a disclosure document was not required to be provided by virtue of s.708(1), s.708(8) or s.708(11) of the Act. The recipients of the Shares and 30/11/2019 Options are not related parties of the Company.

5. $600,000 (less the expenses of the issue) was raised from the issue of the Shares, which has been applied to the Company’s ongoing working capital requirements. Any funds which are raised from the exercise of the 30/11/19 Options will also be applied for the same purpose.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution 5 by the investors who participated in the placement the subject of this Resolution 5 and any associate of any of these recipients. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

7 – AMENDMENT TO CONSTITUTION – DEEMED SERVICE OF NOTICE

Paragraph 19.2 of the Company’s constitution currently provides as follows:

“If a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and the notice is deemed to have been served three (3) days after the date of its posting.”

The Board has resolved to seek Shareholder approval to change the Company’s constitution so that deemed service of a notice will occur on the next day after the date of posting .

As detailed in Resolution 6 of the Notice of Meeting, if this resolution is passed paragraph 19.2 of the Company’s constitution will be amended by deleting “three (3) days” and inserting in lieu thereof, “on the next day””. By s.136(2) of the Act a special resolution is required to be passed in order for the Company to modify its Constitution.

GLOSSARY OF TERMS

In this Explanatory Statement and accompanying Notice of Meeting the following words and expressions have the following meanings:

“30/11/19 Options” means an unlisted option, to acquire a Share at an exercise price of 3 cents to be exercisable at any time on or before 30 November 2019;

“30/12/16 Options” means an unlisted option, to acquire a Share at an exercise price of 8 cents to be exercisable at any time on or before 31 December 2016;

" Act " means Corporations Act 2001 (Cth);

“ASIC” means Australian Securities and Investments Commission;

" ASX " means ASX Limited (ACN 008 624 691);

" Board " means the board of Directors of the Company;

" Company " or " Conico " means Conico Ltd (ACN 119 057 457);

" Director " means a director of the Company;

“ESOP” means the Company’s employee share option plan, a summary of the terms of which is set out Schedule 1.

" Explanatory Statement " means the information attached to the Notice of Meeting which provides information to shareholders about the Resolutions contained in the Notice of Meeting;

“Listing Rules” means the ASX Listing Rules and “Listing Rule” has a corresponding meaning;

" Notice " or " Notice of Meeting " means the notice of meeting which accompanies this Explanatory Statement;

“Share” means an ordinary fully paid share in the Company (ASX Code: CNJ);

“Shareholders” means the shareholders of the Company; and

unless the contrary intention appears, terms defined in the Notice of Meeting have the same meaning in this Explanatory Statement.

SCHEDULE 1

SUMMARY OF TERMS OF ESOP

1. The Board may offer free Options to full or part time employees or a director or officer of the Company or of associated bodies corporate of the Company who is determined by the Board to be an Eligible Employee for the purposes of the Plan or any other person who is declared by the Board to be an Eligible Employee for the purposes of the Plan. ( Eligible Employees ).

2. In accordance with Listing Rule 10.14, Options under the ESOP can only be issued to Directors, and/or associates of the Directors, with the approval of the holders of ordinary securities by a resolution passed at a general meeting.

3. There is no issue price for the Options. The exercise price for the Options will be: 3.1 20 cents or 3.2 any greater price determined by the Board at the date the Board approves the issue of the Options to the Eligible Employee under the ESOP (the Date of Issue ).

4. Shares issued on exercise of Options will rank equally with other Shares of the Company.

5. Options may not be transferred without the approval of the Board. Quotation of Options on ASX will not be sought. However, the Company will apply to ASX for official quotation of the Shares issued on the exercise of the Options.

6. The Board may not offer Options under the ESOP if the grant of the Options would result in the total number of Shares in respect of which Options have been granted but not yet exercised, and which have been issued to participants on the exercise of Options granted, in accordance with the ESOP or any other employee incentive scheme in the preceding 5 years (in each case, disregarding any Shares issued or transferred as a result of an excluded offer or invitation within s.708 of the Act), exceeding 5% of the total number of issued Shares as at the date of the offer.

7. Options may only be issued or exercised within the limitations imposed by the Act and the Listing Rules.

8. Options may be issued which impose conditions that will result in the Options lapsing if those conditions are satisfied, impose dates (called vesting dates) which must be reached before an Option is capable of exercise, and may be issued with restrictions on the disposal of Shares acquired by an option holder as a result of the exercise of the Options.

9. Subject to the paragraphs below, Options must be exercised in the period determined by the Board at the Date of Issue ( Exercise Period ).

10. If an Eligible Employee’s employment with the Company ceases due to his or her resignation, all Options (except those which have not vested) may be exercised within 30 days thereafter, after which period they will lapse.

11. If an Eligible Employee’s employment with the Company ceases because of retirement at or after 60 years of age, permanent disablement, retrenchment, death or any other circumstances approved by the Board, all Options may be exercised within 30 days. If not exercised in that time, the Options lapse, unless the Board determines otherwise.

12. If an Eligible Employee’s employment with the Company ceases due to his or her death, all Options may be exercised within 3 months thereafter, after which period they will lapse, unless the Board determines otherwise.

13. If an Eligible Employee leaves the employment of the Company or of a related body corporate of the Company for any reason other than those contemplated in paragraphs 10,11 or 12 above, the Options lapse, unless the Board determines otherwise.

14. If any Eligible Employee acts fraudulently, dishonestly or in breach of obligations to the Company or any subsidiary then, at the Board’s discretion, Options issued to that person will lapse.

15. Options will automatically lapse at the expiration of the Exercise Period. 16. The holders of Options will only participate in new issues, including bonus issues, if they have exercised the Options at that time and provided such exercise is permitted by the terms of the Option.

16. If the Company makes a bonus issue of securities to ordinary shareholders, each unexercised Option will, on exercise, entitle its holder to receive additional Shares.

17. If the Company makes a pro rata rights issue of ordinary Shares for cash to its ordinary shareholders, then there is provision for adjustment of the exercise price of unexercised Options to reflect the diluting effect of the issue.

18. In the event of any reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of the issued capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

19. The Board may determine within 7 days of the exercise of an Option not to allot or issue Shares under the Option but to refund the tendered exercise price for the Option and either to pay to the Option holder an amount equal to the difference between the market price of the shares as at the date of exercise and the exercise price of the Option, or issue that number of Shares having a market value at the date of exercise of the Option equal to the difference between the market price of the shares as at the date of exercise and the exercise price for the Option.

20. Subject to the Listing Rules the Board may from time to time amend, vary or supplement the rules of the ESOP by resolution of the Board without the consent of any Eligible Employee or participant. Any amendment to the rules will apply to all Options granted under the rules which have not yet been exercised. No variation of the ESOP will be effective unless and until all applicable requirements of the Act and the Listing Rules in relation to that variation have been fully complied with by the Company.

SCHEDULE 2

TERMS AND CONDITIONS OF 30 NOVEMBER 2019 OPTIONS

• (1) The Options are exercisable at any time prior to 5.00pm WST 30 November 2019 ("the Time of Expiry"). Options not exercised on or before the Time of Expiry will automatically lapse.

• (2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.

• (3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option of $0.03.

• (4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.

• (5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.

• (6) Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.

• (7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.

• (8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.

• (9) The Options may be transferred at any time prior to the Time of Expiry.

• (10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

CONICO LTD (ACN 119 057 457)

PROXY FORM ANNUAL GENERAL MEETING

The Company Secretary Conico Ltd Level 15, 197 St Georges Terrace Perth WA 6000

Fax +61 08 9282 5866

Shareholder Name Shareholder Address

Share Registry Website: www.advancedshare.com.au

I/We being a member/members of Conico Ltd entitled to attend and vote at the meeting, hereby Appoint Name of proxy

or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman’s nominee, to vote in respect of ____% of my/our voting rights in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the Annual General Meeting of the company, to be held on Tuesday the 8[th] of November 2016 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

FOR AGAINST ABSTAIN

Ordinary Resolutions:

1. Approval of Remuneration Report

2. Re-election of Mr Douglas Solomon as a Director of the Company

3. Re-election of Mr James Richardson as a Director of the Company

4. Approval of the Company’s Employee Share Option Plan

5. Ratification and Approval of Issue of Shares and Options by Directors

Special Resolution:

1. Amendment to constitution – Deemed service of notice

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.

In the case of Resolution 1 (Approval of Remuneration Report), if you do not mark one of the 'For', 'Against' or 'Abstain' boxes, you will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of Resolution 1).

Signed this day of 2016

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

The Chairman intends to vote undirected proxies in favour of each item of business. If you do not wish to direct your proxy how to vote please place a mark in the box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. Notes:

1. To be effective, this proxy and the power of attorney (if any) under which it is signed must be received at the Registered Office of the company, Level 15, 197 St Georges Terrace, Perth, WA 6000 not less than 48 hours before the time for holding the meeting, or any adjournment thereof.

2. If the member is a corporation, the form of proxy should be signed under seal if appropriate.

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed either in accordance with the Constitution of the company or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by all of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting, that is by 9:30am WST on 6 November 2016, by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

9. (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and

10. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, or acts as proxy for any other shareholder, the proxy can cast any votes the proxy holds as a shareholder or as proxy for any other shareholder in any way that the proxy, or that other shareholder, sees fit.

1. The Chairperson intends to vote in favour of all resolutions set out in the Notice of Annual General Meeting.