CONNEXION MOBILITY LTD — AGM Information 2016

Oct 27, 2016

ABN 68 004 240 313

CONNEXION MEDIA LIMITED

NOTICE OF ANNUAL GENERAL MEETING

&

EXPLANATORY STATEMENT

For the Annual General Meeting to be held:

at 9 am

on 30 November 2016

at Level 3, 600 St Kilda Road, Melbourne VIC 3004

In this document you will find:

1. Notice of Meeting.

2. An Explanatory Statement containing an explanation of, and information about, the proposed resolutions to be considered at the Annual General Meeting.

3. Proxy Form.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Connexion Media Limited ( Company ) will be held at 9am on Wednesday, 30 November 2016 at Level 3, 600 St Kilda Road, Melbourne VIC 3004 .

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1 Discussion of Annual Report

To consider the Annual Report, Financial Statements, and the reports of the directors and the Auditor for the year ended 30 June 2016.

Note : There is no requirement for shareholders to approve these reports and financial statements.

2 Resolution 1: Adoption of Remuneration Report

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

“That for the purposes of section 250R(2) of the Corporations Act, the remuneration report (which forms part of the Directors' report for the year ended 30 June 2016) is adopted”.

Note: Although section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors, there are potentially serious consequences associated with a "No" vote greater than 25%. Please see section 2 of the Explanatory Statement for details.

Voting Exclusion: A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the key management personnel, details of whose remuneration are included in the remuneration report; or

• (b) a closely related party of such a member.

However, a person described above may cast a vote on Resolution 1 if:

• (a) the voter is appointed as proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity.

3 Resolution 2: Re-election of John Dimitropoulos

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

“That, for the purpose of clause 5.2(a)(ii) of the Constitution and for all other purposes, John Dimitropoulos, a Director who was appointed on 3 March 2016, retires, and being eligible, is re-elected as a Director.”

4 Resolution 3: Re-election of John Conomos

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

“That, for the purpose of clause 5.3(c)(i) of the Constitution and for all other purposes, Mr John Conomos, retires, and being eligible, is re-elected as a Director.”

5 Resolution 4: Approval for additional capacity to issue equity securities

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

“That approval is given to the Company to have the additional capacity to issue equity securities under Listing Rule 7.1A.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue of securities and any person who might obtain a benefit (other than a benefit solely in the capacity of an ordinary security holder) from the passing of the Resolution and any associates of those persons, except where the votes are cast: (a) by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6 Resolution 5: Issue of Performance Rights to Eric Jiang

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 6,000,000 Performance Rights to Eric Jiang (or his nominee) on the terms and conditions set out in in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Eric Jiang and any of his associates, except where the votes are cast: (a) by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7 Resolution 6: Issue of Performance Rights to George Parthimos

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 9,000,000 Performance Rights to George Parthimos (or his nominee) on the terms and conditions set out in in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by George Parthimos and any of his associates, except where the votes are cast: (a) by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8 Resolution 7: Issue of Shares to John Conomos

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 250,000 Shares to John Conomos (or his nominee) on the terms and conditions set out in in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by John Conomos or his associates, except where the votes are cast: (a) by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9 Resolution 8: Issue of Shares to John Dimitropoulos

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 250,000 Shares to John Dimitropoulos (or his nominee) on the terms and conditions set out in in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by John Dimitropoulos or his associates, except where the votes are cast: (a) by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

==> picture [72 x 30] intentionally omitted <==

George Karafotias Company Secretary

Date: 28 October 2016

PROCEDURAL NOTES

These notes form part of the Notice of Meeting.

• 1 Determination of Shareholders’ Right to Vote

• In accordance with regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that for the purposes of the meeting, a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Company's share register as at 7.00pm on Monday, 28 November 2016.

2

Appointment of Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. You may appoint the Chair of the meeting or someone else.

Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder; and

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then each proxy may exercise one-half of the votes.

An appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (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;

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• If:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Shareholders;

• (b) the appointed proxy is not the Chair of the meeting;

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3 Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

4 Incorporation of Explanatory Statement

The Explanatory Statement attached to this Notice of Meeting, is hereby incorporated into and forms part of this Notice of Meeting.

5 Questions from Shareholders

At the Annual General Meeting, the Chair will allow a reasonable opportunity for Shareholders to ask questions in relation to the Resolutions to be put to the meeting.

In addition, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.

Nicholas Benbow of William Buck Corporate Finance Pty Ltd as the Auditor responsible for preparing the Auditor's report for the year ended 30 June 2016 (or his representative) will attend the Annual General Meeting. The Chair will also allow a reasonable opportunity for Shareholders to ask the Auditor questions about:

• (a) the conduct of the audit;

• (b) the preparation and content of the Auditor's report;

• (c) the accounting policies adopted by the Company in relation to the preparation of financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

EXPLANATORY STATEMENT

This information forms part of the Notice of Meeting. The main purpose of this Explanatory Statement is to provide Shareholders with information concerning the Resolutions.

The Explanatory Statement and all attachments are important documents. They should be read carefully. The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1 Financial report and the reports of the Directors and Auditor

The Corporations Act requires the financial report and the reports of the Directors and Auditor to be laid before the Annual General Meeting. Shareholders will be given a reasonable opportunity to raise questions on all these reports at the meeting.

2 Resolution 1: Remuneration Report

2.1 Background

The Annual Report for the year ended 30 June 2016 contains a remuneration report (refer to pages 10 to 16 (inclusive) of the Annual Report) ( Remuneration Report ) which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for Directors.

The Corporations Act (under section 250R) requires the agenda for an annual general meeting to include a resolution for the adoption of the Remuneration Report.

The Remuneration Report:

• (a) describes the policy behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of employees and the Company’s performance;

• (b) sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and

• (c) explains the differences between the basis for remunerating Non-Executive Directors and executives of the Company.

A reasonable opportunity for discussion of the Remuneration Report will be provided at the meeting.

The vote on the resolution is advisory only and is not binding on the Directors or the Company. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “ spill resolution ”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for re-election.

At the 2015 AGM, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.2 Recommendation

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of Resolution 1.

The Chair will be casting undirected proxy votes held by him in favour of Resolution 1, except for any proxies, undirected or otherwise, from key management personnel which are restricted.

• 3.1 Background

3 Resolution 2: Re-election of John Dimitropoulos

Clause 5.2(a)(i) of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

John Dimitropoulos was appointed to the Board on 3 March 2016 and as such retires in accordance with clause 5.2(a)(ii) of the Constitution and being eligible seeks re-election.

3.2 John Dimitropoulos

John has in excess of 25 years’ experience in the Technology, Media and Telecoms sector, specialising in Corporate Strategy and Development, particularly in digital media, digital music and telecoms.

John is a non-executive Director.

3.3 Recommendation

The remainder of the Board supports the re-election of John.

The Directors of the Company (other than John) unanimously recommend to all Shareholders that they vote in favour of this Resolution.

The Chair will be casting undirected proxy votes held by him in favour of this Resolution.

4 Resolution 3: Re-election of John Conomos

4.1 Background

Pursuant to the Listing Rules and the Constitution:

• (a) a Director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is the longer;

• (b) one third of the Directors must retire from office at each annual general meeting; and

• (c) there must be an election of Directors at each annual general meeting.

Any Director who retires is eligible for re-election.

John Conomos retires by rotation and seeks re-election at this annual general meeting.

4.2 John Conomos

John has a 40 year history with the automotive industry and was appointed President of the Federal Chamber of Automotive Industries in March 2006. Previously, John had been FCAI Treasurer from 1994 and was granted Life Membership of the Federal Chamber in 1995. He has also served as President of the Chamber of Automotive Industries, NSW.

He was Executive Chairman of Toyota Australia and Managing Officer of Toyota Motor Corporation from 2004 to 2006. In 2006 he became Chairman Emeritus and Principal Policy Advisor to Toyota Australia. Mr Conomos was also on the Board of Toyota Financial Services, and Toyota New Zealand.

John was awarded the Order of Australia in the Queen’s Birthday Honours List in June 2005.

John is the non-executive Chairman of the Company.

4.3 Recommendation

The remainder of the Board supports the re-election of John.

The Directors of the Company (other than John) unanimously recommend to all Shareholders that they vote in favour of this Resolution.

The Chair will be casting undirected proxy votes held by him in favour of this Resolution.

5 Resolution 4: Approval for additional capacity to issue securities

5.1 Background

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. This is known as the 15% annual placement capacity.

An Eligible Entity may seek the approval of the holders of ordinary shares by special resolution passed at an annual general meeting to have the additional capacity to issue equity securities under Listing Rule 7.1A. This is known as the additional 10% placement capacity.

The Company is an Eligible Entity and is seeking shareholder approval to have the additional 10% placement capacity.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

• 5.2 Listing Rule 7.1A

Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The number of Equity Securities that an Eligible Entity can issue or agree to issue under Listing Rule 7.1A during any 12 month period must not exceed 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Equity Securities issued under Listing Rule 7.1A must be an existing class of quoted equity securities and the issue price must be no less than 75% of the VWAP for securities of that class.

Shareholder approval under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier of:

• (a) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (b) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 12.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

5.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to Resolution 4:

• (a) Minimum Price: The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• the date on which the price at which the Equity Securities are to be issued is agreed; or

• if the Equity Securities are not issued within 5 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.

(b) Risk of Economic and Voting Dilution: If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the additional 10% placement capacity, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a chance that:

• the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice of Meeting.

The table also shows:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Number of shares on issue (Variable “A” in ListingRule 7.1A)		Dilution
	Issue Price (per Share)	$0.055 50% decrease in share price	$0.110 Current share price	$0.220 100% increase in share price
101,929,174	10% Voting Dilution	10,192,917 Shares	10,192,917 Shares	10,192,917 Shares
(current)	Funds raised	$560,610.44	$1,121,220.87	$2,242,441.74
152,893,761	10% Voting **Dilution **	15,289,376 Shares	15,289,376 Shares	15,289,376 Shares
(50% increase)	Funds raised	$840,915.68	$1,681,831.36	$3,363,662.72
203,858,348 Shares	10% Voting **Dilution **	20,385,834 Shares	20,385,834 Shares	20,385,834 Shares
(100% increase)	Funds raised	$1,121,220.87	$2,242,441.74	$4,484,883.48

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the additional 10% placement capacity.

• No options (including any options issued under the additional 10% placement capacity) are exercised into Shares before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the additional 10% placement capacity, based on that Shareholder’s holding at the date of the Meeting.

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% annual placement capacity under Listing Rule 7.1.

• The issue of Equity Securities under the additional 10% placement capacity consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

• The issue price is $0.110, being the closing price of the Shares on ASX on 12 October 2016.

• (c) Date of issue: The Company will only issue and allot the Equity Securities during the 10% Placement Period.

• (d) Purpose of issue: The Company may seek to issue the Equity Securities for the following purposes:

• non-cash consideration for the acquisition of businesses or technology. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• cash consideration. In such circumstances, the Company intends to use the funds raised towards new projects and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (e) Allocation Policy: The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the additional 10% placement capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• the methods of raising funds that are available in the Company, including but not limited to, rights issue or other issues in which existing security holders can participate;

• the effect of the issue of the Equity Securities on the control of the Company;

• the financial situation and solvency of the Company; and

• advice from corporate, financial and broking advisors (if applicable).

The allottees under the additional 10% placement capacity have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new businesses or technology, it is likely that the allottees under the additional 10% placement capacity will be the vendors of the new assets or investments.

• (f) Previous approval under Listing Rule 7.1A: The Company did not obtain Shareholder approval under Listing Rule 7.1A at the Company’s annual general meeting on 27 November 2015.

• (g) Voting Exclusion statement: A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Share No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

5.4 Recommendation

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of Resolution 4.

The Chair will be casting undirected proxy votes held by him in favour of Resolution 4.

6 Resolutions 5 and 6: Issue of Performance Rights to Executive Directors

6.1 Background

Resolutions 5 and 6 seek Shareholder approval for the issue of 15,000,000 Performance Rights to the Company’s Executive Directors, Eric Jiang and George Parthimos. Any Performance Rights that vest will automatically be exercised into an equivalent number of Shares, subject to certain vesting conditions being met and the terms of issue summarised in Section 6.4 below.

The Company has reviewed its remuneration practices and concluded that the remuneration arrangements with its Executive Directors require change so that they better aligned to industry levels and appropriately incentivise the Executive Directors.

A portion of each Executive Director’s total remuneration will now be placed at risk to better align their interests with those of Shareholders, to encourage growth and to assist with retention of the Company’s Executive Directors.

6.2 Requirement for Shareholder approval

Chapter 2E of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The Executive Directors are related parties of the Company.

The Board (excluding Eric Jiang and George Parthimos) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of Performance Rights to the Executive Directors as the issues constitute reasonable remuneration for the purposes of section 211 of the Corporations Act.

Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue or agree to issue Equity Securities to a Director without Shareholder approval (subject to certain specified exemptions).

Performance Rights are Equity Securities.

If Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

6.3 Information required by Listing Rule 10.13

	ERIC JIANG (and/or his nominee)
Maximum number of securities to be issued	6,000,000 Performance Rights
Issue date	The Performance Rights will be issued no more than 1 month afterthe date ofthemeeting

Issue price and terms of the issue	No consideration is payable by Eric Jiang at the time of the grant of the Performance Rights or upon the allocation of Shares to which Eric Jiang may become entitled to on the vesting and exercise of some or all of the Performance Rights. The vesting of PerformanceRightsis conditionalas set outinsection6.4below.
A voting exclusion statement	A voting exclusion statement for this Resolution is included in this Notice of Meeting.
Intended use of funds raised	No funds will be raised on the issue of Performance Rights to Eric Jiang or upon the allocation of Shares to which Eric Jiang may become entitled to on the vesting and exercise of some or all of thePerformanceRights.

GEORGE PARTHIMOS (and/or his nominee)	GEORGE PARTHIMOS (and/or his nominee)
Maximum number of securities to be issued	9,000,000 Performance Rights
Issue date	The Performance Rights will be issued no more than 1 month afterthe date ofthemeeting
Issue price and terms of the issue	No consideration is payable by George Parthimos at the time of the grant of the Performance Rights or upon the allocation of Shares to which George Parthimos may become entitled to on the vesting and exercise of some or all of the Performance Rights. The vesting of Performance Rights is conditional as set out in section6.4below.
A voting exclusion statement	A voting exclusion statement for this Resolution is included in this Notice of Meeting.
Intended use of funds raised	No funds will be raised on the issue of Performance Rights to George Parthimos or upon the allocation of Shares to which George Parthimos may become entitled to on the vesting and exercise ofsome orallofthePerformanceRights.

6.4 Summary of material terms of the Performance Rights

The material terms attached to the Performance Rights are as follows:

• (a) Each Performance Right is a conditional right grated to each holder to receive by issue or transfer a Share, subject to the satisfaction of the Vesting Conditions (see below).

• (b) Each Performance Right is granted for nil consideration.

• (c) The Performance Rights will not be quoted on ASX.

• (d) Shares issued or transferred to a holder on the exercise of a Performance Right will rank equally in all respects with existing Shares (and will be quoted on ASX).

• (e) Performance Rights are intended to vest in tranches on the satisfaction of each corresponding Vesting Condition as follows:

Vesting Condition	Eric Jiang Number of Performance Rights that vest	George Parthimos Number of Performance Rights that vest
The attainment by the Company of a 50,000 product subscriber base (across all platforms) by 31 December 2017	2,000,000	3,000,000
The attainment by the Company of a 100,000 product subscriberbase	4,000,000	6,000,000

(across all platforms) by 31 December 2019

• (a) A Performance Right which has not lapsed will vest if and when any Vesting Conditions applicable to the Performance Rights have been satisfied ( Vesting Date ).

• (b) No consideration is payable on the exercise of a Performance Right.

• (c) A vested Performance Right will be automatically exercised on vesting.

• (d) An unvested Performance Right will lapse and become unable to be exercised if any Vesting Condition has not been satisfied and in other limited circumstances (such as fraud or dishonesty or an unauthorised dealing).

• (e) The Performance Rights terms allow the rights of the holder to be changed to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (f) A Performance Right does not entitle the holder to participate in any new issues of securities of the Company without exercising the Performance Right.

• (g) The Performance Rights do not confer the right to change the number of Shares over which they can be exercised without exercising the Performance Rights.

• (h) If a holder of Performance Rights ceases to be employed by a Group Company before they vest, those unvested Performance Rights will be dealt with as follows:

• cessation other than due to special circumstances – all unvested Performance Rights lapse; and

• cessation due to special circumstances (i.e. death, total and permanent disablement or termination of employment due to the holder resigning from their employment after their removal from office as a Director) – all unvested Performance Rights will be retained.

• (i) Where there is a change of control of the Company (including where a person acquires a relevant interest in more than 50% of the Shares) all unvested Performance Rights will vest.

• (j) A holder may not dispose of (or otherwise deal) with the Performance Rights unless the Board determines otherwise. A holder may not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to the Performance Rights.

6.5 Recommendation

The Non-Executive Directors recommend that Shareholders vote in favour of Resolutions 5 and 6 to approve the issue of Performance Rights to Eric Jiang and George Parthimos.

The Non-Executive Directors unanimously recommend to all Shareholders that they vote in favour of Resolutions 5 and 6.

The Chair will be casting undirected proxy votes held by him in favour of Resolutions 5 and 6.

7 Resolutions 7 and 8: Issue of Shares to Non-Executive Directors

7.1 Background

Resolutions 7 and 8 seek Shareholder approval for the issue of 500,000 Shares to the Company’s Non-Executive Directors, John Conomos and John Dimitropoulos.

As noted above, the Company has reviewed its remuneration practices and concluded that the remuneration arrangements with its Non-Executive Directors are below market rates.

The Company considers that it is appropriate to make a one-off payment in the form of the issue of Shares in the Company ( Remuneration Shares ) to the Non-Executive Directors as compensation.

Resolution 7, is subject to Resolution 3 (in relation to the re-election of John Conomos) being successfully passed at this Meeting.

Resolution 8, is subject to Resolution 2 (in relation to the re-election of John Dimitropoulos) being successfully passed at this Meeting.

7.2 Requirement for Shareholder approval

Chapter 2E of Corporations Act

A summary of Chapter 2E is set out in section 6.2.

The Non-Executive Directors are related parties of the Company.

The Board (excluding John Conomos and John Dimitropoulos) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Remuneration Shares as the issue constitutes reasonable remuneration for the purposes of section 211 of the Corporations Act.

Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in section 6.2.

7.3 Information required by Listing Rule 10.13

JOHNCONOMOS (and/or his nominee)	JOHNCONOMOS (and/or his nominee)
Maximum number of securities to be issued	250,000 Shares
Issue date	The Remuneration Shares will be issued no more than 1 month afterthe date ofthemeeting
Issue price and terms of the issue	No consideration is payable by John Conomos at the time of the issue of the Remuneration Shares. The Remuneration Shares have the same terms and rank equally in all respects with existing Sharesinthe Company and are quoted ontheASX.
A voting exclusion statement	A voting exclusion statement for this Resolution is included in this Notice of Meeting.
Intended use of funds raised	No funds will be raised on the issue of Remuneration Shares to JohnConomos.

JOHN	DIMITROPOULOS (and/or his nominee)
Maximum number of securities to be issued	250,000 Shares
Issue date	The Remuneration Shares will be issued no more than 1 month afterthe date ofthemeeting
Issue price and terms of the issue	No consideration is payable by John Dimitropoulos at the time of the issue of the Remuneration Shares. The Remuneration Shares have the same terms and rank equally in all respects with existing Sharesinthe Company and are quoted ontheASX.
A voting exclusion statement	A voting exclusion statement for this Resolution is included in this Notice of Meeting.
Intended use of funds raised	No funds will be raised on the issue of Remuneration Shares to John Dimitropoulos.

7.4 Recommendation

The Executive Directors recommend that Shareholders vote in favour of Resolutions 7 and 8 to approve the issue of Remuneration Shares to John Conomos and John Dimitropoulos.

The Executive Directors unanimously recommend to all Shareholders that they vote in favour of Resolutions 7 and 8.

The Chair will be casting undirected proxy votes held by him in favour of Resolutions 7 and 8.

GLOSSARY

The following words and expressions used in the notice of meeting and Explanatory Statement have the following meanings unless the context requires otherwise:

Annual Report means the annual report of the Company for the financial year ended 30 June 2016.

Auditor means William Buck Corporate Finance Pty Ltd.

ASX means ASX Limited ACN 98 008 624 691.

Board means the board of directors of the Company.

Chair means the chairman of the Company, being John Conomos.

Company means Connexion Media Limited (ABN 68 004 240 313).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Eligible Entity has the meaning set out in section 5.2 of this Explanatory Statement.

Equity Securities has the meaning ascribed to it in Listing Rule 19.

Executive Director means a Director that is also an executive.

Explanatory Statement means the explanatory statement accompanying the notice of meeting for the AGM.

Listing Rules means the Listing Rules of the ASX.

Meeting or Annual General Meeting or AGM means the annual general meeting of the Company to be held at 9 am on Wednesday, 30 November 2016 .

Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Performance Rights has the meaning set out in section 6.1 of this Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution proposed in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Trading Day has the meaning ascribed to it in Listing Rule 19.

VWAP means volume weighted average market price.

Connexion Media Limited: Proxy Form

Section 1: Security Holder

Name(s) Address Security Holder Reference Number

Section 2: Appointment of Proxy

I/We being a member/s of the Company hereby appoint:

The Chair of the Meeting (mark with an “”)

OR

(Write here the name of the person you are appointing if this person/s is someone other than the Chair of the meeting) Write here % of votes or number of shares if appointing 2 proxies (Write here the name of the person you are appointing if you are appointing a second proxy) Write here % of votes or number of shares if appointing 2 proxies

or failing the person/s named, or if no person/s is named, the Chair of the meeting, as my/our proxy and to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Section 3 below (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Connexion Media Limited to be held at Level 3, 600 St Kilda Road, Melbourne VIC 3004 at 9 am on Wednesday, 30 November 2016 and at any adjournment or postponement of that meeting.

Chair of meeting authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the meeting as my/our proxy (or the Chair of the meeting becomes my/our proxy by default) I/we expressly authorise the Chair of the meeting to exercise my/our proxy on Resolutions 1, 5,6,7 and 8 (except where I have indicated a different voting direction in Section 3 below) even though Resolutions 1,5,6,7 and 8 is inclusive are connected directly or indirectly with the remuneration of members of key management personnel, which includes the Chair.

Section 3: Items of Business

I/We direct as follows:

Resolution 1 Remuneration Report Resolution 2 Re-election of Mr John Dimitropoulos Resolution 3 Re-election of Mr John Conomos Resolution 4 Approval for additional capacity to issue equity securities Resolution 5 Issue of Performance Rights to Eric Jiang Resolution 6 Issue of Performance Rights to George Parthimos Resolution 7 Issue of Shares to John Conomos Resolution 8 Issue of Shares to John Dimitropoulos	For	Against	Abstain

Please note:

(1) If you have appointed a proxy and do not mark any direction box for an item, your proxy is authorised to vote or abstain from voting on the relevant item in their absolute discretion.

(2) If you have appointed a proxy and mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

• (3) The Chair of the meeting intends to vote undirected proxies in favour of each item of business. In exception circumstances, the Chair of the meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Section 4: Authorised Signature/s

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Security Holder 1 (Individual) Security Holder 2 (Individual) Security Holder 3 (Individual)
Sole Director and Sole Company Secretary Director Director/Company Secretary (delete one)
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Contact Name Contact daytime telephone
Email Date
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YOUR VOTE IS IMPORTANT - PLEASE READ THE INFORMATION BELOW

If you are unable to attend the meeting, you are encouraged complete and lodge this form.

Appointing a proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid for that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement of 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of shares for each in Section 2 overleaf.

A proxy need not be a shareholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Please bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Connexion Media Ltd, Level 3, 600 St Kilda Road, Melbourne VIC 3004.

For your vote to be effective it must be received no later than 5 pm on Tuesday 29 November 2016

Lodging a proxy form

Send completed forms to:

By Fax:	+61 3 8640 0779
By Mail:	Connexion Media Ltd, Level 3, 600 St Kilda Road, Melbourne Vic 3004

In Person: Connexion Media Ltd, Level 3, 600 St Kilda Road, Melbourne Vic 3004