IGO LIMITED — AGM Information 2015

Nov 12, 2015

2015

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

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Date: 16 December 2015

Time: 4:00pm WST Place: Duxton Hotel, Ballroom 1 St Georges Terrace, Perth, Western Australia

A proxy form is enclosed

Please read the Notice and Explanatory Memorandum carefully. If you are unable to attend the meeting, please complete and return the enclosed proxy form in accordance with the specified instructions.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2015 annual general meeting of the Company will be held at the Duxton Hotel, Ballroom, 1 St Georges Terrace, Perth, Western Australia on Wednesday, 16 December 2015 at 4.00pm WST.

Agenda Items

Ordinary Business

Financial report

To receive and consider the financial report of the Company and the reports of the directors and auditors for the financial year ended 30 June 2015.

Resolution 1 – Election of Mr. Keith Spence

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr. Keith Spence, being a director of the Company who was appointed since the last general meeting of shareholders and who retires under rule 9.1(c) of the Company’s constitution, and, being eligible, offers himself for election, be elected as a director of the Company.”

Resolution 2 – Election of Dr. Mark Bennett

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Dr. Mark Bennett, being a director of the Company who was appointed since the last general meeting of shareholders and who retires under rule 9.1(c) of the Company’s constitution, and, being eligible, offers himself for election, be elected as a director of the Company.”

Resolution 3 – Election of Mr. Neil Warburton

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr. Neil Warburton, being a director of the Company who was appointed since the last general meeting of shareholders and who retires under rule 9.1(c) of the Company’s constitution, and, being eligible, offers himself for election, be elected as a director of the Company.”

Resolution 4 – Re-election of Mr. Peter Bilbe

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr. Peter Bilbe, being a director of the Company who was elected as a director at the 2012 annual general meeting of shareholders and who retires under rule 9.1(d) of the Company’s constitution, and, being eligible, offers himself for election, be elected as a director of the Company.”

Resolution 5 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the remuneration report for the year ended 30 June 2015, which is contained in the Annual Report for the year ended 30 June 2015, be adopted.”

Note: the vote on Resolution 5 is advisory only and does not bind the directors or the Company.

Independence Group NL ABN 46 092 786 304

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Special Business

Resolution 6 – Issue of Performance Rights to Mr. Peter Bradford

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for all purposes including for the purposes of Listing Rule 10.14, approval be given to grant 217,391 Performance Rights to Mr. Peter Bradford (the Company’s Managing Director) in respect of the three year measurement period (being 1 July 2015 to 30 June 2018) on the terms described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 7 – Approval of increase in Directors’ fees

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for all purposes including for the purposes of Listing Rule 10.17, approval be given to increase the total amount of fees available for payment to non-executive directors from $1,000,000 to $1,500,000 per annum.”

Resolution 8 – Approval of financial assistance

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, for all purposes, including for the purposes of section 260B(2) of the Corporations Act 2001 (Cth), approval be given for the financial assistance to be provided by Sirius Resources NL and Sirius Gold Pty Ltd in connection with the Loan Agreement as described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Entitlement to vote

Snapshot date

It has been determined that, under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, shares will be taken to be held by the persons who are the registered holders at 7:00pm (Sydney time) on 14 December 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting exclusion statements

Resolution 5 – Remuneration Report

The Company will disregard any votes cast on Resolution 5:

• (in any capacity) by or on behalf of a member of the Key Management Personnel named in the Company’s 2015 Remuneration Report;

• (in any capacity) by or on behalf of a Closely Related Party of a member of the Key Management Personnel; or

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel,

unless the vote is cast as proxy for a person entitled to vote on Resolution 5:

• in accordance with a direction on the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

Notice of Annual General Meeting 2015 1

Resolution 6 – Approval of the Issue of Performance Rights to Mr. Peter Bradford

The Company will disregard any votes cast on Resolution 6:

• by any Director or an associate of a Director; and

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel,

unless the vote is cast as proxy for a person entitled to vote on Resolution 6:

• in accordance with a direction in the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

Resolution 7 – Approval of increase in directors’ fee pool

The Company will disregard any votes cast on Resolution 7:

• by any Director or an associate of a Director; or

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel,

unless the vote is cast as proxy for a person entitled to vote on Resolution 7:

• in accordance with a direction in the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

Proxies

A shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder and can be either an individual or a body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If such evidence is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

A shareholder that is entitled to cast 2 or more votes may appoint 2 or more proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes.

Any directed proxies that are not voted on a poll at the Meeting by a shareholder’s appointed proxy will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed on a poll.

Members of the Key Management Personnel (which includes each of the Directors) and Closely Related Parties of a member of the Key Management Personnel will not be able to vote as proxy on Resolutions 5 - 7 unless the shareholder tells them how to vote, or in the case of the Chairman of the Meeting, unless the shareholder expressly authorises him to do so. If a shareholder intends to appoint a member of the Key Management Personnel (other than the Chairman) or a Closely Related Party of a member of the Key Management Personnel as their proxy, the shareholder should ensure that they direct the member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel how to vote on Resolutions 5 - 7.

If a shareholder intends to appoint the Chairman of the Meeting as their proxy for Resolutions 5 – 7, shareholders can direct the Chairman how to vote by marking one of the boxes for Resolutions 5 – 7 (for example, if the shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting).

If a shareholder appoints the Chairman as their proxy and the shareholder does not direct the Chairman how to vote on Resolutions 5 – 7, please note that by completing and returning the Proxy Form the shareholder will be expressly authorising the Chairman of the Meeting to exercise its undirected proxy on Resolutions 5 – 7 even though they are connected with the remuneration of Key Management Personnel.

2 Independence Group NL ABN 46 092 786 304

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A Proxy Form accompanies this Notice and, to be effective, must be received at the Company’s share registry:

By mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001, Australia By hand: Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000, Australia By fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) Online at: www.investorvote.com.au By mobile: Scan the QR Code on your proxy form and follow the prompts Custodian - For Intermediary Online subscribers only (custodians) please visit : www.intermediaryonline.com to submit your voting intentions OR by electronic address (see below): www.investorcentre.com/contact

by no later than 4.00pm WST on 14 December 2015 (being 48 hours before the time appointed for the Meeting).

Lodging your Proxy Form online

You are now able to lodge your Proxy Form online by visiting the Computershare Investor Services Pty Limited website, www. investorvote.com.au, logging into the Investor Centre Investor Vote and following the prompts and instructions on the website. To use the online lodgement facility, shareholders will need the Control Number, their Securityholder Reference Number or Holder Identification Number and their PIN, which are shown on the front page of the personalised Proxy Form enclosed with this Notice. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions on the website.

You must lodge your Proxy Form online by no later than 4.00pm WST on 14 December 2015 (being 48 hours before the time appointed for the Meeting).

By Order of the Board

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Joanne McDonald Company Secretary 30 October 2015

Notice of Annual General Meeting 2015 3

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum (including the Definitions section and Attachments A and B) has been prepared to help shareholders understand the business to be put to shareholders at the forthcoming Meeting.

Ordinary Business

Annual financial report

The Corporations Act requires:

• the reports of the directors and auditors; and

• the annual financial report, including the financial statements of the Company for the year ended 30 June 2015,

to be laid before the Meeting. The Corporations Act does not require a vote of shareholders on the reports or statements. However, shareholders will be given ample opportunity to raise questions or comments on the management of the Company.

The financial report for consideration at the Meeting will be the full financial report. The financial report is set out in the Company’s 2015 Annual Report and is also available on the Company’s website (www.igo.com.au). Any shareholder wishing to receive a copy should contact the Company’s share registry and a copy will be provided.

Also, a reasonable opportunity will be given to members, as a whole, at the Meeting, to ask the Company’s Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the Auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s Auditor about the content of the Auditor’s report and the conduct of the audit may be submitted no later than five business days before the date of the Meeting to the Company Secretary at the Company’s registered office, Suite 4, Level 5, South Shore Centre, 85 South Perth Esplanade, South Perth, WA 6151, Australia.

Resolutions 1, 2 and 3 – Retirement and Election of Mr. Keith Spence, Dr. Mark Bennett and Mr. Neil Warburton

Mr. Keith Spence joined the Board as a Non-Executive Director in December 2014 following the retirement of Dr. Rod Marston. Dr. Mark Bennett and Mr. Neil Warburton joined the Board as Non-Executive Directors in October 2015 following the Company’s acquisition of Sirius Resources NL (Sirius).

Having been appointed since the last Annual General Meeting, Messrs Spence, Bennett and Warburton retire and offer themselves for election as directors of the Company.

The experience, qualifications and other information about Messrs Spence, Bennett and Warburton appears below:

Keith Spence BSc (Geophysics) (Hons) Non-Executive Director

Mr. Spence has over 30 years’ experience in the oil and gas industry, including 18 years with Shell and has a broad knowledge of the resources sector. He retired from Woodside in 2008 after a 14 year tenure in top executive positions in that company. Mr. Spence held many roles during his period with Woodside, including Chief Operating Officer and Acting Chief Executive Officer.

Mr. Spence chairs the Board of the National Offshore Petroleum Safety and Environmental Management Authority and the Industry Advisory Board of the Australian Centre for Energy and Process Training. He is Non-Executive Chairman of Geodynamics Limited and Base Resources Limited and a Non-Executive Director of Oil Search Limited. Mr. Spence joined the board of the then listed company Clough Limited in August 2008 and was Chairman from 2010 until its acquisition via scheme of arrangement by Murray and Roberts in 2013.

4 Independence Group NL ABN 46 092 786 304

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Mark Bennett BSc (Geology), PhD, MAICD, MAusIMM Non-Executive Director

Dr. Bennett was the founding Managing Director and CEO of Sirius and was appointed as a Non-Executive Director of IGO in October 2015 on completion of the acquisition of Sirius. He is a geologist with 25 years’ experience in gold, nickel and base metal exploration and mining.

He has worked in Australia, West Africa, Canada and Europe, predominantly for LionOre Mining International Limited and WMC Resources Limited at locations such as Kalgoorlie, Kambalda, St. Ives, LionOre’s nickel and gold mines throughout Western Australia, Wiluna and most recently Nova, the Fraser Range and Polar Bear. Positions held include various technical, operational, executive and board positions including Managing Director, Chief Executive Officer, Executive Director, Exploration Manager and Chief Geologist.

Dr. Bennett is a two time winner of the Association of Mining and Exploration Companies “Prospector Award” for his discoveries which include the Thunderbox gold deposit, the Waterloo nickel deposit and most recently the world class Nova nickel-copper deposit.

In addition to his technical expertise, Dr. Bennett is very experienced in corporate affairs, equity capital markets, investor relations and community engagement and led Sirius from prior to the discovery of Nova Project all the way through feasibility, financing, permitting and construction. He holds a BSc in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM), a Fellow of the Geological Society of London, a Fellow of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.

Neil Warburton Assoc. MinEng WASM, MAusIMM, FAICD Non-Executive Director

Mr. Neil Warburton was a Non-Executive Director of Sirius and was appointed as a Non-Executive Director of IGO in October 2015 on completion of the acquisition of Sirius. Until March 2012, Mr Warburton was the Chief Executive Officer of Barminco Limited, one of Australia’s largest underground mining contractors. Mr. Warburton successfully guided and led the company and strengthened its presence within Australia and Africa more than doubling revenues during his tenure. Prior to Barminco, he was Managing Director of Coolgardie Gold, he is also a Non-Executive Director of ASX listed Red Mountain Mining Limited, Australian Mines Limited, Namibian Copper Limited and Peninsular Energy Limited.

Mr. Warburton graduated from the Western Australia School of Mines with an Associate Degree in Mining Engineering and spent the formative years of his career as a mining engineer at WMC Resources Limited’s Kambalda Nickel Mines. He is a Fellow of the Australian Institute of Company Directors and Member of AusIMM.

Recommendation

The Board (with Messrs Spence, Bennett and Warburton abstaining) recommends that shareholders vote in favour of the election of Messrs Spence, Bennett and Warburton.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1, 2 and 3.

Resolution 4 – Re-election of Mr. Peter Bilbe

Having been re-elected as a director in 2012, Mr. Peter Bilbe retires and offers himself for election as a director of the Company.

The experience, qualifications and other information about Mr. Bilbe appears below:

Peter Bilbe B.Eng. (Mining) (Hons), MAusIMM Non-Executive Chairman

Mr. Bilbe is a mining engineer with 40 years’ Australian and international mining experience in gold, base metals and iron ore at the operational, managerial and board levels. Mr. Bilbe has held senior positions at Mount Gibson Iron Limited, Aztec Resources Limited, Portman Limited, Aurora Gold Limited and Kalgoorlie Consolidated Gold Mines Pty Ltd. Mr. Bilbe’s most recent executive position was as Managing Director of Aztec Resources Limited, which successfully developed the Koolan Island iron ore project from exploration to production. Mr. Bilbe is also a past member of the Executive Council of Chamber of Minerals and Energy. Mr. Bilbe is currently a director of Northern Iron Limited. Mr Bilbe holds a Bachelor of Engineering (Mining) degree from the University of New South Wales and is a Member of AusIMM.

Recommendation

The Board (with Mr. Bilbe abstaining) recommends that shareholders vote in favour of the election of Mr. Bilbe.

The chairman for this resolution at the Meeting intends to vote all available proxies in favour of Resolution 4.

Notice of Annual General Meeting 2015 5

Resolution 5 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its shareholders the 2015 Remuneration Report as disclosed in the Company’s 2015 Annual Report.

The 2015 Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to the Company’s Key Management Personnel (including the Directors), sets out details of the remuneration and service agreements for each member of Key Management Personnel and sets out the details of any share-based compensation.

Subject to the rules set out in Division 9 of Part 2G.2 of the Corporations Act described below, Resolution 5 is advisory only and does not bind the Directors or the Company. Of itself, a failure of shareholders to pass Resolution 5 will not require the Directors to alter any of the arrangements in the 2015 Remuneration Report. However, the Board will take the outcome of the vote very seriously when considering the Company’s future remuneration policy.

Consequence of voting against Resolution 5

If at least 25% of the votes cast on Resolution 5 are against the adoption of the Remuneration Report, and at least 25% of the votes cast at the next annual general meeting of the Company (2016 AGM) on a resolution that the 2016 Remuneration Report be adopted is against the adoption of the report, then the Company will be required under section 250V of the Corporations Act to put to the vote a resolution that another meeting be convened within 90 days of the 2016 AGM (the Spill Meeting). If shareholders approve the convening of a Spill Meeting, then at that meeting:

• (a) all the Directors of the Company who were directors at the time of the 2016 AGM (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting; and

• (b) a resolution to re-elect the Directors referred to in (a) will be put to the vote at the Spill Meeting.

A reasonable opportunity will be given to shareholders as a whole to ask questions about, or make comments on, the Remuneration Report. The Remuneration Report is set out in the Company’s 2015 Annual Report and is also available within the 2015 Financial Report on the Company’s website (www.igo.com.au).

For the voting exclusions applicable to this Resolution 5, please refer to the ‘Entitlement to vote’ section of the Notice of Meeting.

Recommendation

The Board recommends that shareholders vote in favour of adopting the 2015 Remuneration Report.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 5.

Special Business

Resolution 6 – Issue of Performance Rights to Mr. Peter Bradford

Background

Resolution 6 seeks shareholder approval for the grant of Performance Rights to Mr. Peter Bradford, the Company’s Managing Director, pursuant to the Company’s Performance Rights Plan (PRP), and otherwise on the terms and conditions set out in this Explanatory Memorandum.

The Company’s remuneration policy is to ensure that executive remuneration is competitive in attracting, motivating and retaining executives of a high calibre and properly reflects the duties and responsibilities of each relevant executive. The remuneration structure used by the Company to achieve these objectives includes the combination of fixed annual remuneration and performance-related remuneration (including participation in the PRP).

ASX requires, under Listing Rule 10.14, that shareholders approve the grant of securities to a director.

Accordingly, shareholder approval is sought for the grant of Performance Rights to Mr. Bradford as set out below.

Number of Performance Rights

The number of Performance Rights to be granted to Mr. Bradford will be 217,391. This number was set by the Board in the context of considering Mr Bradford’s remuneration package, of which Performance Rights form a part. The Remuneration Committee recommended, and the Board resolved, that the value of Mr. Bradford’s annual remuneration package for the year ending 30 June 2016 should be $750,000 per annum.

6 Independence Group NL ABN 46 092 786 304

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Terms of Performance Rights

All Performance Rights granted will be on terms consistent with the rules of the PRP, which was approved by shareholders at the 2014 AGM. A summary of the key terms of the PRP is contained in Attachment A, and a full copy is available to shareholders from the Company’s share registry on request.

No consideration is payable by Mr. Bradford at the time of grant of the Performance Rights or upon the allocation of ordinary shares to which Mr Bradford may become entitled upon Performance Rights vesting. Each Performance Right will entitle the holder to one fully paid ordinary share in the Company at no cost, subject to satisfaction of the performance hurdles described below.

Performance hurdles

The Performance Rights will vest and convert into ordinary shares if, over the 3 year measurement period (being 1 July 2015 to 30 June 2018), the performance hurdles are achieved. Performance Rights that have not vested where the performance hurdles have not been satisfied or waived by the expiry date, will automatically lapse.

Total Shareholder Return (TSR)

Performance measures for the Performance Rights are based on a TSR Scorecard. The TSR Scorecard determines the entitlement to 100% of the Performance Rights. The TSR scorecard for the 3 year measurement period (being 1 July 2015 to 30 June 2018) will be determined based on a percentile ranking of the Company’s TSR results relative to the TSR of each of the companies in the comparator group over the same 3 year measurement period (Relative TSR).

TSR Scorecard

TSR

TSR measures the return received by shareholders from holding ordinary shares over the relevant Performance Period, calculated as follows:

TSR = (B – A) + C

A

Where:

A = the Market Value of the share at the start of the Performance Period B = the Market Value of the share at the end of the Performance Period C = the Market Value of the share at the end of the Performance Period

Relative TSR

The TSR Scorecard will be determined based on the ranking of the Company’s TSR results, relative to the TSR of each of the companies in the comparator group over the same Performance Period.

The comparator group currently comprises the constituents of the S&P ASX 300 Metals & Mining Index who are engaged in gold and/or base metals mining in Australia. The current list of the comparator group and methodology of selecting the comparator group are set out in Attachment B. The Board has discretion to adjust the peer group from time to time in its absolute discretion.

The vesting schedule for the Performance Rights subject to relative TSR testing is as follows:

Relative TSR performance	TSR Scorecard (Level of vesting)
Less than 50thpercentile	Zero
Between 50thand 75thpercentile	Pro-rata straight line percentage between 50% and 100%
75thpercentile or better	100%

Continuing employment

If Mr. Bradford’s employment or position as a director ceases because of an Uncontrollable Event (see the ‘Definitions’ at the end of this Explanatory Memorandum), then, at the discretion of the Board, unvested Performance Rights will vest.

If Mr. Bradford’s employment or position as a director ceases because of a Controllable Event, see the ‘Definitions’ at the end of this Explanatory Memorandum), then the Board, at its discretion, may determine the extent to which unvested Performance Rights may vest.

Notice of Annual General Meeting 2015 7

ASX Listing Rule 10.15 information requirements

ASX Listing Rule 10.15 requires the following information regarding the PRP to be included in this Explanatory Memorandum:

• Subject to shareholder approval being obtained, the maximum number of Performance Rights (and hence ordinary shares) that the Company may issue to Mr. Bradford will be 217,391.

• No consideration is payable by Mr. Bradford at the time of grant of the Performance Rights or upon the allocation of the ordinary shares to which Mr. Bradford may become entitled upon vesting of the Performance Rights.

• Since the PRP was last approved by shareholders at the 2014 annual general meeting, Mr. Bradford has been granted 175,365 Performance Rights. No consideration was payable by Mr. Bradford for the grant of these Performance Rights, nor was any consideration to be payable upon the allocation of the ordinary shares to which Mr. Bradford may have become entitled upon vesting of those Performance Rights.

• The other directors of the Company (being Messrs Bennett, Bilbe, Buck, Clifford, Spence and Warburton) are entitled to participate in the PRP, though the Company has not sought shareholder approval for such an issue and they have not received any securities under the PRP to date. It is the current intention of the Board that non-executive directors will not participate in the PRP.

• The voting exclusion statement in relation to Resolution 6 is included in the ‘Entitlement to vote’ section of the Notice of Meeting.

• No loans will be made by the Company in connection with the acquisition of Performance Rights or ordinary shares upon the vesting of Performance Rights by Mr. Bradford.

• The Company will issue the Performance Rights to Mr. Bradford as soon as practicable following the Meeting and no later than 12 months after the Meeting.

Corporate governance

Mr. Bradford is an executive director of the Company. Recommendation 8.3 of ASX’s Corporate Governance Principles and Recommendations encourages ASX listed companies to establish remuneration packages that involve a balance between short term and long term performance objectives. In the Board’s view, the issue of Performance Rights to Mr. Bradford is an appropriate means of providing these long term performance objectives. The Board also considers that the retention of high quality and well-credentialed executive directors, like Mr. Bradford, is essential to the ongoing development and success of the Company and its projects.

Dilution

The Performance Rights to be issued to Mr. Bradford will have a diluting effect on the percentage interest of existing shareholders’ holdings. The diluting effect of these Performance Rights is less than 0.1% of the Company’s current share capital.

The Board has formed the view that remuneration in the form of the Performance Rights to be granted to Mr. Bradford is reasonable given the Company’s circumstances, and Mr. Bradford’s circumstances (including his responsibilities). The Board is of the opinion that the terms of issue of the Performance Rights to Mr. Bradford are reasonable.

Recommendation

The Board (with Mr. Bradford abstaining) recommends that shareholders vote in favour of Resolution 6.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 6.

Resolution 7 – Approval of increase in Directors’ fees

Background

Resolution 7 seeks shareholder approval, for the purposes of Listing Rule 10.17 and for all other purposes, for the Company to be authorised to increase the aggregate amount of fees available to be paid to non-executive directors by $500,000 from an aggregate amount of $1,000,000 per annum to an aggregate amount of $1,500,000 per annum.

The Board considers that it is reasonable and appropriate at this time to seek an increase in the remuneration pool for nonexecutive directors for the following reasons:

• expected growth of the Company following the acquisition of Sirius Resources NL and increased responsibilities for nonexecutive directors;

• the increase in the number of non-executive directors by 50% since the last annual general meeting;

• non-executive directors’ fees may in the future need to be increased to retain directors (noting the need for orderly succession planning);

8 Independence Group NL ABN 46 092 786 304

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• to attract new directors of a calibre required to effectively guide and monitor the business of the Company;

• the directors may from time to time appoint additional non-executive directors to ensure the Board has the appropriate skills and experience;

• Corporate Governance best practice is such that non-executive directors are remunerated via fixed cash based fees and not through equity based performance schemes; and

• to remunerate directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates.

The maximum aggregate fees payable to directors was last increased in 2014 (before the acquisition of Sirius Resources NL).

No securities have been issued to any non-executive director under ASX Listing Rules 10.11 or 10.14 with shareholder approval within the past three years.

Effective 1 September 2014, the Company’s non-executive Chairman is entitled to directors’ fees of $230,000 per annum and non-executive directors are entitled to directors’ fees of $120,000 per annum.

It is not intended to fully utilise the increased aggregate fees in the immediate future.

For the voting exclusions applicable to this Resolution 7, please refer to the ‘Entitlement to vote’ section of the Notice of Meeting.

Recommendation

As the non-executive members of the Board have an interest in Resolution 7, the Board has not made a recommendation to shareholders on Resolution 7.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 7.

Resolution 8 – Approval of financial assistance

Background

Acquisition of Sirius Resources NL

The Company entered into an agreement (Scheme Implementation Deed) to acquire all of the ordinary shares and partly paid shares in Sirius Resources NL (Sirius) by way of a scheme of arrangement under the Corporations Act (the Acquisition). The Acquisition was completed on 22 September 2015. Immediately following completion, the Company became the Ultimate Australian Holding Company of Sirius and its subsidiaries, other than those subsidiaries demerged as part of a contemporaneous demerger by Sirius.

The Company is party to a Syndicated Facility Agreement with National Australia Bank Limited (NAB) as Agent and each of NAB, Australian and New Zealand Bank and Commonwealth Bank of Australia as lenders for the provision of financial accommodation to the Company in the aggregate principal amount of $550,000,000 (Loan Agreement).

The Company used the funds available under the Loan Agreement to finance the cash consideration payable under the Acquisition and will also use the funds in connection with the development of the Nova Project.

Restrictions on companies giving financial assistance

Resolution 8 seeks shareholder approval for the purpose of complying with section 260A(1) of the Corporations Act.

Under this section, a company may financially assist a person to acquire shares in the company or a holding company of the company only in limited circumstances, including where the assistance is approved by shareholders under section 260B of the Corporations Act.

Shareholder approval of financial assistance

Under section 260B(1) of the Corporations Act, a company may financially assist a person to acquire shares in itself or a holding company of the company if the financial assistance is approved by its shareholders by:

• a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares (or units of shares) or by their associates; or

• a resolution agreed to, at a general meeting, by all ordinary shareholders.

If, immediately after the acquisition, the company will be a subsidiary of another domestic corporation that is listed in Australia (Ultimate Australian Holding Company), then the financial assistance must also be approved by a special resolution of the Ultimate Australian Holding Company, passed under section 260B(2) of the Corporations Act at a general meeting of that corporation.

Notice of Annual General Meeting 2015 9

Approval by shareholders of the Company under section 260B(2)

The purpose of this section of the Explanatory Memorandum is to explain in further detail Resolution 8, as set out in the Notice, which must be passed under section 260B(2) of the Corporations Act to enable certain subsidiaries of the Company to financially assist the Company in connection with the Loan Agreement (as described below under the heading ‘Financial Assistance’).

Overview of Arrangements

The Loan Agreement provides for two facilities:

• the first facility (Facility A) is an Australian dollar amortising term loan facility in an aggregate amount equal to $350,000,000; and

• the second facility (Facility B) is an Australian dollar revolving credit facility in an aggregate amount equal to $200,000,000,

(together, the Facilities).

As at the date of this Explanatory Memorandum, the Company has only drawn down $200,000,000 from Facility B.

Purpose

Funds were made available under Facility A to assist with:

• the refinancing of any financing made available pursuant to certain pre-existing financing agreements, including Sirius’s project finance facility, together with any hedging or related transactions entered into in connection with that facility;

• the payment of costs of development, construction and operation of the Nova project; and

• the working capital requirements of the Company Group.

Funds were made available under Facility B to assist with:

• finance requirements of the Company for the Acquisition, including the payment of the cash consideration provided for under the Scheme Implementation Deed;

• payment of any non-recurring fees, costs, expenses or taxes incurred by the Company in connection with the Acquisition or the Facilities; and

• general corporate purposes of the Company Group.

Other terms

The Loan Agreement includes events of default, financial covenants, undertakings, representations and warranties from the Company and the Guarantors consistent with facilities of this nature or as required by the Agent and the Financiers due to the particular circumstances of this transaction.

The undertakings include:

• a negative pledge;

• undertakings not to acquire or dispose of assets;

• undertakings not to incur financial obligations; and

• undertakings not to make distributions to shareholders,

in each case subject to agreed exceptions.

Guarantees

The Loan Agreement contains guarantees and indemnities in respect of the Loan Agreement given for the benefit of the Agent and all the Financiers.

It is condition of the Loan Agreement that certain members of the Company Group are to become Guarantors and thereby guarantee, among other things, the payment of any moneys owed under the Loan Agreement and the performance of all obligations of the Company and each other Guarantor under the Loan Agreement.

10 Independence Group NL ABN 46 092 786 304

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Financial assistance by Sirius Group

The terms of the Loan Agreement require that each entity in the Sirius Group become a Guarantor of the Loan Agreement.

Upon entering into the guarantee, each Sirius Group company would, among other things, become bound by the guarantees, indemnities and undertakings and give the representations and warranties referred to above.

In addition, Sirius Group companies may be required to:

• subordinate intercompany claims;

• transfer assets to, or assume other liabilities of, the Company or other subsidiaries or related parties of the Company;

• make available directly or indirectly their cash flows (whether through dividends, capital distributions, intercompany loans or otherwise) or other resources in order to enable the Company and the other Guarantors to comply with their payment and other obligations in respect of the Loan Agreement; and

• provide additional support which may include incurring additional obligations and/or providing additional guarantees.

Approval of the financial assistance

Financial assistance approvals

The participation by the Sirius Group in the financing and other transactions described above may constitute the giving of financial assistance in connection with the Loan Agreement within the meaning of the Corporations Act.

Pursuant to section 260B of the Corporations Act, the giving of the financial assistance by the members of the Sirius Group has been approved by a unanimous resolution of the sole shareholder of each relevant company in the Sirius Group.

Accordingly, it is proposed that the financial assistance also be approved by shareholders under Resolution 8, pursuant to section 260B(2) of the Corporations Act.

Reasons for giving financial assistance

The reason for the giving of the financial assistance described above is to enable the Company to comply with certain of its obligations under the Loan Agreement.

If such obligations are not complied with in a timely manner, an ‘Event of Default’ may occur under the Loan Agreement and the funding provided under the Loan Agreement may be required to be repaid.

Effect of financial assistance

The substantial effect of the financial assistance on the Sirius Group is that each Sirius Group company will have guaranteed all amounts payable under the Loan Agreement and will be subject to the undertakings and other obligations as outlined above.

As the Company is already liable for the amounts payable under the Loan Agreement, the giving of the financial assistance described in this memorandum by the Sirius Group is unlikely to have any adverse effect on the Company, except that the operations of the Sirius Group will be restricted by the representations and undertakings given by them under the Loan Agreement.

The operations of the Sirius Group will also be restricted by the representations and undertakings given by them under the Loan Agreement.

Advantages of the proposed Resolution 8

The advantage to the Company of the proposed Resolution 8 is that the Sirius Group will be able to accede to the Loan Agreement and so avoid an Event of Default occurring under the Loan Agreement. If an Event of Default occurred, the Financiers may require immediate repayment of the amounts due under the Loan Agreement. This may require a disposal of the shares acquired by the Company in its subsidiaries (including the Sirius Group) at less than the value that the Company would otherwise expect to be achieved.

The directors of the Company believe that approving the transactions contemplated by this Explanatory Memorandum is in the interests of the Company.

Notice of Annual General Meeting 2015 11

Disadvantages of the proposed Resolution 8

As the Company is already liable for the amounts due under the Loan Agreement, the directors of the Company do not believe there are any disadvantages to the Company of the proposed Resolution 8, except that the operations of the Sirius Group companies will be restricted by the representations and undertakings given by them under the Loan Agreement.

The disadvantages of the proposed Resolution 8 for the Sirius Group companies include the following:

• (1) they will become liable for the amounts due under the Loan Agreement;

• (2) their operations will be restricted by the representations and undertakings given by them under the Loan Agreement;

• (3) the Company may default under the Loan Agreement and related agreements; and

• (4) the Financiers may make a demand under the guarantees provided by the Sirius Group companies requiring immediate repayment of the amounts due under the Loan Agreement.

However, the Board do not currently believe that either the Company, any existing Guarantor or any of the Sirius Group companies are likely to default in their obligations under the Loan Agreement.

Prior notice to Australian Securities & Investments Commission

As required by section 260B(5) of the Corporations Act, copies of the Notice and this Explanatory Memorandum as sent to the shareholders were lodged with the Australian Securities & Investments Commission prior to their dispatch to shareholders.

Recommendation

The Board considers that this Explanatory Memorandum contains all information known to the Company that would be material to the shareholders in deciding how to vote on the proposed Resolution 8, other than information which it would be unreasonable to require the Company to include because it has been previously disclosed to the shareholders of the Company.

The Board recommends that the shareholders vote in favour of Resolution 8 to approve the giving of financial assistance as set out above.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 8.

Action to be taken by shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. A Proxy Form is attached to the Notice. This is to be used by shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. All shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a shareholder from attending and voting at the Meeting in person.

12 Independence Group NL ABN 46 092 786 304

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DEFINITIONS

In the Notice of Meeting and this Explanatory Memorandum (including Attachment A and Attachment B):

$	means Australian dollars.
ASX	means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange operated
	by it, as the context requires.
Acquisition	means the acquisition by the Company of 100% of the issued share capital of the
	Sirius, pursuant to the Scheme Implementation Deed.
Board	means the board of directors of the Company.
Closely Related Party	has the meaning as defned in section 9 of the Corporations Act and includes in
	respect of a member of the Key Management Personnel:
	• a spouse or child of the member a child of the member’s spouse,
	• a dependant of the member or of the member’s spouse,
	• anyone else who is one of the member’s family and may be expected to
	infuence the member, or be infuenced by the member, in the member’s
	dealings with the Company, or
	• a company the member controls.
Company, IGO or Independence	means Independence Group NL (ABN 46 092 786 304).
Company Group	means the Company and its subsidiaries (and, following completion of the Acquisition,
	includes the Sirius Group).
Controllable Event	means cessation of employment or position other than by an Uncontrollable Event.
Constitution	means the constitution of the Company.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Eligible Person	a full-time or permanent part-time employee of a Group Company or a director of the
	Company who the Company determines in its absolute discretion may participate in
	the PRP.
Explanatory Memorandum	means this Explanatory Memorandum accompanying the Notice of Meeting.
Facilities	means the facilities provided for in the Loan Agreement.
Financiers	the lenders under the Loan Agreement.
Group Company	means the Company or any of its subsidiaries.
Guarantor	each person which is a guarantor for the purposes of the Loan Agreement (including
	the Company), or which becomes a guarantor for the purposes of the Loan
	Agreement.
Index	means the S&P ASX 300 Metals and Mining Index.
Invitation	means an invitation issued by the Board to an Eligible Person to participate in the
	PRP.
Key Management Personnel or KMP	means the key management personnel of the Company as defned in AASB Standard
	124.
Listing Rules	means the Listing Rules of the ASX.
Loan Agreement	has the meaning as defned in the section of the Explanatory Memorandum dealing
	with Resolution 8.
Meeting	means the annual general meeting of the Company convened by the Notice of
	Meeting.
NAB	means National Australia Bank Limited (ABN 12 004 044 937).
Notice of Meeting or Notice	means the notice convening the Meeting that accompanies this Explanatory
	Memorandum.
Nova Project	means the nickel-copper project known as the ‘Nova Project’ located in the Fraser
	Range, 700 kilometres east of Perth, Western Australia.
Performance Rights	means the performance rights issued to Eligible Persons under the Performance
	Rights Plan.

Notice of Annual General Meeting 2015 13

Performance Rights Plan or PRP	means the Independence Group NL Employee Performance Rights Plan, as approved
	by shareholders for the purposes of Exception 9(b) in Listing Rule 7.2 at the
	Company’s 2014 annual general meeting.
Proxy Form	means the proxy form included with the Notice of Meeting.
Scheme Implementation Deed	means the document entitled ‘Scheme Implementation Deed’ dated 25 May 2015
	between Sirius Resources NL and the Company.
Sirius or Sirius Resources NL	means Sirius Resources NL (ACN 009 150 038).
Sirius Gold Pty Ltd	means Sirius Gold Pty Ltd (ABN 36 146 091 527).
Sirius Group	means Sirius Resources NL and Sirius Gold Pty Ltd.
Sirius Group Companies	means the companies that are part of the Sirius Group.
TSR	means total shareholder return.
Uncontrollable Event	means death, serious injury, disability or illness which renders a participant in the PRP
	incapable of continuing employment or position with a Group Company, forced early
	retirement, retrenchment or redundancy, or such other circumstances which result in
	the participant leaving the employment or position of a Group Company and which
	the Board determines is an Uncontrollable Event.
WST	means Western Standard Time, being the time in Perth, Western Australia.

14 Independence Group NL ABN 46 092 786 304

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ATTACHMENT A – SUMMARY OF PERFORMANCE RIGHTS PLAN

The following is a summary of the key terms of the PRP:

• (a) Participation: The Board retains complete discretion to make offers of Performance Rights to Eligible Persons.

• (b) Not transferable: Except with the approval of the Board, Performance Rights may not be transferred, assigned or novated.

• (c) Vesting: Performance Rights may vest in the following ways:

• if each of the applicable performance hurdles has been satisfied or waived prior to the relevant expiry date and the participant remains an Eligible Person;

• if the participant’s employment or position as a director of a Group Company ceases because of an Uncontrollable Event (being death, serious injury, disability or illness which renders a participant incapable of continuing employment or position with a Group Company, forced early retirement, retrenchment or redundancy, or such other circumstances which result in the participant leaving the employment or position of a Group Company and which the Board determines is an Uncontrollable Event), the Board may determine the extent to which Performance Rights vest;

• if the participant’s employment or position as a director of a Group Company ceases because of a Controllable Event (being cessation of employment or position other than by an Uncontrollable Event), the Board may determine the extent to which Performance Rights vest; and

• where the Company is de-listed as a result of a change in control of the Company, all of the participant’s Performance Rights will vest.

• (d) Escrow: Shares issued or transferred to a participant upon vesting of Performance Rights may be subject to escrow restrictions, which will be detailed in the Invitation. At this point, given the vesting of Performance Rights will be subject to performance hurdles, the Board does not intend to impose additional escrow restrictions on shares issued as a result of the vesting of Performance Rights.

• (e) Automatic issue or transfer of shares: As noted above, upon vesting of Performance Rights, shares will automatically be issued or transferred to the participant for nil consideration, unless the issue would be in breach of the insider trading provisions of the Corporations Act, the Listing Rules or any other applicable law.

• (f) Lapse: A Performance Right will lapse in the following ways:

• where the performance hurdles have not been satisfied or waived by the expiry date; or

• if the participant’s employment or position as a director of a Group Company ceases because of an Uncontrollable Event or Controllable Event, and the Board does not determine that such Performance Right vests.

• (g) Issue limitations: The Board is not entitled to make an invitation to an Eligible Person if offers of Performance Rights (or other securities of the Company) under the PRP or under similar plans (but excluding offers outside of Australia, offers under a disclosure document and offers that do not require the use of a disclosure document) in the previous 5 years would exceed 5% of the issued capital of the Company.

• (h) Amendment of PRP: The Board may by resolution alter the PRP at any time. The Board also retains the discretion to suspend or terminate the Plan without notice to participants. However, the suspension or termination of the Plan will not affect any existing grants of Performance Rights already made under the Plan, and the terms of the Plan will continue to apply to such grants.

Notice of Annual General Meeting 2015 15

ATTACHMENT B – COMPARATOR TSR PEER GROUP

Initial TSR Peer Group

The Company’s TSR performance will be assessed against a customised peer group comprising the following 20 companies:

Aditya Birla Minerals Ltd	Oz Minerals Ltd
Alacer Gold Corp.	Oceana Gold Limited
Beadell Resources Ltd	Panoramic Resources Ltd
Cudeco Ltd	Perseus Mining Limited
Evolution Mining Limited	Regis Resources Limited
Kingsgate Consolidated Limited	Resolute Mining Limited
Medusa Mining Ltd	Saracen Mineral Holdings Limited
Metals X Limited	Sandfre Resources Ltd
Mincor Resources NL	Silver Lake Resources Limited
Northern Star Resources Limited	Western Areas Ltd

Methodology for determining the TSR Peer Group

Composition of the peer group

The peer group is to comprise the constituents of the S&P ASX 300 Metals & Mining Index who are engaged in gold and/or base metals mining in Australia and have to the closest market capitalisation to the Company. The peer group will comprise of no less than 20 and no more than 30 companies.

(1) Adjustments to the peer group

Listed below are a number of events, as well as the implications of these events, that may occur which could affect the structure of the Company’s TSR peer group:

• If a company in the peer group is taken over, that company will be removed from the peer group

• If the acquiring company is in the peer group, that company will remain in the peer group

• If a company in the peer group demerges, the demerged companies will be removed from the peer group

• In the case of a capital reconstruction or capital return, an adjustment to the TSR calculation will be made, if appropriate, depending on the nature of the event

• If a company in the peer group changes its name, it will remain in the peer group

• Where a company’s shares are suspended at the Test Date, the Board shall have the discretion as to how this event shall be treated

• Where a company is delisted from the relevant stock exchange the Board shall have the discretion as to how this event shall be treated.

16 Independence Group NL ABN 46 092 786 304

NOTES

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Notice of Annual General Meeting 2015 17

www.igo.com.au ABN 46 092 786 304

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Lodge your vote:

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----- Start of picture text -----


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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 138368

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 4:00pm (WST) Monday, 14 December 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of 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 or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities 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 or 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 securities 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 securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

Joint Holding: Where the holding is in more than one name, all of the securityholders 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. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder 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 Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form



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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Independence Group NL hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Independence Group NL to be held at the Duxton Hotel, Ballroom, 1 St Georges Terrace, Perth, Western Australia on Wednesday, 16 December 2015 at 4:00pm (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 5, 6 and 7 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you 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.

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Resolution 1 Election of Mr. Keith Spence Resolution 2 Election of Dr. Mark Bennett Resolution 3 Election of Mr. Neil Warburton Resolution 4 Re-election of Mr. Peter Bilbe Resolution 5 Remuneration Report Resolution 6 Issue of Performance Rights to Mr. Peter Bradford Resolution 7 Approval of increase in Directors’ fees Resolution 8 Approval of financial assistance

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

I G O

2 0 6 7 9 1 A