IGO LIMITED — Proxy Solicitation & Information Statement 2011

Oct 19, 2011

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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INDEPENDENCE GROUP NL

REGISTERED OFFICE:

ABN: 46 092 786 304

Suite 4 Level 5 South Shore Centre 85 South Perth Esplanade SOUTH PERTH WA 6151

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: IGO Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR The Chairman of the Meeting The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairman of the Meeting). or failing the person named, or if no person 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, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10.00am (WST) on Wednesday, 23 November 2011 at The Wardle Room, Perth Concert Hall, 5 St Georges Tce, Perth Western Australia and at any adjournment of that Meeting. Proxies will be valid and accepted if they are signed and received no later than 48 hours before the Meeting.

Important for Resolutions 2, 3, 4 and 5 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking the box immediately below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolutions 2, 3, 4 and 5 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 2, 3, 4 and 5, the Chairman of the Meeting will not cast your votes on Resolutions 2, 3, 4 and 5 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Section B below (for example if you wish to vote for, against or abstain from voting) or by marking the box immediately below (in which case the Chairman of the Meeting will vote in favour of Resolutions 2, 3, 4 and 5).

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

• I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolutions 2, 3, 4 and 5 (except where I/we have indicated a different voting intention below in Section B) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 2, 3, 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel and even if the Chairman of the Meeting has an interest in the outcome of these Resolutions and that the votes cast by the Chairman of the Meeting, other than as a proxy holder, would be disregarded because of that interest.

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SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

For Against Abstain*

Resolution

1. Re-Election of Dr Rod Marston

2. Remuneration Report

3. Approval of Performance Rights Plan

4. Approval of potential termination benefits under Performance Rights Plan

5. Issue of Performance Rights to Mr Christopher Bonwick

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The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions

* If you mark the Abstain box for a particular Resolution, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Please Sign Below

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

Individual or Security Holder Security Holder 2 Security Holder 3

Sole Director and Sole Company Secretary Director

Director / Company Secretary

2226460899

Reference Number:

IGO

1

1

My/Our contact details in case of enquiries are: NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is your name and address as it appears on the Share Register of Independence Group NL. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section A of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairman of the Meeting as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairman of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the Meeting, the Chairman of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Independence Group NL. A Proxy may be an individual or a body corporate.

5. 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, either of the Shareholders may sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

Corporate Representative: If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the Meeting. A form of the certificate may be obtained from the Company's share registry.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each Resolution in Section B. All your securities will be voted in accordance with this direction unless you specify that only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of securities you wish to vote in the appropriate box. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

If you do not mark any of the boxes on the Resolutions in Section B, your Proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.00am (WST) on Monday, 21 November 2011 , being 48 hours before the time for holding the Meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

• (b) Return both forms in the same envelope.

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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