INVION LIMITED — AGM Information 2016

Oct 10, 2016

2016 Notice of Annual General Meeting

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Invion Limited ACN 094 730 417

Notice is given that the Annual General Meeting of Invion Limited ACN 094 730 417 ( Company ) will be held:

Location	Level 28, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000
Date	On Monday, 14 November 2016
Time	At 10:00am(Brisbane time)

Ordinary Business

Financial statements and reports

To consider and receive the financial report, the Directors’ report and the auditor’s report for the year ended 30 June 2016.

Directors’ remuneration report

To consider and, if in favour, pass the following resolution in accordance with section 250R(2) of the Corporations Act:

• 1 ‘That the Remuneration Report be adopted.’

• Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

Re-election of Directors

Re-election of Dr Mitchell Glass

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 2 ‘That Dr Mitchell Glass, an Executive Director, who retires by rotation in accordance with rule 16.1 of the Constitution, and being eligible, be re-elected as a Director of the Company.’

• Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors, with Dr Mitchell Glass abstaining, unanimously recommend that you vote in favour of this resolution.

Special business

Ratification and approval of previous allotment and issue of placement Shares

To consider, and if in favour, to pass the following resolution as an ordinary resolution:

• 3 ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval be given for the previous issue of 71,534,244 Shares at an issue price of $0.0073 per Share, issued under a placement

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to sophisticated and professional investors as part of the placement announced by the Company on 10 December 2015, as detailed in the Explanatory Memorandum accompanying this Notice.’

The Directors unanimously recommend that you vote in favour of this resolution.

Approval of additional 10% capacity to issue Shares under Listing Rule 7.1A

To consider and, if in favour, to pass the following resolution as a special resolution:

• 4 ‘For the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, on the terms and conditions set out in the Explanatory Memorandum.’

The Directors unanimously recommend that you vote in favour of this resolution.

Dated 11 October 2016 By order of the Board

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Melanie Farris

Company Secretary

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Voting exclusion statement

Corporations Act

	Resolution 1- Adoption of the Remuneration Report	The Company will disregard votes cast by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast by such persons as proxy unless the appointment specifies the way the proxy is to vote on the resolution and the vote is not cast on behalf of a person that is prohibited from voting.

Listing Rules

In accordance with Listing Rule 14.11, the Company will disregard votes cast by:

Resolution 3 - Ratification and approval of previous allotment and issue of placementShares

Any person who participated in the issue of placement Shares described in the Explanatory Memorandum or any of their associates.

Resolution 4 - Approval of additional capacity to issue Shares under Listing Rule 7.1A

A person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or an associate of such person. NB. In accordance with Listing Rule 14.11.1 and the relevant Note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

However, the Company need not disregard a vote if:

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

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

Notes

• (a) Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have the meaning given to them in the Explanatory Memorandum.

• (b) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (c) The proxy need not be a Shareholder of the Company. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.

• (e) A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (f) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of Shareholders as at 7.00 pm (Brisbane time) on Thursday, 10 November 2016.

• (g) If you have any queries on how to cast your votes then call the Company Secretary on +61 7 3295 0500 during business hours.

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Explanatory Memorandum

Invion Limited ACN 094 730 417 ( Company )

This Explanatory Memorandum accompanies the Notice of Meeting for the Annual General Meeting of the Company to be held at Level 28, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on Monday, 14 November 2016 at 10:00am (Brisbane time).

The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice of Meeting.

Ordinary Business

Financial statements and reports

• 1 The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the report of the Directors, the auditor’s report and the annual financial report be laid before the Annual General Meeting.

• 2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports.

• 3 Shareholders will be given reasonable opportunity at the meeting to raise questions and make comments on these reports.

• 4 In addition to asking questions at the meeting, Shareholders may address written questions to the Chairman about the management of the Company or to the Company’s auditor, Ernst & Young, if the question is relevant to:

• (a) the content of the auditor’s report; or

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

• Note: Under section 250PA(1) of the Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

• 5 Written questions for the auditor must be delivered by Monday, 7 November 2016. Please send any written questions for Ernst & Young to:

The Company Secretary GPO Box 1557 Brisbane, QLD, 4001

or via email to: investor@inviongroup.com

Resolution 1: Remuneration Report

• 6 The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the year ended 30 June 2016. A copy is available on the Company’s website.

• 7 The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders.

• 8 The resolution of Shareholders is advisory only and not binding on the Company. The Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues.

• 9 The remuneration report:

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• (a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and

• (b) explains Board policies in relation to the nature and value of remuneration paid to nonexecutive Directors, executives and senior managers within the Company.

• 10 The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the remuneration report.

Directors’ Recommendation

11 As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, makes no recommendation regarding this resolution.

Re-election of Directors

• 12 Rule 16.1 of the Constitution requires that, at every Annual General Meeting, one-third of the Directors (excluding the Managing Director) must retire from office and stand for re-election.

• 13 The Directors to retire under rule 16.1 are those who have been in office the longest since being appointed. The Board has determined that the following Directors will retire from office under rule 16.1 of the Constitution and stand for re-election:

• (a) Dr Mitchell Glass.

Resolution 2: Re-election of Dr Mitchell Glass

• 14 Dr Mitchell Glass retires from office under rule 16.1 of the Constitution and stands for re-election.

• 15 Dr Glass is a 25 year veteran of the pharmaceutical industry. His experience is broad, ranging from senior positions in top ten pharmaceutical companies, to investment in and management of startups and biotech companies. After seven years of research, teaching and patient care at the University of Pennsylvania, Dr Glass joined ICI Pharmaceuticals in 1988 where he established the pulmonary therapeutics group and led the development and submission of the antileukotriene ACCOLATE®. From 1995-6, Dr Glass was vice president and director at SmithKline Beecham where he was responsible for cardiovascular, respiratory, renal and metabolic drug development and commercialisation, including submission of the NDA/MAA for COREG®. From 1998 to 2003, Dr Glass was chief medical officer and vice president of clinical development and regulatory affairs of AtheroGenics Inc. (AGIX), where he led product development from investigational new drug application to initiation of Phase 3 for AGI1067 and was a member of the initial public offering team. Dr Glass joined AQUMEN Biopharmaceuticals KK and NA as chief executive officer of AQUMEN NA and a main board director. Since 2008, Dr Glass has been a director of OrphageniX Inc. (gene editing) and AVATAR Biotechnologies (biosimilars) and a consultant in research and development and fundraising to early stage therapeutics companies. Dr Glass graduated from the University of Chicago and is board certified in internal medicine, pulmonary and critical care medicine.

• 16 Special responsibilities:

• (a) appointed Executive Director and Chief Medical Officer on 31 August 2012 (and was last subject to re-election on 21 November 2014).

Directors’ Recommendation

• 17 The Directors, with Dr Mitchell Glass abstaining, unanimously recommend the re-appointment of Dr Glass to the Board.

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Special business

Ratification and approval of previous allotment and issue of placement Shares

Resolution 3 - Ratification and approval of previous allotment and issue of placement Shares

• 18 The purpose of Resolution 3 is for Shareholders to ratify and approve, pursuant to Listing Rule 7.4, those securities issued and allotted in a placement to sophisticated and professional investor which completed on 10 December 2015, which would otherwise count toward the 10% limit under Listing Rule 7.1A.

• 19 ASX Listing Rule 7.1A enables certain eligible entities to seek Shareholder approval to issue equity securities up to 10% of its issued share capital over a 12 month period after the annual general meeting at which a resolution for the purposes of ASX Listing Rule 7.1A is passed by special resolution. This 10% placement capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. The Company obtained approval from Shareholders to issue equity securities under ASX Listing Rule 7.1A at its annual general meeting on 18 November 2015.

• 20 A note to ASX Listing Rule 7.4 provides that an issue of securities made under ASX Listing Rule 7.1A can be ratified by Shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of securities, the issue will not reduce the Company’s placement capacity under ASX Listing Rule 7.1A. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 25% aggregate annual placement capacity set out in Listing Rules 7.1 and 7.1A without the requirement to obtain prior Shareholder approval and the Shares issued under the placement will also be included for the purposes of variable “A” in the formulae in Listing Rules 7.1 and 7.1A from which the Company’s ongoing placement capacity is calculated (subject to Resolution 4 being passed).

• 21 Resolution 3 proposes the approval of the previous allotment and issue of Shares for the purpose of satisfying the requirements of Listing Rule 7.4. In compliance with the information requirements of Listing Rule 7.5, members are advised of the following particulars:

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Information	Disclosure
Date of issue	10 December 2015
Number of Shares issued	71,534,244
Issue price and terms of issue	The issue price was $0.0073 per Share. The Shares were issued as fully paid ordinary shares, ranking equally with all other ordinary shares and having identical rights to existing ordinary shares and are quoted on ASX.
Persons to whom the Shares were issued	The Shares were issued to sophisticated and professional investors who were pre-existing Shareholders. .
The intended use of funds raised	Funds raised were used for the Company’s general working capital, and specifically applied to costs associated with the business development and partnering of INV102 (nadolol), INV103 (ala-cpn10) and INV104 (zafirlukast).

Directors’ Recommendation

• 22 The Directors unanimously recommend that you vote in favour of this resolution.

Resolution 4: Approval of additional 10% capacity to issue equity securities under Listing Rule 7.1A

• 23 ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12 month period without requiring Shareholder approval. In accordance with Listing Rule 7.1A, eligible entities (companies that are outside the S&P/ASX 300 index and that also have a market capitalisation of $300 million or less) can issue a further 10% of share capital in 12 months on a nonpro rata basis, determined in accordance with the following formula prescribed in Listing Rule 7.1A.2:

(A x D) – E

Where:

A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% capacity pursuant to Listing Rule 7.1 without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

• D is 10%.

E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

• 24 Additional disclosure obligations are imposed when the special resolution is proposed, when securities are issued and when any further approval is sought. For the purposes of Listing Rule 7.3A the Company provides the following information:

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Minimum price at which the equity securities may be issued	The issue price of each equity security must be no less than 75% of the volume weighted average price for the equity securities calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the securities are to be issued is agreed; or (b) if the securities are not issued within 5 trading days of the date in paragraph(a),the date on which the securities areissued.
Risk of economic and voting dilution	An issue of equity securities under Listing Rule 7.1A involves the risk of economic and voting dilution for existing Shareholders. The risks include: (a) the market price for Shares may be significantly lower on the issue date than on the date of the approval under Listing rule 7.1A; and (b) the equity securities may be issued at a price that is at a discount to the market price for the Shares on the issue date. In accordance with Listing Rule 7.3A.2 a table describing the notional possible dilution, based upon various assumptions as stated,is setoutbelow.
Date by which the Company may issue the securities	The period commencing on the date of the annual general meeting (to which this Notice relates) at which approval is obtained and expiring on the first to occur of the following: (a) the date which is 12 months after the date of the annual general meeting at which approval is obtained; and (b) the date of the approval by holders of the Company’s ordinary securities of a transaction under Listing Rules 11.1.2 or 11.2. The approval under Listing Rule 7.1A will cease to be valid in the event that holders of the Company’s ordinary securities approve a transaction under Listing Rules11.1.2or 11.2.
Purposes for which the equity securities may be issued, including whether the Company may issue them for non-cash consideration	It is the Board’s current intention that any funds raised pursuant to an issue of equity securities will be applied towards the continued commercialisation of the Company’s drug development portfolio. This would principally include: (a) development activities; (b) clinical trial costs; (c) regulatory approvals; (d) intellectual property portfolio costs; and (e) overhead including staff and office costs, audit and compliance expenses, and ASX fees. The Company reserves the right to issue equity securities for non-cash consideration, including for payment of service or consultancy fees and costs. The Company also reserves the rights to utilise funds or equity securities to acquire complimentary drug assets or intellectualproperty.
Details of the Company’s allocation policy for issues under approval	The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to Listing Rule 7.1A. The identity of the allottees will be determined on a case-by-case basis having regard to the factors including but not limited to the following: (a) the methods of raising funds that are available to the Company including, but not limited to, rights issues or other issues in which existing Shareholders can participate; (b) the effect of the issue of equity securities under Listing Rule 7.1A on the control of the Company; (c) thefinancialsituationand solvency of the Company; and

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(d) advice from corporate, financial and broking advisers (if applicable). The allottees under the Listing Rule 7.1A facility have not been determined as at the date of this Notice of Meeting 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 its acquisitive growth strategy as outlined above, it is likely that the allottees under the Listing Rule 7.1A facility will be or include the vendors of the relevant target company or companies.

Previous approvals under Listing Rule 7.1A

The Company first sought approval under Listing Rule 7.1A at the 2012 Annual General Meeting. Shareholders voted in approval at that Meeting. The Company sought further approval at the 2013, 2014 and 2015 Annual General Meetings, and Shareholdersvotedinapprovalat thoseMeetings.

Information under Listing Rule 7.3A.6(a):

25 The table below shows the total number of equity securities issued in the past 12 months preceding the date of the AGM and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities on issue at the date of the 12 month period preceding the AGM	1,009,261,703 Comprising 894,247,068 Shares and an aggregate of 115,014,635 options
Equity securities issued in the 12 months preceding the date of the AGM	347,829,205 Comprising 342,824,205 Shares and an aggregate of 5,005,000 options.
Percentage these issues represent of total number of equity securities on issue at commencementof 12 monthperiod	34.46%

Information under Listing Rule 7.3A.6(b):

26 The tables below set out specific details for each issue of equity securities that has taken place in the 12 month period preceding the date of the AGM.

	Overview of issue	On 10 November 2014, the Company announced it had entered into a share purchase and convertible security agreement (SPCSA) with The Australian Special Opportunity Fund, LP (ASOF). On 24 March 2015, as compensation for ASOF giving up its various rights under the SPCSA, the Company issued a convertible security to ASOF with a face value of $250,000. Shares issued as noted in this section are on conversion, in three stages, of the Convertible Security. The current facevalue of the Convertible Securityiszero ($0.00)

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Date, number and price of shares issued pursuant to SPSCA with ASOF	1. 17 December 2015: 12,500,000 Shares at a deemed issue price of $0.006, being 90% of the average of 3 daily VWAPs (rounded down) Shares chosen in accordance with the terms of the convertible security. 2. 7 January 2016: 20,000,000 Shares at a deemed issue price of $0.005, being 90% of the average of 3 daily VWAPs (rounded down) of Shares chosen in accordance with the terms of the convertible security. 3. 27 January 2016: 18,750, 000 Shares at a deemed issue price of $0.004, being 90% of the average of 3 daily VWAPs (rounded down) of Invion shares chosen in accordance with the Convertible Security Deed.
Class of equity securities and summary of terms	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons were determined	The Australian Special Opportunity Fund, LP
Discount to market price (ifany)	As specified above
For cash issues
Total cash consideration received	No cash consideration received. Convertible Security was issued on 24 March 2015 as compensation for ASOF giving up itsvariousrights under the SPCSA.
Amountof cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of cash (ifany)	N/A
For non-cash issues
Non-cash consideration paid	Convertible security was issued on 24 March 2015 as compensation for ASOF giving up its various rights under the SPCSA.The convertible securityhas been fully converted.
Current value of that non-cash **consideration **	Nil ($0.00)
Date of issue	10December 2015
Number of securities issued	220,039,961
Class of equity securities and summary of terms	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons were determined	Shares were issued under a share purchase plan to existing Shareholders.
Price	$0.0073

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Discount to market price (if any)	10% discount to the five day VWAP of Shares traded on the ASX up to and including the day before the allotment date.
For cash issues
Total cash consideration received	$1,606,293
Amountof cash consideration spent	Thefullcashconsideration has beenspentorallocated
Use of cash consideration	Funds have been applied to the Company’s general working capital which includes costs associated with the ongoing business development and partnering activities for INV102 (nadolol), INV103 (ala-Cpn10), and INV104 (zafirlukast).
Intended use for remaining amount of cash (ifany)	N/A
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash **consideration **	N/A

Date of issue	10 December 2015
Number of securities issued	71,534,244
Class of equity securities and summary of terms	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons were determined	Shares were issued to sophisticated and professional investors who were pre-existing Shareholders.
Price	$0.0073
Discount to market price (if any)	10% discount to the five day VWAP of Shares traded on the ASXupto andincludingthe day beforethe allotmentdate.
For cash issues
Total cash consideration received	$522,200
Amountof cash consideration spent	Thefullcashconsideration has beenspentorallocated
Use of cash consideration	Funds have been applied to the Company’s general working capital which includes costs associated with the ongoing business development and partnering activities for INV102 (nadolol), INV103 (ala-Cpn10), and INV104 (zafirlukast).
Intended use for remaining amount of cash (ifany)	N/A
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash **consideration **	N/A
Date of issue	17 December 2015
Number of securities issued	5,005,000 options

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Class and type of equity security	Options to acquire Shares. Once Shares are allotted upon exercise of the options the participant will hold the Shares free of restrictions. The Shares will rank for dividends declared on or after the date of issue but will carry no right to receive any dividend before the date of issue. A holder of options is not entitled to participate in dividends, a new issue of Shares or other securities made by the Company to Shareholders merely because he or she holds options. However, if a pro rata bonus or cash issue of securities is awarded by the Company, the Company in its absolute discretion may adjust the number of Shares over which an option exists and the exercise price in the manner specified in Listing Rule 6.22, in which case written noticewillbe given tothe option holder.
Summary of terms	Options have an exercise price of $0.0175 per option and an expiry date of 18November 2020.
Names of persons who received securities or basis on which those persons were determined	The options were issued to H.C. Wainright & Co. The Shareholders previously approved the issue at the 2015 annual general meeting.
Price	The optionswereissuedfor nilconsideration.
Discount to market price (ifany)	N/A
For cash issues
Total cash consideration received	N/A
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of cash (ifany)	N/A
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash **consideration **	N/A

Information under Listing Rule 7.3A.2:

• 27 The table below describes the potential dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

• 28 The table also shows:

• (a) 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

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

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Shares on issue Variable ‘A’ in Listing Rule 7.1A.2
			Dilution
		$0.002 50% decrease in Issue Price	$0.004 Current Issue Price	$0.008 100% increase in Issue Price
Current Variable A*	10% Voting Dilution	123,707,127	123,707,127	123,707,127
1,237,071,273	Funds raised	$247,414.25	$494,828.51	$989,657.02
50% increase in current Variable A*	10% Voting Dilution	185,560,691	185,560,691	185,560,691
1,855,606,909.5	Funds raised	$371,121.38	$742,242.76	$1,484,485.53
100% increase in current Variable A*	10% Voting Dilution	247,414,255	247,414,255	247,414,255
2,474,142,546	Funds raised	$494,828.51	$989,657.02	$1,979,314.04

*Note: Current Variable A refers to the calculation required by Listing Rule 7.1A.2, which equates to the current issued share

• capital of the Company (as at 14 September 2016).

• 29 The table has been prepared on the following assumptions:

• (a) Variable A has been calculated on the assumption that resolution 3 is approved by Shareholders.

• (b) The Company issues the maximum number of Shares available under the 10% Listing Rule 7.1A approval.

• (c) No options are exercised to convert into Shares before the date of the issue of the Shares available under Listing Rule 7.1A.

• (d) 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%.

• (e) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of share issue under Listing Rule 7.1A, based on that Shareholder’s holding at the date of the Annual General Meeting.

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

• (g) The issue of equity securities under Listing Rule 7.1A consists only of Shares.

• (h) The current issue price is $0.004, being the closing price of the Shares trading on ASX on 9 September 2016.

Directors’ Recommendation

• 30 The Directors unanimously recommend that you vote in favour of this resolution.

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Glossary Invion Limited ACN 094 730 417

Annual General Meeting means the Company’s annual general meeting the subject of this Notice of Meeting. ASX means ASX Limited ABN 98 008 624 691 or the securities market which it operates, as the context requires. Board means the board of directors of the Company. Company means Invion Limited ACN 094 730 417. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Directors means the directors of the Company. Explanatory Memorandum means the explanatory memorandum attached to the Notice of Meeting. Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise). Listing Rules means the listing rules of ASX. Notice of Meeting means the notice of meeting and includes the Explanatory Memorandum. Remuneration Report means the section of the Directors’ report for the year ended 30 June 2016 that is included under section 300A(1) of the Corporations Act. Shares means fully paid ordinary shares issued in the capital of the Company. Shareholder means a person who is the registered holder of Shares. VWAP Volume weighted average price.

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Invion Limited ABN 76 094 730 417

LODGE YOUR VOTE

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ONLINE

www.linkmarketservices.com.au

BY MAIL  Invion Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM

I/We being a member(s) of Invion Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Monday, 14 November 2016 at Level 28, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

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For Against Abstain
1 Remuneration Report
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• 2 Re-election of Dr Mitchell Glass

Special Business

• 3 Ratification and approval of previous allotment and issue of placement Shares

• 4 Approval of additional 10% capacity to issue Shares under Listing Rule 7.1A Special Business

 * If you mark the Abstain box for a particular Item, 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.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

IVX PRX1601C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two 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 or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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 your votes. Fractions of votes will be disregarded; and

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Saturday, 12 November 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL 

Invion Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.