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INVION LIMITED Proxy Solicitation & Information Statement 2015

Apr 23, 2015

65148_rns_2015-04-23_54003ce7-0c93-4f8b-84cb-389371dece5d.pdf

Proxy Solicitation & Information Statement

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Notice of General Meeting

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Invion Limited ACN 094 730 417

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

Location At the offices of McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, QLD 4000 Date On Monday 25 May 2015 Time At 10.00am (Brisbane time)

Special Business

Ratification and approval of previous allotment and issue of Shares under the Share Purchase and Convertible Security Agreement (SPCSA) with the Australian Special Opportunity Fund, LP (ASOF)

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

  • 1 ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the previous issue of 30,021,420 Shares, issued under the SPCSA with ASOF, announced by the Company on 10 November 2014, as detailed in the Explanatory Memorandum accompanying this Notice.’

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

Ratification and approval of previous allotment and issue of share options under the SPCSA with ASOF

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

  • 2 ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the previous issue of 7,000,000 share options, issued under the SPCSA with ASOF, announced by the Company on 10 November 2014, as detailed in the Explanatory Memorandum accompanying this Notice.’

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

Ratification and approval of previous allotment and issue of a convertible security under the SPCSA with ASOF

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, shareholders ratify and approve the previous issue of one (1) convertible security with a face value of $250,000, issued to ASOF, as announced by the Company on 24 March 2015, as detailed in the Explanatory Memorandum accompanying this Notice.’

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

Invion Limited, 2015 Notice of General Meeting

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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:

  • 4 ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the previous issue of 35,826,290 Shares at an issue price of $0.025 (2.5 cents) per Share, issued under a placement to institutional and sophisticated investors as detailed in the Explanatory Memorandum accompanying this Notice.’

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

Dated 15 April 2015 By order of the Board

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Melanie Farris

Company Secretary

Invion Limited, 2015 Notice of General Meeting

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Voting exclusion statement

Listing Rules

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

Resolution 1 - Ratification and approval
of previous allotment and issue of Shares
under the SPCSA with ASOF
The Company will disregard any votes cast on this resolution by
ASOF or any of its associates.
Resolution 2 - Ratification and approval
of previous allotment and issue of share
options under the SPCSA with ASOF
The Company will disregard any votes cast on this resolution by
ASOF or any of its associates.
Resolution 3 - Ratification and approval
of previous allotment and issue of a
convertible security under the SPCSA
with ASOF
The Company will disregard any votes cast on this resolution by
ASOF or any of its associates.
Resolution 4 - Ratification and approval
of previous allotment and issue of
placement shares
The Company will disregard any votes cast on this resolution by
any person who participated in the issue of Shares described in
the Explanatory Memorandum or any of their associates.

However, the Company need not disregard a vote if:

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

  • (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with 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 7.00pm (Sydney time) on Saturday, 23 May 2015.

  • (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.

Invion Limited, 2015 Notice of General Meeting

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Explanatory Memorandum

Invion Limited ACN 094 730 417 ( Company )

This Explanatory Memorandum accompanies the Notice of Meeting for the General Meeting of the Company to be held at the offices of McCullough Robertson Lawyers at Level 11, 66 Eagle Street, Brisbane, Queensland 4000 on Monday 25 May 2015, 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.

Resolution 1 - Ratification and approval of previous allotment and issue of Shares under the Share Purchase and Convertible Security Agreement (SPCSA) with the Australian Special Opportunity Fund, LP (ASOF)

  • 1 The purpose of Resolution 1 is for Shareholders to approve, pursuant to Listing Rule 7.4, Shares issued pursuant to the SPCSA with ASOF, announced by the Company on 10 November 2014, which will otherwise count toward the 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A.

  • 2 Listing Rule 7.1 provides that, subject to certain exceptions, none of which are relevant here, prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of the Shares on issue at the commencement of that 12 month period.

  • 3 The allotment and issue of Shares detailed in this resolution did not exceed the 15% threshold. However, Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rules 7.1 and 7.1A, thereby replenishing that company’s 15% capacity and additional 10% capacity, enabling it to issue further securities up to that limit.

  • 4 Resolution 1 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 in relation to the various allotments and issuances (which in aggregate comprises 30,021,420 Shares):

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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Information Disclosure
Date of issue 10 November 2014
Number of Shares issued 1,663,8941
Issue price and terms of
issue
Shares were issued as 1stCommitment Shares under the SPCSA. The deemed
issue price was $0.061 (6.1 cents) 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Not applicable as issued in lieu of a commitment fee.
Information Disclosure
Date of issue 21 November 2014
Number of Shares issued 1,663,894
Issue price and terms of
issue
Shares were issued as 2ndCommitment Shares under the SPCSA. The deemed
issue price was $0.061 (6.1 cents) 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Not applicable as issued in lieu of a commitment fee.
Information Disclosure
Date of issue 21 November 2014
Number of Shares issued 3,000,000
Issue price and terms of
issue
Shares were issued as Collateral Shares under the SPCSA. The deemed issue
price was $0.061 (6.1 cents) 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Not applicable as issued in lieu of security under the SPCSA.

1 The issue of the 1st Commitment Shares was made under Listing Rule 7.1A.

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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Information Disclosure
Date of issue 18 December 2014
Number of Shares issued 6,521,739
Issue price and terms of
issue
The issue price was $0.046 (4.6 cents) 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Funds raised under the SPCSA have been used for the Company’s general
working capital, and specifically applied to costs associated with the ongoing
development of INV102 (nadolol), INV103 (ala-Cpn10) and INV104 (zafirlukast),
including regulatory costs; the development and maintenance of Invion’s
intellectual property portfolio; three phase II clinical programs and a feasibility
program for inhaled INV102 and INV104.
Information Disclosure
Date of issue 21 January 2015
Number of Shares issued 10,000,000
Issue price and terms of
issue
The issue price was $0.040 (4.0 cents) 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Funds raised under the SPCSA have been used for the Company’s general
working capital, and specifically applied to costs associated with the ongoing
development of INV102 (nadolol), INV103 (ala-Cpn10) and INV104 (zafirlukast),
including regulatory costs; the development and maintenance of Invion’s
intellectual property portfolio; three phase II clinical programs and a feasibility
program for inhaled INV102 and INV104.
Information Disclosure
Date of issue 11 February 2015
Number of Shares issued 1,219,512
Issue price and terms of
issue
The deemed issue price was $0.041 (4.1 cents) per Share. The Shares were
issued on conversion of the previous convertible security under the SPCSA
(which has now been repaid), 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
Theintended use of Fundsraised underthe SPCSA have beenusedforthe Company’s general

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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funds raised working capital, and specifically applied to costs associated with the ongoing development of INV102 (nadolol), INV103 (ala-Cpn10) and INV104 (zafirlukast), including regulatory costs; the development and maintenance of Invion’s intellectual property portfolio; three phase II clinical programs and a feasibility program for inhaled INV102 and INV104.

Information Disclosure
Date of issue 17 February 2015
Number of Shares issued 5,952,381
Issue price and terms of
issue
The deemed issue price was $0.042 (4.2 cents) per Share. The Shares were
issued on conversion of the previous convertible security under the SPCSA
(which has now been repaid), 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
Shares were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Funds raised under the SPCSA have been used for the Company’s general
working capital, and specifically applied to costs associated with the ongoing
development of INV102 (nadolol), INV103 (ala-Cpn10) and INV104 (zafirlukast),
including regulatory costs; the development and maintenance of Invion’s
intellectual property portfolio; three phase II clinical programs and a feasibility
program for inhaled INV102 and INV104.

Directors’ Recommendation

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

Resolution 2 - Ratification and approval of previous allotment and issue of share options under the SPCSA with ASOF

  • 6 The purpose of Resolution 2 is for Shareholders to approve, pursuant to Listing Rule 7.4, share options issued pursuant to the SPCSA with ASOF, announced by the Company on 10 November 2014, which will otherwise count toward the 15% limit under Listing Rule 7.1.

  • 7 Listing Rule 7.1 provides that, subject to certain exceptions, none of which are relevant here, prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of the Shares on issue at the commencement of that 12 month period.

  • 8 The allotment and issue of share options detailed in this resolution did not exceed the 15% threshold. However, Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company’s 15% capacity and enabling it to issue further securities up to that limit.

  • 9 Resolution 2 proposes the approval of the previous allotment and issue of share options for the purpose of satisfying the requirements of Listing Rule 7.4. In compliance with the information

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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requirements of Listing Rule 7.5, members are advised of the following particulars in relation to the allotments and issuances (which in aggregate comprises 7,000,000 share options):

Information Disclosure
Date of issue 10 November 2014
Number of options issued 3,500,000
Issue price and terms of
issue
Share options were issued as 1stCommitment Share Options under the SPCSA.
Share options have an exercise price of $0.0721 per option and an expiry date
of 11 November 2017.
Persons to whom the
options were issued
Share options were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Not applicable as issued in lieu of a commitment fee.
Information Disclosure
Date of issue 21 November 2014
Number of options issued 3,500,000
Issue price and terms of
issue
Share options were issued as 2ndCommitment Share Options under the SPCSA.
Share options have an exercise price of $0.0721 per option and an expiry date
of 22 November 2017.
Persons to whom the
options were issued
Share options were issued to ASOF, pursuant to the SPCSA announced by the
Company on 10 November 2014.
The intended use of
funds raised
Not applicable as issued in lieu of a commitment fee.

Resolution 3 - Ratification and approval of previous allotment and issue of a convertible security to ASOF

  • 10 The purpose of Resolution 3 is for Shareholders to approve, pursuant to Listing Rule 7.4, the issue of one (1) convertible security to ASOF with a face value of $250,000, as announced by the Company on 24 March 2015, the issue and conversion of which will otherwise count toward the 15% limit under Listing Rule 7.1.

  • 11 Listing Rule 7.1 provides that, subject to certain exceptions, none of which are relevant here, prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of the Shares on issue at the commencement of that 12 month period.

  • 12 Assuming conversion into fully paid ordinary shares at 2.5 cents per Share, being the offer price for Shares in the Company’s placement and entitlement offer, announced on 20 March 2015, the convertible security would be convertible to a maximum of 10,000,000 fully paid ordinary shares.

  • 13 If issued as at the date of this Notice of Meeting, the allotment and issue of 10,000,000 fully paid ordinary shares detailed in this resolution would not exceed the 15% threshold.

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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  • 14 Resolution 3 proposes the approval of the issue of one (1) convertible security 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 in relation to the allotment and issue:
Information Disclosure
Date of issue 24 March 2015
Number of securities
issued
one (1)
Issue price and terms of
issue
The convertible security was issued as compensation for the Company
concluding its arrangements with ASOF under the SPCSA.
The convertible security is unsecured and has a face value of $250,000. It is
convertible into Shares, in amounts of no less than $10,000, after an initial lock-
up period to 15 December 2015, subject to certain events allowing for earlier
conversion. The conversion price per Share shall be the lesser of 2.5 cents and
the price per Share equal to 90% of the average of the three lowest daily
VWAPs per Share during the 20 consecutive trading days immediately prior to
the relevant conversion of the security.
Persons to whom the
securities were issued
The convertible security was issued to ASOF, as part of the conclusion of the
arrangements under the SPCSA, as announced by the Company on 20 March
2015.
The intended use of
funds raised
Not applicable.

Resolution 4 - Ratification and approval of previous allotment and issue of placement shares

  • 15 The purpose of Resolution 4 is for Shareholders to approve, pursuant to Listing Rule 7.4, those securities issued in a placement to institutional and sophisticated investors which completed on 27 March 2015, which will otherwise count toward the 15% limit under Listing Rule 7.1.

  • 16 Listing Rule 7.1 provides that, subject to certain exceptions, none of which are relevant here, prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of the Shares on issue at the commencement of that 12 month period.

  • 17 The allotment and issue of securities detailed in this resolution did not exceed the 15% threshold. However, Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company’s 15% capacity and enabling it to issue further securities up to that limit.

  • 18 Resolution 4 proposes the approval of the previous allotment and issue of securities 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 in relation to the allotment and issue:

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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Information Disclosure
Date of issue 27 March 2015
Number of Shares issued 35,826,290
Issue price and terms of
issue
The issue price was $0.025 (2.5 cents) 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
Institutional and sophisticated investors including clients and contacts of
Morgans Corporate Limited and Patersons Securities Limited.
The intended use of
funds raised
Funds raised will be used for the Company’s general working capital, and
specifically applied to costs associated with the ongoing development of
INV102 (nadolol), INV103 (ala-Cpn10) and INV104 (zafirlukast), including
regulatory costs; the development and maintenance of Invion’s intellectual
property portfolio; three phase II clinical programs and a feasibility program
for inhaled INV102 and INV104.

Directors’ Recommendation

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

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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Glossary Invion Limited ACN 094 730 417

ASOF means The Australian Special Opportunity Fund, LP. 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. General Meeting means the Company’s general meeting being held on 25 May 2015, and the subject of this Notice of Meeting. Listing Rules means the listing rules of ASX. Notice of Meeting means the notice of meeting and includes the Explanatory Memorandum. SPCSA means the share purchase and convertible security agreement dated 10 November 2014 between the Company and ASOF. Shareholder means a person who is the registered holder of Shares. Shares means the existing fully paid ordinary shares in the Company.

Invion Limited, 2015 General Meeting: Explanatory Memorandum

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Invion Limited ACN 094 730 417

LODGE YOUR VOTE 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  ALL ENQUIRIES TO Telephone: 1300 554 474

X99999999999 X99999999999 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 Extraordinary General Meeting of the Company to be held at 10:00am on Monday, 25 May 2015 at McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting. 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 For Against Abstain * 1 Ratification and approval of previous allotment and issue of Shares under the Share Purchase and Convertible Security Agreement (SPCSA) with the Australian Special Opportunity Fund, LP (ASOF)

2 Ratification and approval of previous allotment and issue of share options under the SPCSA with ASOF

3 Ratification and approval of previous allotment and issue of a convertible security under the SPCSA with ASOF 4 Ratification and approval of previous allotment and issue of placement shares  * 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 PRX501F

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

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, 23 May 2015, 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.

APPOINTMENT OF PROXY

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

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.

  • BY MAIL

  • Invion Limited

  • C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

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.

  • BY FAX +61 2 9287 0309

  • BY HAND

delivering it to Link Market Services Limited*

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

1A Homebush Bay Drive

You may direct your proxy how to vote by placing a mark in one of the 1A Homebush Bay Drive boxes opposite each item of business. All your shares will be voted in Rhodes NSW 2138 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 (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.

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

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 EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.