TRANSMETRO CORPORATION LIMITED — Proxy Solicitation & Information Statement 2016

Oct 25, 2016

Transmetro Corporation Limited ABN 45 001 809 043

Lodge your Vote:

By Mail: Suite 53, Level 3, 330 Wattle Street, Ultimo Sydney NSW 2007

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Alternatively you can fax your form to (within Australia) (02) 8217 3300 (Outside Australia) +61 2 8217 3300

Proxy Form

For your vote to be effective it must be received by 10:00 am Tuesday 22nd November 2016

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

Voting a portion of your holding : indicate a portion of your

voting rignts 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 securites 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.

Signing Instructions

Individual: where the holding is 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:

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 Corporation 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 have the corporate letter which must be executed under its Common Seal.

A proxy need not be a securityholder of the Company.

Turn over to complete the form

Transmetro Corporation Limited ABN 45 001 809 043

SIGN

Step 1

Proxy Form

Appoint a Proxy to Vote on Your Behalf

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Please Mark X to indicate your directions

I/We being a member/s of Transmetro Corporation Ltd and with the entitlement to attend the Annual General Meeting and vote, hereby appoint

PLEASE NOTE: leave this box the Chairman of OR blank if you have seletected the the Meeting Chairman of the 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, as the proxy sees fit) at the Annual General Meeting of Transmetro Corporation Limited to be held at

Suite 53, Level 3, 330 Wattle Street Ultimo Sydney NSW 2007 on Thursday, 24/11/2016 at 10:00 am and at any adjournment of that meeting.

Important for Item 4 ‐ If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 4 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 Item 4, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on these items. 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 Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 4)

The Chairman of the Meeting intends to vote all available proxies in favour of Item 4 of business

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 4(except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 4 is connected directly or indirectly with the remuneration of a member of key management personnel [and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as

Step 2

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.

ORDINARY BUSINESS	For Against Abstain
Item 1 To adopt the reports and accounts
Item 2 To elect Mr A Notley as a Director
Item 3 To set fees payable to Non‐Executive Directors of the Company be increased from $9,399 per annum to $41,369 per annum, to be divided amongst the Non‐Executive Directors as they so determine.
Item 4 To consider, and if thought fit, pass the following resolution as an ordinary resolution: " That the Remuneration Report for the financial year ended 30 June 2016 be adopted".

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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 : / /