XREALITY GROUP LTD - AGM Information 2015

INDOOR SKYDIVE AUSTRALIA GROUP LIMITED

ABN: 39 154 103 607

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25
September
2015

Dear
Shareholders,

AGM It
is
my
pleasure
to
invite
you
to
the
2015
Annual
General
Meeting
( )
of
Indoor
Skydive
Australia Group
Limited
( ISA
Group or
the Company ).
The
AGM
will
take
place
on
Tuesday
27
October
2015
at
our Penrith
facility,
iFly
Downunder
123
Mulgoa
Road
Penrith
NSW
2750
at
10am
(Sydney
time).
A
copy
of the
Notice
of
Meeting
is
attached.

At
the
AGM,
we
will
consider:

Our
financial
and
statutory
reports
for
2015;
The
re-‐appointment
to
the
Board
of
Directors
of
Ken
Gillespie;
The
approval
of
the
grant
of
Performance
Rights
to
executive
Directors,
Wayne
Jones
and
Danny Hogan;
Approval
to
allow
the
Company
to
issue
up
to
an
additional
10%
of
the
Company’s
issued
capital under
Listing
Rule
7.1A.

The
approval
to
issue
up
to
an
additional
10%
of
the
Company’s
issued
capital
under
Listing
Rule
7.1A allows
the
Company
to
be
flexible
and
in
a
position
to
act
on
opportunities
as
they
arise.
For
example,
the Company
made
an
issue
under
Listing
Rule
7.1A
on
12
November
2014
which
underpinned
the
success
of the
capital
raising
being
conducted
at
that
time
to
support
the
construction
of
our
Perth
facility
and
to refinance
the
convertible
note
which
provided
partial
funding
for
our
Gold
Coast
facility
development. We
would
like
to
continue
to
have
the
flexibility
provided
by
this
rule
and
are
therefore
again
seeking approval
from
you
in
accordance
with
Listing
Rule
7.1A.
This
resolution
is
a
special
resolution
and requires
75%
of
votes
to
be
passed.

You
will
also
be
asked
to
cast
a
non-‐binding
vote
in
respect
of
the
adoption
of
the
Remuneration
Report. The
Remuneration
Report
details
ISA
Group’s
remuneration
policy
and
discloses
the
remuneration
of
ISA Group’s
senior
executives
and
Board
members.
The
Remuneration
Report
can
be
found
in
the
Directors’ Report
section
of
the
Annual
Report.

All
resolutions
are
explained
in
more
detail
in
the
Notice
of
Meeting
and
the
Explanatory
Memorandum enclosed
with
this
letter.
For
those
shareholders
unable
to
attend
the
AGM,
the
results
will
be
released on
the
ASX
as
soon
as
possible
after
the
conclusion
of
the
meeting
and
be
available
on
our
website, www.indoorskydive.com.au.

We
look
forward
to
seeing
you
on
27
October
2015
at
our
Penrith
facility.

Yours
sincerely

==> picture [133 x 82] intentionally omitted <==

Lt
Gen
Ken
Gillespie Chairman

| 2015 AGM

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE
is
given
that
the
2015
Annual
General
Meeting
of
shareholders
of
Indoor
Skydive
Australia
Group Limited
(the Company )
will
be
held
at
iFly
Downunder,
123
Mulgoa
Road,
Penrith
on
Tuesday
27
October 2015
at
10.00
am
(Sydney
time).

AGENDA

**A. Reports

and
Accounts**

To
receive
and
consider
the
Financial
Report,
the
Director’s
Report
and
the
Auditor’s
Report
for
the
year ended
30
June
2015.

Unless
the
Company’s
Share
Registry
has
been
notified
otherwise,
shareholders will
not be
sent
a
hard copy
of
the
annual
report.
All
shareholders
can
view
the
annual
report,
which
contains
the
financial report
for
the
year
ended
30
June
2015
on
the
Company’s
website,
www.indoorskydive.com.au.

**B. Questions

and
Comments**

Following
the
consideration
of
the
reports,
the
Chairman
will
give
shareholders
a
reasonable
opportunity to
ask
questions
about,
or
comment
on,
the
management
of
the
Company.
The
Chairman
will
also
give shareholders
a
reasonable
opportunity
to
ask
the
auditor
questions
relevant
to:

(a) The
conduct
of
the
audit;
(b) The
preparation
and
content
of
the
independent
audit
report;
(c) The
accounting
policies
adopted
by
the
Company
in
relation
to
the
preparation
of
the financial
statements;
and
(d) The
independence
of
the
auditor
in
relation
to
the
conduct
of
the
audit.

The
Chairman
will
also
give
the
auditor
a
reasonable
opportunity
to
answer
written
questions
submitted by
shareholders
that
are
relevant
to
the
content
of
the
independent
audit
report
or
the
conduct
of
the audit.
A
list
of
written
questions,
if
any,
submitted
by
shareholders
will
be
made
available
at
the
start
of the
AGM
and
any
written
answer
tabled
by
the
auditor
at
the
AGM
will
be
made
available
as
soon
as practical
after
the
AGM.

**C. Items

for
Approval**

**1. Re-‐election

of
Ken
Gillespie**

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

“That
Ken
Gillespie,
who
retires
in
accordance
with
clause
11.5(a)
of
the
Company’s
Constitution
and Listing
Rule
14.4,
and
having
offered
himself
for
re-‐election
and
being
eligible,
is
hereby
re-‐elected
as
a Director
of
the
Company.”

**2. Issue

of
Performance
Rights
to
Wayne
Jones**

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

‘That
the
grant
of
228,554
Performance
Rights
to
the
Director
and
Chief
Executive
Officer
of
the Company,
Way ne
Jones,
under
the
Indoor
Skydive
Australia
Group
Limited
Performance
Rights
Plan,
as described
in
the
Explanatory
Memorandum,
be
approved
for
all
purposes,
including
for
the
purpose
of
ASX Listing
Rule
10.14.”’

2 2015 AGM |

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**3. Issue

of
Performance
Rights
to
Danny
Hogan**

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

‘That
the
grant
of
228,554
Performance
Rights
to
the
Director
and
Chief
Operations
Officer
of
the Comp any,
Danny
Hogan,
under
the
Indoor
Skydive
Australia
Group
Limited
Performance
Rights
Plan,
as described
in
the
Explanatory
Memorandum,
be
approved
for
all
purposes,
including
for
the
purpose
of
ASX Listing
Rule
10.14.”’

**4. Adoption

of
Remuneration
Report**

To
consider
and,
if
thought
fit,
to
pass
the
following
resolution
as
an
advisory
resolution
of
the
Company:

“Th at,
the
Remuneration
Report
of
the
Company
for
the
financial
year
ended
30
June
2015
is
adopted.”

In
accordance
with
section
250R
of
the Corporations
Act
2001
(Cth) (Corporations
Act),
the
vote
on
this resolution
will
be
advisory
only.

5. Approval
to
issue
an
additional
10%
of
the
issued
capital
of
the
Company
over
a
12
month
period pursuant
to
Listing
Rule
7.1A
(Special
Resolution)

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

“That,
pursuant
to
and
in
accordance
with
ASX
Listing
Rule
7.1A,
and
for
all
other
purposes,
the
issue
of securities
in
the
Company
of
up
to
10%
of
the
issued
capital
of
the
Company
(at
the
time
of
issue) calculated
in
accordance
with
the
formula
prescribed
in
ASX
Listing
Rule
7.1A.2,
over
a
12
month
period from
the
date
of
the
Annual
General
Meeting,
at
a
price
not
less
than
that
determined
pursuant
to
Listing Rule
7.1A.3
and
otherwise
on
the
terms
and
conditions
in
the
Explanatory
Memorandum,
be
and
is
hereby approved.”

**VOTING

EXCLUSION
STATEMENT**

_**Resolution

1**_

The
Company
will,
in
accordance
with
ASX
Listing
Rule
14.11,
disregard
any
votes
cast
in
respect
of Resolution
1
by
Ken
Gillespie
and
his
associates.
However,
the
Company
need
not
disregard
a
vote
cast on
the
resolution
if:

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
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.

_**Resolution

2**_

The
Company
will,
in
accordance
with
ASX
Listing
Rule
14.11
and
10.15A.3,
disregard
any
votes
cast
in respect
of
Resolution
2
by
Wayne
Jones
and
his
associates.
However,
the
Company
need
not
disregard
a vote
cast
on
the
resolution
if:

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
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.

| 2015 AGM

NOTICE OF 2015 ANNUAL GENERAL MEETING Continued

_**Resolution

3**_

The
Company
will,
in
accordance
with
ASX
Listing
Rule
14.11
and
10.15A.3,
disregard
any
votes
cast
in respect
of
Resolution
3
by
Danny
Hogan
and
his
associates.
However,
the
Company
need
not
disregard
a vote
cast
on
the
resolution
if:

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
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.

_**Resolution

4**_

KMP The
Corporations
Act
restricts
the
Key
Management
Personnel
( )
of
the
Company
and
their
closely related
parties
from
voting
on
Resolution
4.
Closely
related
party
is
defined
in
the
Corporations
Act
and includes
a
spouse,
dependant
and
certain
other
close
family
members,
as
well
as
any
companies controlled
by
the
KMP.
The
KMP
of
the
Company
are
set
out
in
the
Remuneration
Report.

The
Company
will
disregard
any
votes
cast
on
Resolution
4:

by
or
on
behalf
of
a
KMP
named
in
the
Company’s
Remuneration
Report
or
their
closely
related parties
(regardless
of
the
capacity
in
which
the
votes
are
cast),
or
as
proxy
by
a
person
who
is
a
KMP
on
the
date
of
the
AGM
or
their
closely
related
parties.

However,
the
company
need
not
disregard
a
vote
on
Resolution
4
if
the
vote
is
cast
by
a
person
as
proxy for
a
person
entitled
to
vote:

in
accordance
with
a
direction
on
the
proxy
form;
or
by
the
person
chairing
the
meeting,
in
accordance
with
an
express
authorisation
in
the
proxy forms
to
exercise
the
proxy
even
though
the
resolution
is
connected
with
the
remuneration
of
the Company’s
KMP.

_**Resolution

5**_

The
Company
will,
in
accordance
with
ASX
Listing
Rule
14.11,
disregard
any
votes
cast
in
respect
of Resolution
5
by
a
person
and
any
associates
of
that
person
who:

may
participate
in
the
issue;
and
might
obtain
a
benefit
if
this
Resolution
is
passed,
except
a
benefit
solely
in
their
capacity
as
a shareholder
if
the
resolution
is
passed.

However,
the
Company
need
not
disregard
a
vote
cast
on
the
resolution
if:

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
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.

Important
Note: The
proposed
allottees
of
any
placement
pursuant
to
resolution
5
are
not
as
yet
known or
identified.
In
these
circumstances
(and
in
accordance
with
the
note
set
out
in
ASX
Listing
Rule
14.11.1 relating
to
ASX
Listing
Rules
7.1
and
7.1A),
for
a
person’s
vote
to
be
excluded,
it
must
be
known
that
that person
will
participate
in
the
proposed
issue.
Where
it
is
not
known
who
will
participate
in
the
proposed issue
(as
is
the
case
here),
Shareholders
must
consider
the
resolution
on
the
basis
that
they
may
or
may

4 2015 AGM |

==> picture [596 x 29] intentionally omitted <==

not
get
a
benefit
and
that
it
is
possible
that
their
holding
will
be
diluted
and
there
is
no
reason
to
exclude their
votes.

**By

order
of
the
Board**

==> picture [97 x 59] intentionally omitted <==

Fiona
Yiend

Company
Secretary Date:
25
September
2015

N O T ES

These
notes
form
part
of
the
Notice
of
Meeting.

VENUE

A
meeting
of
the
shareholders
of
Indoor
Skydive
Australia
Group
Limited
will
be
held
at
10.00am
(Sydney time)
on
Tuesday
27
October
2015
at:

iFLY
Downunder 123
Mulgoa
Road Penrith
NSW
2750

**BACKGROUND

INFORMATION**

To
assist
you
in
deciding
how
to
vote
on
the
above
resolutions,
background
information
to
the
resolutions are
set
out
in
the
Explanatory
Memorandum
forming
part
of
the
Notice
of
Meeting.

**ENTITLEMENT

TO
ATTEND
AND
VOTE**

In
accordance
with
Reg
7.11.37
of
the
Corporations
Regulations
2001,
the
Board
has
determined
that persons
who
are
registered
holders
of
shares
of
the
Company
as
at
7
pm
(Sydney
Time)
on
25
October 2015
will
be
entitled
to
attend
and
vote
at
the
AGM
as
a
shareholder.
This
means
that
if
you
are
not
the registered
holder
of
a
share
in
the
Company
at
that
time
you
are
not
entitled
to
attend
or
vote
at
the AGM.

If
more
than
one
joint
holder
of
shares
is
present
at
the
AGM
(whether
personally,
by
proxy
or
by attorney
or
by
representative)
and
tenders
a
note,
only
the
vote
of
the
joint
holder
whose
name
appears first
on
the
register
will
be
counted.

**HOW

TO
VOTE**

You
may
vote
by
attending
the
meeting
in
person,
by
proxy
or
by
an
authorised
representative.
You
may also
vote
online
at
www.votingonline.com.au/idzagm2015.

| 2015 AGM

NOTICE OF 2015 ANNUAL GENERAL MEETING Continued

**VOTING

IN
PERSON**

To
vote
in
person,
attend
the
meeting
on
Tuesday
27
October
2015
at
the
venue
above.
The
meeting
will commence
at
10.00am
(Sydney
time).
Shareholders
are
asked
to
arrive
at
the
venue
15
minutes
prior
to the
time
designated
for
the
meeting,
if
possible,
so
that
the
Company
may
check
their
shareholding against
the
Company's
share
register
and
note
attendances.

**VOTING

BY
PROXY**

A
Shareholder
who
is
entitled
to
attend
and
cast
a
vote
at
the
meeting
may
appoint
a
person
as
the Shareholder’s
proxy
to
attend
and
vote
for
the
Shareholder
at
the
meeting.
The
person
appointed
as
the Shareholder's
proxy
may
be
an
individual
or
a
body
corporate
and
is
not
required
to
be
a
shareholder. The
appointment
may
specify
the
proportion
or
number
of
votes
that
the
proxy
may
exercise.
If
a Shareholder
is
entitled
to
cast
2
or
more
votes
at
the
meeting,
the
Shareholder
may
appoint
2
proxies
and may
specify
the
proportion
or
number
of
votes
each
proxy
may
exercise.
If
the
Shareholder
appoints
2 proxies
and
the
appointment
does
not
specify
the
proportion
or
number
of
the
Shareholder's
votes
each proxy
may
exercise,
proxy
may
exercise
half
the
votes.

Where
two
proxies
are
appointed
a
separate
form
should
be
used
for
each.
Shareholders
are
requested
to show
on
the
form
a
specified
proportion
of
the
Shareholder’s
voting
rights
which
the
proxy
may
exercise.

A
shareholder
who
is
entitled
to
vote
on
a
resolution
may
direct
their
proxy
how
to
vote
on
the
resolution by
following
the
instructions
on
the
proxy
form
that
accompanies
this
Notice
of
Meeting.
A
proxy
may decide
whether
or
not
to
vote
on
any
proposed
resolution,
except
where
required
by
law
or
the Company’s
Constitution
to
vote.
If
the
shareholder
appointing
the
proxy:

Directs
the
proxy
how
to
vote
on
a
proposed
resolution,
then
the
proxy
may
vote
on
that resolution
only
in
the
way
directed
or
Does
not
direct
the
proxy
how
to
vote
on
a
proposed
resolution,
then
the
proxy
may
vote
on
that resolution
as
the
proxy
thinks
fit,
subject
to
any
voting
exclusion
that
apply
to
the
proxy.

If
a
shareholder
appoints
the
Chairman
of
the
AGM
as
proxy,
or
the
Chairman
is
appointed
by
default,
and the
Chairman
is
not
directed
as
to
how
to
vote
on
an
item
of
business,
then,
on
the
vote
for
that
item,
the Chairman
intends
to
vote
all
available
proxies
for
that
shareholder
in
favour
of
that
item
of
business. Please
note
that
if
the
Chairman
of
the
AGM
is
a
shareholder’s
proxy
and
the
shareholder
does
not
direct him
how
to
vote
on
Resolution
4
(Remuneration
Report),
then
by
signing
and
returning
the
proxy
form the
shareholder
will
be
expressly
authorising
the
Chairman
to
exercise
their
proxy
on
Resolution
even though
it
is
connected
with
the
remuneration
of
the
Company’s
KMP.

If
a
shareholder
does
direct
the
Chairman
how
to
vote
on
an
item
of
business,
the
Chairman
how
to
vote on
an
item
of
business
the
Chairman
must
vote
on
a
poll
in
accordance
with
the
direction.

If
you
wish
to
vote
by
proxy,
please
complete
and
sign
the
relevant
proxy
form
enclosed
with
this
Notice of
Meeting
as
soon
as
possible
and
either:

return
the
proxy
form
by
post
to
Boardroom
Pty
Limited,
GPO
Box
3993,
Sydney,
NSW
2001;
or
send
the
proxy
form
by
facsimile
to
Boardroom
Pty
Limited
on
facsimile
number
+61
2
9290
9655;
deliver
the
proxy
in
person
to
Boardroom
Pty
Limited
at
Grosvenor
Place,
Level
12,
225
George
Street, Sydney
NSW
2000

so
that
it
is
received
not
later
than 10.00am (Sydney time) on Sunday 25 October 2015 .

To
be
valid,
the
proxy
form
must
be
received
by
Boardroom
Pty
Limited,
Grosvenor
Place,
Level
12,
225 George
Street,
Sydney,
NSW,
2000
or
GPO
Box
3993,
Sydney,
NSW
2001,
sent
to
fax
No
(+61)
(2)
9290 9655,
not
less
than
48
hours
before
the
time
appointed
for
holding
the
meeting
or
adjourned
meeting. Proxies
received
after
that
time
will
not
be
effective.

Your
proxy
form
is
enclosed

2015 AGM |

==> picture [596 x 29] intentionally omitted <==

**CORPORATE

REPRESENTATIVE**

A
body
corporate
that
is
a
shareholder,
or
that
has
been
appointed
as
a
proxy
of
a
shareholder,
may appoint
an
individual
to
act
as
its
representative
at
the
AGM.
The
appointment
must
comply
with
the requirements
of
section
250D
of
the
Corporations
Act.
The
representative
should
bring
to
the
meeting evidence
of
his
or
her
appointment,
including
the
authority
under
which
the
appointment
is
signed, unless
that
evidence
has
been
previously
been
given
to
the
Company.
Certificates
of
appointment
or corporate
representatives
are
available
on
request
by
contacting
Boardroom
Pty
Limited.

**QUESTIONS

FROM
SHAREHOLDERS**

If
you
wish
to
put
a
question
the
Chairman
of
the
AGM
or
auditor
you
may
submit
the
question
to
the registry
prior
to
the
meeting.
Questions
should
relate
to
matters
that
are
relevant
to
the
business
of
the AGM,
as
outlined
in
this
Notice
of
Meeting
and
the
attached
Explanatory
Memorandum.
Questions
that are
relevant
to:

the
contents
of
the
auditor’s
report;
or
the
conduct
of
the
audit
of
the
Company’s
financial
report,

may
be
addressed
to
the
Company’s
auditor.

To
assist
the
Company
and
the
auditor
of
the
Company
to
collate
and
respond
to
any
questions,
questions must
be
received
no
later
than
12.00
Noon
(Sydney
time)
on
Tuesday
20
October
2015.
To
submit
a question:

By
mail: Boardroom
Pty
Limited,
GPO
Box
3993,
Sydney,
NSW
2001 By
Facsimile: (within
Australia)
(02)
9290
9655 In
person
at
the
Registry: Boardroom
Pty
Limited Grosvenor
Place Level
12,
225
George
Street Sydney,
NSW,
2000 Email: [email protected]

**EXPLANATORY

MEMORANDUM**

Please
refer
to
the
Explanatory
Memorandum
attached
to
this
Notice
of
Meeting
for
further
details
in relation
to
the
items
of
business
set
out
in
this
Notice.
The
purpose
of
the
Explanatory
Memorandum
is to
provide
shareholders
with
information
that
is
reasonably
required
to
decide
how
to
vote
upon
the resolutions.
The
Directors
recommend
that
shareholders
read
the
Explanatory
Memorandum
before determining
whether
to
not
to
support
the
resolutions.

| 2015 AGM

EXPLANATORY MEMORANDUM

This
Explanatory
Memorandum
forms
part
of
the
Notice
of
Meeting.

**FINANCIAL

AND
STATUTORY
REPORTS**

The
financial
report
and
the
reports
of
the
Directors
and
of
the
auditor
for
the
financial
year
ended
30 June
2015
will
be
laid
before
the
AGM,
as
required
by
section
317
of
the
Corporations
Act.
The Corporations
Act
does
not
require
a
vote
of
shareholders
on
these
reports.

The
Company’s
2015
Annual
Report
(which
includes
the
Directors’,
auditors’
and
financial
reports)
is available
on
the
Company’s
website, www.indoorskydive.com.au.

**Resolution

1:
Re-‐election
of
Ken
Gillespie**

Ken
Gillespie
retires
by
rotation
pursuant
to
the
Company’s
Constitution
and
Listing
Rule
14.4
and,
being eligible,
offers
himself
for
re-‐election
as
a
Director.
The
Company’s
Constitution
provides
that
one
third of
the
directors
of
the
Company
other
than
the
managing
director
must
resign
each
year
at
the
AGM
on
a rotating
basis.
The
directors
who
resign
are
eligible
to
stand
for
re-‐election.

One
of
Australia’s
most
distinguished
career
soldiers,
Lieutenant
General
(retired)
Ken
Gillespie,
AC,
DSC, CSM,
is
the
Chairman
of
ISA
Group.
He
is
Chair
of
the
Remuneration
&
Nomination
Committee
and
a member
of
the
Audit
&
Risk
Committee.
Ken
is
also
on
the
Board
of
Directors
of
leading
local
defence manufacturer,
Airbus
Asia
Pacific
Group,
and
the
ASX
listed,
Senetas
Limited.
He
is
also
a
council
member of
the
Australian
Strategic
Policy
Institute,
an
internationally
recognised
and
Canberra
based
think
tank. Ken,
who
served
with
the
Australian
Defence
Force
for
over
43
years,
was
appointed
Chief
of
Army
in
July 2008,
a
position
he
held
until
his
retirement
in
June
2011.
Previously
he
had
served
as
Land
Commander Australia
and
Vice
Chief
of
the
Australian
Defence
Force.

The
Directors,
with
Mr
Gillespie
abstaining,
unanimously
recommend
that
shareholders
vote
in
favour of
this
resolution.

Resolutions
2
and
3:
Issue
of
Performance
Rights
to
Wayne
Jones
and
Danny
Hogan Why
shareholder
approval
is
being
sought? The
purpose
of
resolutions
2
and
3
is
to
have
shareholders
approve
the
grant
of
228,554
Performance Rights
made
to
each
of
Wayne
Jones,
Director
and
Chief
Executive
Officer,
and
Danny
Hogan,
Director
and Chief
Operations
Officer
( the
Executive
Directors )
under
the
Indoor
Skydive
Australia
Group
Limited Performance
Rights
Plan
( Performance
Rights
Plan ).

As
Wayne
and
Danny
are
Directors
of
ISA
Group,
ASX
Listing
Rule
10.14
requires
shareholder
approval
to permit
them
to
acquire
securities
under
the
Performance
Rights
Plan.

ISA
Group
uses
the
issue
of
Performance
Rights
as
a
tool
to
assist
with
the
long
term
retention
of
key employees
and
to
align
the
interests
of
employees
with
those
of
shareholders.
The
Performance
Rights subject
to
this
resolution
are
a
long
term
incentive
with
a
performance
hurdle
which
must
be
satisfied
on 30
June
2017
before
the
Rights
will
vest.

If
Shareholder
approval
is
obtained
and
the
performance
hurdle met
each
of
the
Executive
Directors
will
be
entitled
to
one
ordinary
share
in
the
Company
(Share)
for
each Performance
Right.

8 2015 AGM |

==> picture [596 x 29] intentionally omitted <==

_**Disclosures

required
pursuant
to
ASX
Listing
Rule
10.15A**_

Date
the
securities
will
be
provided

If
approved
by
Shareholders,
the
Performance
Rights
will
be
issued
to
each
of
the
Executive
Directors within
28
days
of
the
Executive
Director
accepting
the
offer
of
Performance
Rights
but,
in
any
event,
no later
than
3
years
after
the
Meeting.

Maximum
number
of
securities
to
be
provided

The
maximum
number
of
securities
granted
to
each
of
the
Executive
Director
is
228,554
Performance Rights.
If
the
Performance
Rights
vest
and
are
exercised
by
the
Executive
Directors,
the
Performance Rights
will
deliver
an
equivalent
number
of
Shares
in
the
Company
to
the
Executive
Director.
Should
the Executive
Director
become
so
entitled
to
Shares,
these
may
be
allocated
to
him
via
an
employee
share trust
in
accordance
with
the
terms
of
the
Performance
Rights
Plan,
transferred
to
him
after
being acquired
on
market
or
allotted
to
him.

The
price
of
the
securities,
performance
measures
and
other
matters

No
amount
is
payable
on
the
grant
or
exercise
of
these
Performance
Rights.
The
vesting
of
the Performance
Rights
to
the
Executive
Directors
is
subject
a
performance
hurdle
of
continued
tenure
with the
Company
to
30
June
2017.
If
the
performance
hurdle
is
satisfied
the
Performance
Rights
will
vest.
If the
performance
hurdle
is
not
met
the
Performance
Rights
will
lapse.

Treatment
of
Performance
Rights
on
cessation
of
employment

If
the
Executive
Director
ceases
to
be
employed
by
the
Company
prior
to
the
Performance
Rights
vesting, these
Performance
Rights
will
lapse.

ASX
Listing
Rule
10.14
Information

No
persons
referred
to
in
ASX
Listing
Rule
10.14
have
received
securities
under
the
Performance
Rights Plan
since
the
last
Shareholder
approval
(received
on
27
November
2013).

No
loan
will
be
provided
by
the
Company
in
relation
to
the
grant
of
the
Performance
Rights
to,
or
the exercise
of
those
Performance
Rights
by,
the
Executive
Directors.

Details
of
any
securities
issued
under
the
Performance
Rights
Plan
will
be
published
in
each
annual
report of
the
entity
relating
to
a
period
in
which
securities
have
been
issued,
and
that
approval
for
the
issue
of securities
was
obtained
under
ASX
Listing
Rule
10.14.

Any
additional
persons
referred
to
in
ASX
Listing
Rule
10.14
who
become
entitled
to
participate
in
the Performance
Rights
Plan
after
this
resolution
is
approved
and
who
are
not
named
in
this
notice
of Meeting
will
not
participate
until
approval
is
obtained
under
ASX
Listing
Rule
10.14.

The
Directors,
with
Wayne
Jones
and
Danny
Hogan
abstaining,
unanimously
recommend
that Shareholders
vote
in
favour
of
Resolutions
2
and
3.

| 2015 AGM 9

EXPLANATORY MEMORANDUM Continued

**Resolution

4:
Adoption
of
Remuneration
Report**

_**Why

shareholder
approval
is
being
sought?**_

Directors
of
listed
companies,
such
as
Indoor
Skydive
Australia
Group
Limited,
are
required
to
provided detailed
disclosures
of
director
and
senior
executive
remuneration
in
the
Remuneration
Report
which forms
part
of
Directors
Report.
Section
250R(2)
of
the
Corporations
Act
2001
requires
shareholders
to vote
on
an
advisory
resolution
that
the
Remuneration
Report
be
adopted.
The
Remuneration
Report
is set
out
in
the
Directors
Report
from
page
13
of
the
2015
Annual
Report.

The
Remuneration
Report:

Explains
the
Board’s
policy
for
determining
the
nature
and
amount
of
remuneration
of
executive directors
and
senior
executives
of
the
Company;
Explains
the
relationship
between
the
Board’s
remuneration
policy
and
the
Company’s performance;
Sets
out
the
remuneration
details
for
each
director
and
the
most
highly
remunerated
senior executives
of
the
Company;
Details
and
explains
any
performance
conditions
applicable
to
the
remuneration
of
executive directors
and
senior
executives
of
the
Company.

The
Chairman
will
give
shareholders
a
reasonable
opportunity
to
ask
questions
or
make
comments
on
the report.

The
vote
on
the
Remuneration
Report
is
advisory
only
and
does
not
bind
the
Directors
or
the
Company. However
the
Directors
will
take
into
account
the
discussions
on
this
item,
and
the
outcome
of
the
vote when
considering
the
future
remuneration
arrangements
of
the
Company.

Resolution
5:
Approval
to
issue
an
additional
10%
of
the
issued
capital
of
the
Company
over
a
12
month period
pursuant
to
Listing
Rule
7.1A
(Special
Resolution)

_**Why

shareholder
approval
is
being
sought?**_

ASX
Listing
Rule
7.1A
allows
eligible
companies
to
issue
an
additional
10%
of
the
issued
capital
of
the Company
over
a
12
month
period
provided
that
prior
approval
is
received
from
shareholders
at
the Annual
General
Meeting.
This
issue
is
in
addition
to
the
ability
to
issue
15%
of
the
company’s
issued capital
under
Listing
Rule
7.1.

The
Company
would
like
to
have
the
flexibility
and
agility
to
be
able
to
utilise
Listing
Rule
7.1A
as
and when
opportunities
arise.
The
Company
is
not
obliged
to
issues
shares
under
Listing
Rule
7.1A
and
is seeking
approval
to
give
it
flexibility
rather
than
in
relation
to
specific
contract
or
opportunity.

General

ASX
Listing
Rule
7.1A
enables
eligible
entities
to
issue
Equity
Securities
(as
that
term
is
defined
in
the
ASX Listing
Rules)
up
to
10%
of
its
issued
share
capital
through
placements
over
a
12
month
period
after
the Annual
General
Meeting
(10%
Placement
Facility).
The
10%
Placement
Facility
is
in
addition
to
the Company’s
15%
placement
capacity
under
ASX
Listing
Rule
7.1.
An
eligible
entity
for
the
purposes
of
ASX Listing
Rule
7.1A
is
an
entity
that
is
not
included
in
the
S&P/ASX
300
Index
and
has
a
market
capitalisation of
$300
million
or
less.
The
Company
is
an
eligible
entity
and
is
seeking
shareholder
approval
to
give
the Company
the
flexibility
offered
by
ASX
Listing
7.1A.

The
Company
is
now
seeking
shareholder
approval
by
way
of
a
special
resolution.
The
exact
number
of Equity
Securities
to
be
issued
under
the
10%
Placement
Facility
will
be
determined
in
accordance
with
the formula
prescribed
in
ASX
Listing
Rule
7.1A.2
(refer
below).

The
Company
may
use
funds
raised
from
any
placement
under
this
10%
Placement
Facility
to
deliver
on its
commitment
to
operate
additional
indoor
skydiving
facilities
across
Australia,
New
Zealand
and
Asia

10 2015 AGM |

==> picture [596 x 29] intentionally omitted <==

and
for
general
working
capital
requirements.
The
flexibility
the
10%
Placement
Facility
provides
will enable
the
Company
to
take
advantage
of
opportunities
as
they
arise
and
to
deliver
shareholder
value.

The
Directors
of
the
Company
believe
that
Resolution
5
is
in
the
best
interests
of
the
Company
and unanimously
recommend
that
shareholders
vote
in
favour
of
this
resolution

_**Description

of
ASX
Listing
Rule
7.1A**_

_Shareholder

approval_

The
ability
to
issue
Equity
Securities
under
the
10%
Placement
Facility
is
subject
to
shareholder
approval by
way
of
a
special
resolution
at
an
annual
general
meeting.

_Equity

Securities_

Any
Equity
Securities
issued
under
the
10%
Placement
Facility
must
be
in
the
same
class
as
an
existing quoted
class
of
Equity
Securities
of
the
Company.
The
Company,
as
at
the
date
of
the
Notice,
has
on
issue one
class
of
quoted
Equity
Securities,
ordinary
shares.

Formula
for
calculating
10%
Placement
Facility

ASX
Listing
Rule
7.1A.2
provides
that
eligible
entities
which
have
obtained
shareholder
approval
at
an annual
general
meeting
may
issue
or
agree
to
issue,
during
the
12
month
period
after
the
date
of
the annual
general
meeting,
a
number
of
Equity
Securities
calculated
in
accordance
with
the
following formula:

(A
x
D)
–
E

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

plus
the
number
of
fully
paid
shares
issued
in
the
12
months
under
an
exception
in
ASX
Listing Rule
7.2;
plus
the
number
of
partly
paid
shares
that
became
fully
paid
in
the
12
months;
plus
the
number
of
fully
paid
shares
issued
in
the
12
months
with
approval
of
holders
of
shares under
ASX
Listing
Rules
7.1
and
7.4;
less
the
number
of
fully
paid
shares
cancelled
in
the
12
months.

Note
that
A
is
has
the
same
meaning
in
ASX
Listing
Rule
7.1
when
calculating
an
entity’s
15%
placement capacity.

D
is
10%

E
is
the
number
of
Equity
Securities
issued
or
agreed
to
be
issued
under
ASX
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
ASX
Listing
Rules
7.1
or
7.4.

ASX
Listing
Rule
7.1
and
ASX
Listing
Rule
7.1A

The
ability
of
an
entity
to
issue
Equity
Securities
under
ASX
Listing
Rule
7.1A
is
in
addition
to
the
entity’s 15%
placement
capacity
under
ASX
Listing Rule
7.1.

At
the
date
of
this
Notice,
the
Company
has
on
issue
119,409,294
Shares
and
therefore
has
the
capacity to
issue:

17,911,394
Equity
Securities
under
ASX
Listing
Rule
7.1;
and
Subject
to
Shareholder
approval
being
granted
under
Special
Resolution,
11,940,929
Equity Securities
under
ASX
Listing
Rule
7.1A.

The
actual
number
of
Equity
Securities
that
the
Company
will
have
capacity
to
issue
under
ASX
Listing Rule
7.1A
will
be
calculated
at
the
date
of
issue
of
the
Equity
Securities
in
accordance
with
the
formula prescribed
in
ASX
Listing
Rule
7.1A.2
(refer
above).

| 2015 AGM 11

EXPLANATORY MEMORANDUM Continued

Minimum
Issue
Price

Any
equity
securities
issued
under
rule
7.1A.2
must
be
in
an
existing
quoted
class
of
the
eligible
entity’s equity
securities
and
the
issue
price
of
each
such
security
must
be
no
less
than
75%
of
the
volume weighted
average
market
price
for
the
securities
in
that
class,
calculated
over
the
15
trading
days
on which
trades
in
the
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 are issued.

10%
Placement
Period

Shareholder
approval
of
the
10%
Placement
Facility
under
ASX
Listing
Rule
7.1A
is
valid
from
the
date
of the
annual
general
meeting
at
which
the
approval
is
obtained
and
expires
on
the
earlier
to
occur
of:

the
date
that
is
12
months
after
the
date
of
the
annual
general
meeting
at
which
the
approval
is obtained;
or
the
date
of
the
approval
by
shareholders
of
a
transaction
under
ASX
Listing
Rules
11.1.2
(a significant
change
to
the
nature
or
scale
of
activities)
or
11.2
(disposal
of
main
undertaking),
(10%
Placement
Period).

_**ASX

Listing
Rule
7.1A**_

The
effect
of
Resolution
4
will
be
to
allow
the
Directors
to
issue
the
Equity
Securities
under
ASX
Listing Rule
7.1A
during
the
10%
Placement
Period
without
using
the
Company’s
15%
placement
capacity
under ASX
Listing
Rule
7.1.

Resolution
4
is
a
special
resolution
and
therefore
requires
approval
of
75%
of
the
votes
cast
by Shareholders
present
and
eligible
to
vote
(in
person,
by
proxy,
by
attorney
or,
in
the
case
of
a
corporate Shareholder,
by
a
corporate
representative).

_**Specific

Information
required
by
ASX
Listing
Rule
7.3A**_

Pursuant
to
and
in
accordance
with
ASX
Listing
Rule
7.3A,
information
is
provided
in
relation
to
the approval
of
the
10%
Placement
Facility
as
follows:

The
Equity
Securities
will
be
issued
at
an
issue
price
of
not
less
than
75%
of
the
VWAP
for
the Company’s
Equity
Securities
over
the
5
Trading
Days
immediately
before:
the
date
on
which
the
price
at
which
the
Equity
Securities
are
to
be
issued
is
agreed;
or
if
the
Equity
Securities
are
not
issued
within
5
Trading
Days
of
the
date
above,
the
date
on which
the
Equity
Securities
are
issued.
If
Resolution
4
is
approved
by
the
Shareholders
and
the
Company
issues
Equity
Securities
under the
10%
Placement
Facility,
the
existing
Shareholders’
voting
power
in
the
Company
will
be diluted
as
shown
in
the
below
table
(in
the
case
of
unlisted
options,
only
if
the
unlisted
options are
exercised).
There
is
a
risk
that:
the
market
price
for
the
Company’s
Equity
Securities
may
be
significantly
lower
on
the date
of
the
issue
of
the
Equity
Securities
than
on
the
date
of
the
Annual
General
Meeting; and
the
Equity
Securities
may
be
issued
at
a
price
that
is
at
a
discount
to
the
market
price
for the
Company’s
Equity
Securities
on
the
issue
date,
which
may
have
an
effect
on
the amount
of
funds
raised
by
the
issue
of
the
Equity
Securities.

The
table
below
shows
the
dilution
of
existing
Shareholders
on
the
basis
of
the
current
issued shares
and
the
current
market
price
of
Shares
calculated
in
accordance
with
the
formula
in
ASX Listing
Rule
7.1A(2)
as
at
the
date
of
this
Notice
of
Meeting.

12 2015 AGM |

==> picture [596 x 29] intentionally omitted <==

The
table
also
shows:

two
examples
where
variable
“A”
has
increased
by
50%
and
100%.
Variable
“A”
is
based on
the
number
of
ordinary
shares
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
ASX
Listing
Rule
7.1
that
are approved
at
a
future
Shareholders’
meeting;
and
two
examples
of
where
the
price
of
ordinary
securities
has
decreased
by
50%
and increased
by
50%
as
against
the
current
market
price.

Variable “A” in ASX Listing Rule 7.1A.2			Dilution
		$0.235 50% decrease in deemed price	$0.47 Deemed price	$0.94 100% increase in deemed price
Current Variable A 119,409,294 shares	10% Voting Dilution	11,940,929 shares	11,940,929 shares	11,940,929 shares
	Funds raised	$2,806,118.32	$5,612,236.63	$11,224,473.26
50% increase in Variable A 179,113,941 shares	10% Voting Dilution	17,911,394 shares	17,911,394 shares	17,911,394 shares
	Funds raised	$4,209,117.59	$8,418,355.18	$16,836,710.36
100% increase in Variable A 238,818,588 shares	10% Voting Dilution	23,881,859 shares	23,881,859 shares	23,881,859 shares
	Funds raised	$5,612,236.87	$11,224,473.73	$22,448,947.46

The
table
has
been
prepared
on
the
following
assumptions:

The
Company
issues
the
maximum
securities
available
under
the
ASX
Listing
Rule
7.1A being
10%
of
the
Company’s
shares
on
issue
at
the
date
of
the
Meeting;
The
table
does
not
demonstrate
an
example
of
dilution
that
may
be
caused
to
a
particular shareholder
by
reason
of
placements
under
ASX
Listing
Rule
7.1A,
based
on
that shareholder’s
holding
at
the
date
of
the
Meeting;
The
table
only
demonstrates
the
effect
of
issues
of
securities
under
ASX
Listing
Rule
7.1A. It
does
not
consider
placements
made
under
ASX
Listing
Rule
7.1,
the
“15%
rule”;
The
price
of
ordinary
securities
is
deemed
for
the
purposes
of
the
table
above
to
be $0.47,
being
the
closing
price
of
the
Company’s
listed
securities
on
ASX
on
8
July
2015 (Deemed
Price).
The
Deemed
Price
is
indicative
only
and
does
not
consider
the
20% discount
to
market
that
the
securities
may
be
placed
at;
The
table
does
not
demonstrate
the
effect
of
listed
or
unlisted
options
being
issued
under ASX
Listing
Rule
7.1A,
it
only
considers
the
issue
of
the
fully
paid
ordinary
securities.
The
Company
will
only
issue
and
allot
the
Equity
Securities
during
the
10%
Placement
Period.
The approval
under
Resolution
5
for
the
issue
of
the
Equity
Securities
will
cease
to
be
valid
in
the

| 2015 AGM

EXPLANATORY MEMORANDUM Continued

event
that
Shareholders
approve
a
transaction
under
ASX
Listing
Rule
11.1.2
(a
significant
change to
the
nature
or
scale
of
activities
or
ASX
Listing
Rule
11.2
(disposal
of
main
undertaking).

The
Company
may
seek
to
issue
the
Equity
Securities
for
the
following
purposes:
non-‐cash
consideration
for
the
acquisition
of
new
resources,
assets
and
investments.
In such
circumstances
the
Company
will
provide
a
valuation
of
the
non-‐cash
consideration as
required
by
ASX
Listing
Rule
7.1A.3;
or
cash
consideration.
In
such
circumstances,
the
Company
intends
to
use
the
funds
raised towards
the
Company’s
rapid
expansion
and/or
general
working
capital,
or
if
applicable, towards
the
acquisition
of
new
assets
(such
as
indoor
skydiving
technology)
or investments
(including
expense
associated
with
such
acquisition).

The
Company
will
comply
with
the
disclosure
obligations
under
ASX
Listing
Rules
7.1A(4)
and 3.10.5A
upon
issue
of
any
Equity
Securities.

The
Company’s
allocation
policy
is
dependent
on
the
prevailing
market
conditions
at
the
time
of any
proposed
issue
pursuant
to
the
10%
Placement
Facility.
The
identity
of
the
allottees
of
Equity Securities
will
be
determined
on
a
case-‐by-‐case
basis
having
regard
to
factors
including
but
not limited
to
the
following:

the
methods
of
raising
funds
that
are
available
to
the
Company,
including
but
not
limited to,
rights
issue
or
other
issue
in
which
existing
security
holders
can
participate;
the
effect
of
the
issue
of
the
Equity
Securities
on
the
control
of
the
Company;
the
financial
situation
and
solvency
of
the
Company;
and
advice
from
corporate,
financial
and
broking
advisers
(if
applicable).

The
allottees
under
the
10%
Placement
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
were
to
pursue
an
acquisition
and
were
it
to
be
successful
in
acquiring new
resources
assets
or
investments,
it
is
possible
that
the
allottees
under
the
10%
Placement Facility
will
be
the
vendors
of
the
new
resources
assets
or
investments.

The
Company
has
previously
obtained
Shareholder
approval
under
ASX
Listing
Rule
7.1A
at
the 2013
and
2014
Annual
General
Meeting.
The
Company
did
not
issue
any
securities
under
ASX Listing
Rule
7.1A
under
the
2014
Annual
General
Meeting
approval.

The
Company
issued
8,849,938
ordinary
shares
( Issued
Shares )
on
12
November
2014
under Listing
Rule
7.1A
in
accordance
with
the
approval
received
at
the
2013
Annual
General
Meeting (27
November
2013).
The
Issued
Shares
were
fully
paid
ordinary
shares
and
ranked
equally
in
all respects
with
existing
ordinary
shares.
The
Issued
Shares
were
issued
for
cash
consideration
of $0.50
per
share
which
was
equal
to
the
closing
market
price
of
ISA
Group
ordinary
shares
on
that day.
The
total
consideration
raised
was
$4,424,969
before
costs
which
has
been
spent
to
support the
construction
of
our
Perth
facility
and
to
refinance
the
convertible
note
which
provided
partial funding
for
our
Gold
Coast
facility
development .

A
voting
exclusion
statement
is
included
in
the
Notice
of
Meeting
to
which
this
Explanatory Memorandum
relates.
At
the
date
of
that
Notice,
the
Company
has
not
approached
any
particular existing
Shareholder
or
security
holder
or
an
identifiable
class
of
existing
security
holder
to participate
in
the
issue
of
the
Equity
Securities.
No
existing
Shareholder’s
votes
will
therefore
be excluded
under
the
voting
exclusion
in
the
Notice.

The
Directors
unanimously
recommend
Shareholders
vote
in
favour
of
Special
Resolution
5.

14 2015 AGM |

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Indoor Skydive Australia Group Ltd Level 2, 201 Miller Street North Sydney NSW 2060

www.indoorskydiveaustralia.com.au

==> picture [166 x 44] intentionally omitted <==

Indoor Skydive Australia Group Limited

ABN 39 154 103 607

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am AEDT on Sunday 25 October 2015.

 TO VOTE ONLINE

STEP 1: VISIT www.votingonline.com.au/idzagm2015 STEP 2: Enter your holding/investment type: STEP 3: Enter your Reference Number: STEP 4: Enter your VAC:

PLEASE NOTE: For security reasons it is important you keep the above information confidential.

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am AEDT on Sunday 25 October 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online www.votingonline.com.au/idzagm2015  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Indoor Skydive Australia Group Limited ABN 39 154 103 607

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Indoor Skydive Australia Group Limited (Company) and entitled to attend and vote hereby appoint:

==> picture [23 x 20] intentionally omitted <==

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

==> picture [350 x 20] intentionally omitted <==

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the iFly Downunder, 123 Mulgoa Road Penrith NSW 2750 on Tuesday 27 October 2014 at 10:00am AEDT and at any adjournment of that meeting, to act 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 2, 3 and 4, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 2, 3 and 4 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 4). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS

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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 To re-elect Mr Ken Gillespie as a Director

Resolution 2 To Approve the Issue of Performance Rights to Mr Wayne Jones Resolution 3 To Approve the Issue of Performance Rights to Mr Danny Hogan Resolution 4 To Adopt the Remuneration Report

Resolution 5 To Approve the Issue of an Additional 10% of the Issued Capital of the Company over a 12 month period under Listing Rule 7.1A (Special Resolution)

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

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Sole Director and Sole Company Secretary

Securityholder 2 Securityholder 3

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Director / Company Secretary

Director

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2015

AI assistant

XREALITY GROUP LTD — AGM Information 2015

66105_rns_2015-09-24_2ac7db97-70e6-43cc-9e45-c872b61807c8.pdf

NOTICE OF 2015 ANNUAL GENERAL MEETING

AGENDA

**A. Reports

**B. Questions

**C. Items

**1. Re-­‐election

**2. Issue

**3. Issue

**4. Adoption

**VOTING

_**Resolution

_**Resolution

_**Resolution

_**Resolution

_**Resolution

**By

N O T ES

VENUE

**BACKGROUND

**ENTITLEMENT

**HOW

**VOTING

**VOTING

**CORPORATE

**QUESTIONS

**EXPLANATORY

**FINANCIAL

**Resolution

_**Disclosures

**Resolution

_**Why

_**Why

General

_**Description

_Shareholder

_Equity

_**ASX

_**Specific

Indoor Skydive Australia Group Limited

All Correspondence to:

YOUR VOTE IS IMPORTANT

 TO VOTE ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Proxy which is a Body Corporate

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

the Chair of the Meeting (mark box)

STEP 2 VOTING DIRECTIONS

STEP 3 SIGNATURE OF SHAREHOLDERS

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