Notice of Annual General Meeting

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

Location: The offices of McCullough Robertson Lawyers at Level 11 Central Plaza Two, 66 Eagle Street, Brisbane, Queensland 4000

Date:
Thursday, 8 November 2012

Time:
10:30am (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 2012.

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 Ralph Craven

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

  • 2 ‘That Dr Ralph Craven, a Non-Executive Director and Chairman of the Company, who retires by rotation in accordance with rule 16.1 of the Company’s 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 Ralph Craven abstaining) unanimously recommend that you vote in favour of this resolution.

Re-election of Mr Warren Brown

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

  • 3 ‘That Mr Warren Brown, a Non-Executive Director, who retires by rotation in accordance with rule 16.1 of the Company’s 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 Mr Warren Brown abstaining) unanimously recommend that you vote in favour of this resolution.

Special business

Approval of Employee Share Option Plan (ESOP)

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

  • 4 ‘That, for the purposes of being approved as an exemption from Listing Rule 7.1 pursuant to Listing Rule 7.2, exception 9, and for all other purposes, approval is given for the issue of securities and the implementation of the Employee Share Option Plan (ESOP) on the terms set out in the Explanatory Memorandum.’

Issue of options to Directors: Dr William Garner and Dr Mitchell Glass

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

  • 5 That, pursuant to section 208(1)(a) of the Corporations Act and Listing Rule 10.14, the members of the Company approve the granting of options as follows, in the manner outlined in the Explanatory Memorandum.
    (a)  10,000,000 options to Dr William Garner, Executive Director and Chief Executive Officer;
    (b)  10,000,000 options to Dr Mitchell Glass, Executive Director and Chief Medical Officer;Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum.

Issue of options to Directors: Dr Ralph Craven, Dr James Campbell, Mr Warren Brown and Mr Brett Heading

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

  • 6 That, pursuant to section 208(1)(a) of the Corporations Act and Listing Rule 10.14, the members of the Company approve the granting of options as follows, in the manner outlined in the Explanatory Memorandum:
    (a)  1,500,000 options to Dr Ralph Craven, Non-Executive Director and Chairman;
    (b)  1,500,000 options to Dr James Campbell, Executive Director;
    (c)  1,000,000 options to Mr Warren Brown, Non-Executive Director; and
    (d)  1,000,000 options to Mr Brett Heading, Non-Executive Director.Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum.

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

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

  • 7 ‘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.

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