Announcement PDF 08 October 2021 Dear Shareholder Notice is hereby given that the General Meeting of Shareholders of Invion Limited (the “Company” or “Invion”) will be held virtually on Tuesday, 9 November 2021 at 1.00pm (AEDT) (“Annual General Meeting” or “Meeting”). Virtual Annual General Meeting (AGM) The technology used to hold the Meeting virtually will provide IVX Shareholders with a reasonable opportunity to ask questions or make comments. Voting at the Meeting is occurring by way of a poll rather than a show of hands, each person entitled to vote is to be given the opportunity to vote in real time, and this notice of meeting includes information about how shareholders can participate in the Meeting. IVX Shareholders attending virtually will be taken for all purposes to be in attendance as if they were physically there. Shareholders who wish to participate in the AGM online may register in advance for the meeting: https://us02web.zoom.us/webinar/register/WN_L8_TeI9ASYqS0J8hdNiYgg When: Tuesday, 9 November 2021 at 1.00pm (AEDT) Topic: IVX Annual General Meeting After registering, you will receive a confirmation email containing information about joining the Meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online. Further information and guidance on how to join the meeting will be available with the Notice of Meeting. The Company is happy to accept and answer questions submitted prior to the Meeting by email to mleydin@leydinfreyer.com.au. Where a written question is raised in respect of the key management personnel of the Company, the Resolutions to be considered at the Meeting, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). Notice of Meeting The Notice of Meeting is available online and has been emailed to shareholders who elected to receive their communications electronically on Friday, 8 October 2021. We will not be mailing hard copies by post. This is following recent modifications brought to the Corporations Act 2001. Meeting website You will be able to download the Notice of Meeting as well as related information and guidance, from our website inviongroup.com/asx-announcements/. Our website and the Notice of Meeting will provide you with everything you need to attend the meeting. Thank you for your continued support of IVX. I look forward to welcoming you to our Annual General Meeting. Yours sincerely, Thian Chew Chairman & Chief Executive Officer Invion Limited ABN 76 094 730 417 Level 4, 96-100 Albert Road, South Melbourne, VIC, 3205, Australia P: +61 3 9692 7222 W: www.inviongroup.com INVION LIMITED ACN 094 730 417 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Tuesday, 9 November 2021 Time of Meeting: 1.00pm (AEDT) Due to the ongoing COVID-19 pandemic, the meeting will be held in a virtual manner via a videoconferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting. Following recent modifications brought to the Corporations Act regarding the use of electronic communications to send meeting materials, no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated. The Notice of Meeting has been given to those entitled to receive it by use of one or more technologies. The Notice of Meeting is also available on the Australian Stock Exchange Announcement platform and on the Company’s website (https://www.inviongroup.com/). This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay. INVION LIMITED ACN 094 730 417 Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria, 3205 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of Invion Limited (the “Company” or “IVX”) will be held virtually on 9 November 2021 at 1.00pm (AEDT) (“Annual General Meeting”, “AGM” or “Meeting”). The technology used to hold the Meeting virtually will provide IVX Shareholders with a reasonable opportunity to ask questions or make comments. Voting at the Meeting is occurring by way of a poll rather than a show of hands, each person entitled to vote is to be given the opportunity to vote in real time, and this notice of meeting includes information about how shareholders can participate in the Meeting. IVX Shareholders attending virtually will be taken for all purposes to be in attendance as if they were physically there. Shareholders who wish to participate in the AGM online may register in advance for the meeting: https://us02web.zoom.us/webinar/register/WN_L8_TeI9ASYqS0J8hdNiYgg When: Tuesday, 9 November 2021 at 1.00pm (AEDT) Topic: IVX Annual General Meeting After registering, you will receive a confirmation email containing information about joining the Meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online. The Company is happy to accept and answer questions submitted prior to the Meeting by email to mleydin@leydinfreyer.com.au. Where a written question is raised in respect of the key management personnel of the Company, the Resolutions to be considered at the Meeting, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). Any Shareholders who wish to attend the AGM online, should therefore monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: IVX) and on its website at https://www.inviongroup.com/. INVION LIMITED ACN 094 730 417 Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria, 3205 AGENDA The Explanatory Statement and Proxy Form which accompany and form part of this Notice, including defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety. ORDINARY BUSINESS Receipt and consideration of Accounts & Reports To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the period ended 30 June 2021. Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial period ended 30 June 2021 be adopted.” Resolution 2: Election of Mr Alistair Bennallack as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Alistair Bennallack, who was appointed by the Board as a director on 22 October 2020 and retires at this meeting in accordance with the Constitution of the Company, being eligible for election, be elected as a Director of the Company. Resolution 3: Re-election of Mr Robert Merriel as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Robert Merriel, who retires by rotation pursuant to the Constitution of the Company and, being eligible for re-election, offers himself for re-election as a Director of the Company.” Resolution 4: Appointment of Auditor To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of section 327B of the Corporations Act 2001 and for all other purposes, Grant Thornton Audit Pty Ltd, having consented in writing to act in the capacity of auditor and being duly nominated in accordance with section 328B (1) of the Corporations Act 2001, be appointed as auditor of the Company with effect from the close of the Meeting.” Resolutions 5: Approval of Issue of Options to Directors a) Issue of Options to Mr Thian Chew To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes the proposed issue of zero priced options to Mr Thian Chew to the value of $90,000 in the Company, in lieu of a physical cash payment of up to 100% of directors’ fees for the period 1 September 2021 to 31 August 2022 and on the basis set out as described in the Explanatory Statement in the Notice of Meeting, be approved.” b) Issue of Options to Mr Alan Yamashita To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes the proposed issue of zero priced options to Mr Alan Yamashita to the value of $54,740 in the Company, in lieu of a physical cash payment of up to 100% of directors’ fees for the period 1 September 2021 to 31 August 2022 and on the basis set out as described in the Explanatory Statement in the Notice of Meeting, be approved.” c) Issue of Options to Mr Robert Merriel To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes the proposed issue of zero priced options to Mr Robert Merriel to the value of $49,764 in the Company, in lieu of a physical cash payment of up to 100% of directors’ fees for the period 1 September 2021 to 31 August 2022 and on the basis set out as described in the Explanatory Statement in the Notice of Meeting, be approved.” d) Issue of Options to Mr Alistair Bennallack To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes the proposed issue of zero priced options to Mr Alistair Bennallack to the value of $49,764 in the Company, in lieu of a physical cash payment of up to 100% of directors’ fees for the period 1 September 2021 to 31 August 2022 and on the basis set out as described in the Explanatory Statement in the Notice of Meeting, be approved.” SPECIAL BUSINESS Resolution 6: Approval of 10% Placement Facility To consider and, if thought fit, pass the following resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” By the order of the Board Melanie Leydin Company Secretary Dated: 8 October 2021 Notes 1. Entire Notice: The details of the resolution contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. 3. Voting: In accordance with the rules applicable to general meetings using virtual technology pursuant to section 250J of the Corporations Act, each of the resolutions proposed at the Meeting will be decided on a poll. 4. Proxies a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative. b. Each shareholder has a right to appoint one or two proxies. c. A proxy need not be a shareholder of the Company. d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act. e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise. f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands. g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act. h. To be effective, Proxy Forms must be received by the Company’s share registry (Link Market Services Ltd) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 1.00pm (AEDT) Melbourne time on Sunday, 7 November 2021. Any proxy received after that time will not be valid for the scheduled meeting. 5. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. 6. How the Chairman will vote Undirected Proxies Subject to the restrictions set out in Note 7 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions. 7. Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (b) the KMP voter is the Chair of the meeting and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the resolution; and (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or the consolidated entity. If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolutions 2, 3 and 4 There are no voting exclusions on these resolutions. Resolutions 5(a), (b), (c) and (d) The Company will disregard any votes cast in favour of Resolution 5(a), (b), (c) and (d) by or on behalf of a Restricted Voter as defined in the following voting exclusion statements. Those voting exclusions do not apply to a vote cast in favour of the resolution by: (a) the Restricted Voter who has been appointed as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Restricted Voter is the chair of the meeting who has been appointed as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) the Restricted Voter is a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the issue of securities to a Restricted Voter. Resolution 5(a) The Restricted Voter for the purpose of Resolution 5(a) is: (a) Mr Thian Chew, or any person(s) who will obtain a material benefit as a result of the proposed issues of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or (b) an associate of person(s) referred to in the preceding paragraph. Resolution 5(b) The Restricted Voter for the purpose of Resolution 5(b) is: (a) Mr Alan Yamashita, or any person(s) who will obtain a material benefit as a result of the proposed issues of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or (b) an associate of person(s) referred to in the preceding paragraph. Resolution 5(c) The Restricted Voter for the purpose of Resolution 5(c) is: (a) Mr Robert Merriel, or any person(s) who will obtain a material benefit as a result of the proposed issues of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or (b) an associate of person(s) referred to in the preceding paragraph. Resolution 5(d) The Restricted Voter for the purpose of Resolution 5(d) is: (a) Mr Alistair Bennallack, or any person(s) who will obtain a material benefit as a result of the proposed issues of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or (b) an associate of person(s) referred to in the preceding paragraph. Resolution 6 As at the date of dispatch of this Notice, the Company is not proposing to make an issue of equity securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement on this Resolution is not currently required by Listing Rule 7.3A.7. There is no voting exclusion on this resolution. 8. Special Resolution Resolutions 6 is proposed as a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution. 9. Enquiries Shareholders are invited to contact the Company Secretary on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement ("Statement") accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2021 Annual General Meeting (“Meeting”). The Notice incorporates, and should be read together, with this Statement. Receipt and consideration of Accounts & Reports A copy of the Annual Report for the financial year ending 30 June 2021 which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website: https://inviongroup.com/asxannouncements/ or via the Company’s announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports. Shareholders will have the opportunity to ask questions about, or make comments on, the 2021 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company’s 2021 Annual Financial Statements. Resolution 1: Adoption of Remuneration Report Background Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s June 2021 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for this Meeting. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Directors Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this Resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report. Voting Exclusions Refer to Note 7 for voting exclusions on this Resolution. Resolution 2: Election of Mr Alistair Bennallack as a Director of the Company Background In accordance with the Constitution, Mr Bennallack retires from the Board and being eligible offers himself for election as a Director of the Company. Mr Bennallack is an independent non-executive Director. He is the Chair of the Audit and Risk Management Committee. Mr Bennallack has over 30 years’ experience in business management and finance, strategic development, risk and compliance, international business, leadership and relationship management. Mr Bennallack is currently the Chief Executive Officer of Village Roadshow Theme Parks Asia and Head of Risk at Village Roadshow Ltd with the primary executive responsibility conceptualising, executing and delivering Village Roadshow’s expansion into China and Asia. Mr Bennallack is a former member of the Village Roadshow Ltd Executive Committee, current member of the Village Roadshow Theme Parks Executive Committee and current member of all Village Roadshow Ltd’s Management and Risk Committees. Mr Bennallack’s previous roles have included Chief Financial Officer of Village Roadshow Ltd and General Manager Business Affairs at Village Roadshow Corporation Pty Ltd (controlling shareholder of Village Roadshow Ltd). Mr Bennallack is a member of the Institute of Chartered Accountants in Australia and has a Graduate Diploma in Wine Business. He is also the former President and Board Member of The Gawler Foundation. Directors Recommendations The Board (with Mr Bennallack abstaining) recommends that shareholders vote in favour of the election of Mr Bennallack. Voting Exclusions Refer to Note 7 for voting exclusions on this Resolution. Resolution 3: Re-election of Mr Robert Merriel as a Director of the Company Background In accordance with the Constitution, Mr Robert Merriel retires from the Board and being eligible, offers himself for re-election as a Director of the Company. Mr Merriel is a non-independent non-executive Director. He sits on Audit and Risk Management Committee and also sits on the Remuneration and Nomination Committee. Mr Merriel brings deep healthcare sector experience and strong commercial expertise. Robert is a Certified Practicing Accountant (CPA) with over 35 years of experience working in medical research (Hudson Institute of Medical Research and Baker Institute), large public healthcare services (Melbourne Health and Southern Health) and commercial organisations (Pacific Dunlop and Deloitte Consulting). Mr Merriel is currently on the Board of two biotechnology start-up companies, he has been the Director of two Venture Capital Funds and a Director and Company Secretary of several biotechnology focused medical research institute spin-off companies. Mr Merriel was appointed as the Chief Financial Officer, Chief Commercialisation Officer and Company Secretary of the Hudson Institute of Medical Research in May 2014, positions he continues to hold today. The Hudson is an independent, not-for-profit medical research institute, based in the Melbourne suburb of Clayton in Victoria, Australia. The institute hosts approximately 450 researchers, postgraduate students and support staff. Mr Merriel has been the Hudson Institute’s lead in attracting three separate multi-million-dollar investments supporting the translation of discovery science into potential new therapies for patients. These investments were from Roche Pharmaceuticals, a Boston-based venture capital fund and an Australian venture capital fund. Mr Merriel also has detailed knowledge of the Australian government and philanthropic grant funding scheme landscape. Directors Recommendations The Board (with Mr Merriel abstaining) recommends that Shareholders vote in favour of the re-election of Mr Merriel. Voting Exclusions Refer to Note 7 for voting exclusions on this Resolution. Resolution 4: Appointment of Auditor Background In accordance with section 327B(1)(a) of the Corporations Act, a public company must appoint an auditor at an Annual General Meeting where there is a vacancy. Pursuant to section 328B of the Corporations Act, the Company received a valid notice of nomination which nominated the firm Grant Thornton to be appointed as the new auditors of the Company. A copy of the notice of nomination is set out in Annexure A of this Notice of Meeting. Grant Thornton has provided the Company its written consent to act, subject to Shareholder approval being obtained, as the Company’s auditor in accordance with section 328A(1) of the Corporations Act. Shareholder approval is being sought to appoint Grant Thornton as the auditor of the Company. Directors Recommendations The Board recommends that Shareholders vote in favour of this Resolution. Voting Exclusions Refer to Note 7 for voting exclusions on this Resolution. Resolutions 5(a), 5(b), 5(c) and 5(d): Approvals to Issue of Options to Mr Thian Chew, Mr Alan Yamashita, Mr Robert Merriel and Mr Alistair Bennallack Background Resolutions 5(a), 5(b), 5(c) and 5(d) seek shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the issue of Options to Directors of the Company, being Mr Thian Chew, Mr Alan Yamashita, Mr Robert Merriel and Mr Alistair Bennallack respectively (or their respective nominees), as consideration for 100% of the Director’s fees payable to them for the year commencing 1 September 2021. The Directors seek shareholder approval on this Resolution to issue zero priced options in lieu of the Company making physical cash paym