Independence NL : Notice of Annual General Meeting and Proxy Form

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2017 Annual General Meeting of Independence Group NL (Company or IGO) will be held at the Fremantle Ballroom, Four Points by Sheraton Perth, 707 Wellington Street, Perth, Western Australia on Friday, 24 November 2017 at 4.00pm WST (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

To receive and consider the financial statements and the reports of the Directors and Auditors for the year ended 30 June 2017.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Ms. Debra Bakker be elected as a Director".

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Mr. Neil Warburton be re-elected as a Director".

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

"That the remuneration report for the year ended 30 June 2017, which is contained in the Annual Report for the year ended 30 June 2017, be adopted."

Note: the vote on Resolution 3 is advisory only and does not bind the Directors or the Company.

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

"That for the purposes of ASX Listing Rule 10.14, approval be given to grant 49,858 Service Rights to Mr. Peter Bradford (the Company's Managing Director) in respect of the settlement of the deferred component of the FY17 short term incentive on the terms described in the Explanatory Memorandum accompanying this Notice of Meeting."

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

"That for all purposes, including for the purposes of ASX Listing Rule 10.14, approval be given to grant 266,667 Performance Rights to Mr. Peter Bradford in respect of the three-year measurement period (being 1 July 2017 to 30 June 2020) on the terms described in the Explanatory Memorandum accompanying this Notice of Meeting."

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

It has been determined that, under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, shares will be taken to be held by the persons who are the registered holders at 7:00pm (AEDT) on 22 November 2017. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

The Company will disregard any votes cast on Resolution 3:

• (in any capacity) by or on behalf of a member of the Key Management Personnel (which includes each of the Directors) named in the Company's 2017 Remuneration Report;

• (in any capacity) by or on behalf of a Closely Related Party of a member of the Key Management Personnel; or

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel,

  unless the vote is cast as proxy for a person entitled to vote on Resolution 3:

• in accordance with a direction on the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

  Resolution 4 - Issue of Service Rights to Mr. Peter Bradford

  The Company will disregard any votes cast on Resolution 4:

• by any Director or an associate of a Director; and

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel,

  unless the vote is cast as proxy for a person entitled to vote on Resolution 4:

• in accordance with a direction in the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

  Resolution 5 - Issue of Performance Rights to Mr. Peter Bradford

  The Company will disregard any votes cast on Resolution 5:

• by any Director or an associate of a Director; and

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel,

  unless the vote is cast as proxy for a person entitled to vote on Resolution 5:

• in accordance with a direction in the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

  PROXIES

  A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If such evidence is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

A Shareholder that is entitled to cast two or more votes may appoint two or more proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed on a poll.

Members of the Key Management Personnel and Closely Related Parties of a member of the Key Management Personnel will not be able to vote as proxy on Resolutions 3, 4 and 5 unless the Shareholder tells them how to vote, or in the case of the Chairman of the Meeting, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chairman) or a Closely Related Party of a member of the Key Management Personnel as their proxy, the Shareholder should ensure that they direct the member of the Key Management Personnel or a Closely Related Party of a member of the Key Management Personnel how to vote on Resolutions 3, 4 and 5.

If a Shareholder intends to appoint the Chairman of the Meeting as their proxy for Resolutions 3, 4 and 5, Shareholders can direct the Chairman how to vote by marking one of the boxes (to vote 'for', 'against' or to 'abstain' from voting) for each of Resolutions 3, 4 and 5.

If a Shareholder appoints the Chairman as their proxy and the Shareholder does not direct the Chairman how to vote on Resolutions 3, 4 and 5, please note that by completing and returning the Proxy Form, the Shareholder will be expressly authorising the Chairman of the Meeting to exercise its undirected proxy on Resolutions 3, 4 and 5 even though they are connected with the remuneration of Key Management Personnel.

A Proxy Form accompanies this Notice and, to be effective, must be received at the Company's share registry:

Computershare Investor Services Pty Limited GPO Box 242

Melbourne VIC 3001, Australia

1800 783 447 (within Australia)

+61 3 9473 2555 (outside Australia)

For Intermediary Online subscribers only (custodians) please visit: www.intermediaryonline.com to submit your voting intentions

by no later than 4.00pm WST on 22 November 2017 (being 48 hours before the time appointed for the Meeting).