Invion : Share Purchase Plan Offer Booklet & Application Form

For personal use only

Invion Limited (ASX: IVX)

ACN 116 865 546

SHARE PURCHASE PLAN

OFFER BOOKLET

This is an important document and requires your immediate attention. You should read this Offer Booklet in full.

Each Eligible Shareholder has the opportunity to participate in the Invion Share Purchase Plan (SPP) by applying for up to $30,000 of new Shares in Invion at 2.2 cents per Share without incurring brokerage or other transaction costs. This Offer Booklet provides details of the SPP and explains how Eligible Shareholders can participate.

Application for new Shares under the SPP must be received by 5:00pm (Melbourne time) on 3 December 2021.

Not for release or distribution in the United States or, except with the consent of Invion, elsewhere outside Australia and New Zealand.

For personal use only

Contents

1.	Letter from the Chairperson ..................................................................................................	4
2.	Key Dates.................................................................................................................................	7
3.	Summary of SPP....................................................................................................................	8
4.	Terms and Conditions .......................................................................................................	12
	4.1	Offer ........................................................................................................................	12
	4.2	Eligible Shareholders..............................................................................................	12
	4.3	Issue Price ..............................................................................................................	13
	4.4	Size of Investment ..................................................................................................	13
	4.5	Amount to be raised and scale back ......................................................................	13
	4.6	Applications may be refused in full or part .............................................................	13
	4.7	Application for Shares under the SPP ....................................................................	13
	4.8	Participation by singleholders.................................................................................	15
	4.9	Participation by jointholders ...................................................................................	16

4.10 Participation on behalf of beneficial owners by custodians, trustees or nominees 16

	4.11	SPP Shares ............................................................................................................	16
	4.12	Underwriting............................................................................................................	17
	4.13	Quotation and notification of allotment ...................................................................	17
	4.14	Foreign securities restrictions ................................................................................	17
	4.15	ASIC Instrument 2019/547 .....................................................................................	18
	4.16	Withdrawal, suspension, termination, anomalies and disputes.............................	18
	4.17	Privacy policy..........................................................................................................	18
	4.18	Variation and termination........................................................................................	18
	4.19	Taxation ..................................................................................................................	19
	4.20	Governing law.........................................................................................................	19
	4.21	Inconsistency ..........................................................................................................	19
	4.22	Contact us...............................................................................................................	19
5.	Glossary and Interpretation ................................................................................................	19
	5.1	Definitions ...............................................................................................................	19
	5.2	Interpretation...........................................................................................................	21

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Important Information

This Offer Booklet does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation and particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

The offer of Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the SPP. This Offer Booklet does not constitute a prospectus or product disclosure statement and has not been lodged with ASIC. The issue of a prospectus or product disclosure statement is not required for the purpose of the SPP. You must rely on your own knowledge of the Company, previous disclosure made by the Company to ASX and, if necessary, consult with your professional adviser when deciding whether or not to participate in the SPP.

The market price of Shares may rise or fall from now to when the Shares are issued or allotted to you under the SPP. If you apply to participate in the SPP by completing and returning the Application Form (or otherwise making a valid Application in accordance with these Terms and Conditions), you are accepting the risk that the market price of Shares may change between the time you make your Application and the Allotment Date. This means it is possible that, up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Issue Price.

Please read this Offer Booklet (in particular, the Terms and Conditions) carefully, as you will be bound by the Terms and Conditions in participating in the SPP. Shareholders accepting the SPP will also be bound by the constitution of the Company.

This Offer Booklet is intended for use only in connection with the Offer to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this Offer Booklet may be restricted by law and persons (including Custodians and nominees) who come into possession of this Offer Booklet should observe any such restrictions.

This Offer Booklet may not be distributed or released in the United States. This Offer Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any jurisdiction where such an offer or solicitation would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the Securities Act or the securities laws of any U.S. state or other jurisdiction of the Unites States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account of benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

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1. Letter from the Chairperson

22 November 2021

Dear Shareholder

INVION SHARE PURCHASE PLAN

AN OPPORTUNITY TO INCREASE YOUR SHAREHOLDING IN INVION

On behalf of the Board, I am pleased to offer you the opportunity to participate in the Share Purchase Plan (SPP) recently announced by Invion Limited (IVX or Company).

The SPP provides Eligible Shareholders with an opportunity to apply for up to $30,000 in new Shares (subject to any scale back), irrespective of the number of Shares they currently own, without having to pay brokerage or transaction costs (the Offer). The SPP aims to raise approximately $3 million (before costs).The launch of the SPP follows the recent announcement by IVX regarding the placement new Shares at an issue price of 2.2 cents per Share to raise $15 million (before costs) (Placement).

The issue price of Shares issued under the SPP is 2.2 cents per Share (Issue Price), which is equal to the issue price under the Placement, and represents:

• a 18.5% discount to IVX's closing price of 2.7 cents per Share on 11 November 2021 (being the last trading day prior to the announcement of the Placement and SPP); and
• a 19.7% discount to the Company's 15-day VWAP of 2.74 cents.

Participants in the Placement and SPP will be entitled to participate in an offer of one free attaching option for every two new Shares subscribed under the Placement and SPP, as applicable, with an exercise price of 4 cents per option and expiring 18 months from their issue date (Option Offer). The Option Offer will be made under a separate prospectus lodged with ASIC and ASX on or about the date of this Offer Booklet.

Use of funds

The funds raised from the Placement and the SPP will be allocated to:

• subject to the Company obtaining Shareholder approval for the purposes of ASX Listing Rule 10.1:

1. the contribution of $5 million to RMW Cho Group Ltd (RMW) for development costs of the Photosoft™ technology, as disclosed to the ASX on 16 November 2021; and

• 1. funding of pre-clinical and clinical trials in the Territory granted for treatment of cancer and related diseases;
• atherosclerosis and infectious disease discovery and development;
• general working capital and operational costs; and
• funding the costs of the Placement, SPP and Option Offer.

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For personal use only

Participation in SPP

IVX is committed to ensuring that all Eligible Shareholders have the opportunity to participate in the SPP.

The SPP is being offered exclusively to all Eligible Shareholders, being registered holders as at 7.00 pm (Melbourne time) on 15 November 2021 (Record Date) with a registered address in Australia or New Zealand. The SPP is also being offered to Eligible Shareholders who are Custodians to participate in the Offer on behalf of certain Eligible Beneficiaries, subject to the Terms and Conditions.

Participation in the SPP is entirely voluntary and all Shares issued under the SPP will rank equally with existing Shares and will carry the same voting rights and entitlement to receive distributions.

No brokerage, commissions or other transaction costs will apply to purchases under the SPP.

Cap on SPP and Scale Back of Applications

IVX aims to raise $3 million under the SPP (being approximately 136.4 million Shares at an issue price of 2.2 cents per Share). IVX reserves the right to increase the size of the SPP at its absolute discretion.

If Applications under the SPP exceed $3 million (or a higher amount determined by the Company) (SPP Cap), the Company may scale back Applications received under the SPP on a pro rata basis outlined in section 3 of the offer booklet.

The SPP Cap is designed to ensure all Eligible Shareholders have a reasonable opportunity to participate equitably in the future of the Company by:

• ensuring that Eligible Shareholders who decide not to participate in the SPP are not significantly diluted; and
• providing those who elect to participate in the SPP Offer in a meaningful way to maintain to the extent possible their respective interests.

If Applications are scaled back, the share allocation of Eligible Shareholders participating in the SPP will be reduced on a pro rata basis based on the size of the existing security holding of the Eligible Shareholder as at the Record Date.

If Applications are scaled back, any excess Application monies will be refunded without interest.

How to accept this offer

The SPP opens at 9.00 am (Melbourne time) on 22 November 2021 and will close at 5.00 pm on 3 December 2021 (unless extended). Late Applications may be accepted or rejected in the absolute discretion of the Company. IVX also reserves the right to vary the Closing Date without prior notice subject to the Corporations Act and the ASX Listing Rules.

To apply for Shares under the SPP, please follow the instructions on the enclosed personalised Application Form. To participate in the Offer you must complete and return the Application Form together with your cheque, bank draft or money order in Australian dollars by 5.00 pm (Melbourne time) on 3 December 2021. Alternatively, you can pay by BPAY® (for Australian Shareholders only), in which case you do not need to return the Application Form.

Questions and further information

This Offer Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Offer Booklet carefully and in its entirety before deciding whether to apply.

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