RNO: Notice of General Meeting-Proxy Form

NOTICE OF GENERAL MEETING TO CONSIDER CAPITAL MANAGEMENT INITIATIVES

MARCH 29, 2017. Melbourne, Australia.

The attached documents including the Notice of General Meeting incorporating the Explanatory Notes and Proxy form being dispatched to shareholders.

As previously outlined to shareholders, this Meeting seeks to ratify the recent placement at

1. cents to two sophisticated US based shareholders and also seek approval for the placement of options to three directors, the consolidation of capital on a one share for every ten shares held basis, and also a change to the constitution of the company to allow for the sale of less than marketable parcels.

   It is recommended that shareholders read the document in its entirety. Any questions regarding any of the resolutions can be directed to the Company Secretary, Mr Phillip Hains, at Level 1, 1233 High Street, Armadale. Vic 3124.

   Michael Johnson Chief Executive Officer

   About Rhinomed Limited (ASX: RNO)

   Rhinomed Limited is a Melbourne based technology firm with a focus on nasal, respiratory and breathing management technologies. The company is seeking to monetise applications of its technology portfolio in the Sport, Sleep, Wellbeing and Drug Delivery markets. For more information go to www.rhinomed.global

   NOTICE OF EXTRAORDINARY GENERAL MEETING Date: Friday 28 April 2017 Time: 10:30 am AEST - Registration from 10:15 am Location: Giorgios Function Room,

   1233 High Street, Armadale, VIC, 3143

   This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

   RHINOMED LIMITED

   ACN: 107 903 159

   NOTICE OF EXTRAORDINARY GENERAL MEETING

   Notice is hereby given that an Extraordinary General Meeting of Rhinomed Limited ACN 107 903 159 will be held at Giorgios Function Room, 1233 High Street, Armadale, VIC, 3143 on Friday, 28 April 2017 at 10:30 am AEST.

   The attached Explanatory Statement is provided to supply Shareholders with information to enable them to make an informed decision regarding the Resolutions set out in this Notice of Meeting. The Explanatory Statement is to be read in conjunction with this Notice of Meeting.

2. Resolutions

3. Resolution 1 - Ratification of prior placement of Shares

   To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the previous issue of 122,135,100 Shares to sophisticated investors, as referred to in the Explanatory Statement."

   Voting exclusion statement: The Company will disregard any votes cast on this Resolution by any person who participated in the issues of Shares and any of their associates. However, the Company need not disregard a vote 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 the direction on the proxy form to vote as the proxy decides.

     Resolution 2 - Approval of issue of 40,000,000 Options to Michael Johnson

     To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

     "That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 40,000,000 Options in the Company, to Michael Johnson, a director of the Company, or his nominee, on the terms described in the Explanatory Statement."

     Voting exclusion statement: The Company will disregard any votes cast on Resolution by Michael Johnson and any of his associates. However, the Company need not disregard a vote 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 the direction on the proxy form to vote as the proxy decides.

     Resolution 3 - Approval of issue of 10,000,000 Options to Brent Scrimshaw

     To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

     "That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 10,000,000 Options in the Company, to Brent Scrimshaw, a director of the Company, or his nominee, on the terms described in the Explanatory Statement."

     Voting exclusion statement: The Company will disregard any votes cast on Resolution by Brent Scrimshaw and any of his associates. However, the Company need not disregard a vote 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 the direction on the proxy form to vote as the proxy decides.

     Resolution 4 - Approval of issue of 10,000,000 Options to Dr. Eric Knight

     To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

     "That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 10,000,000 Options in the Company, to Dr. Eric Knight, a director of the Company, or his nominee, on the terms described in the Explanatory Statement."

     Voting exclusion statement: The Company will disregard any votes cast on Resolution by Dr Eric Knight and any of his associates. However, the Company need not disregard a vote 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 the direction on the proxy form to vote as the proxy decides.

   Resolution 5 [ Consolidation of Capital

   To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   "That with effect from 3 May 2017 (or such other subsequent date that is notified to ASX by the Company), the share capital of the Company be consolidated through the conversion of every ten (10) Shares into one (1) Share, and that any resulting fractions of Shares be rounded up to the nearest whole number of Shares."

   Resolution 6 [ Change to the Constitution (Unmarketable Parcels)

   To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

   "To amend the constitution of the Company by inserting a new clause 8A into the Constitution immediately following existing clause 8, as set out in Annexure B to this Notice of Meeting."