Rision Limited ABN 47 090 671 819

49 AGNES ST EAST MELBOURNE VIC 3002

PO BOX 447, EAST MELBOURNE VIC 8002

Phone: +61 3 9671 3406 Fax: +61 3 8640 0658

Rision Limited Page 1 of 1

15 July 2016 The Company Announcements Office ASX Limited Via E Lodgement Notice of Meeting called under Section 249D of the Corporations Act 2001

Rision Limited (ASX:RNL) (“Rision”) provides the Notice of General Meeting and green and white

proxy forms in respect of a General Meeting of shareholders, to be held in Melbourne on Friday 25th

August.

Shareholders are being asked to consider four items of business relating to requests from a major

shareholder.

Attached to the Notice of Meeting are:

• A statement from Non-Executive Director Ron Howard (who is independent of the resolutions under consideration)

• A joint statement from Chairman Mr. Paul Lappin, Non-Executive Director Dr. Colin McLeod and Managing Director Dr. Kate Cornick (together the “Lappin-McLeod-Cornick Team”)

The requisition shareholder, Mr Robert Day, was offered the opportunity include a statement in this

Notice of Meeting but declined the offer.

Shareholders are strongly advised to read the Meeting booklet in full, including the statements from

Mr. Howard and the Lappin-McLeod-Cornick Team.

The booklet and accompanying statements contain important information regarding the business to

be considered at the General Meeting.

The enclosed green proxy form has, for your convenience, been completed in accordance with the

recommendation of the Lappin-McLeod-Cornick Team. You should use this proxy form if you support

the Lappin-McLeod-Cornick Team; otherwise, use the white proxy form.

For further information please contact: David Williamson +61 3 9671 3406

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STATEMENT FROM MR. RON HOWARD, NON-EXECUTIVE RISION DIRECTOR 15 July 2016 Dear Rision Shareholder, As you will read in the Notice of General Meeting, Rision Limited (“Rision” or the “Company”) has received a request from Pebtilly Pty Ltd, a company controlled by Rision Director, Mr. Robert Day (“Pebtilly”) to put certain resolutions to shareholders, which are to be considered at a General Meeting of the Company to be held on 25 August 2016. Pebtilly proposes to change the current Board by removing three of the five current Directors including Chairman Mr. Paul Lappin, Non-Executive Director Dr. Colin McLeod and Managing Director Dr. Kate Cornick (together the “Lappin-McLeod-Cornick Team”), and to elect Mr. Adam Sierakowski as a Non-Executive Director. If Pebtilly’s resolutions are successful, the Company’s Board will comprise Messrs Day and Sierakowski, as well as myself. As the only Director who is independent of the resolutions put forward by Pebtilly, my strong advice to shareholders is to vote AGAINST the resolutions to remove Mr. Lappin, Dr. McLeod and Dr. Cornick, and AGAINST the resolution to elect Mr. Sierakowski. I have worked closely with the Lappin-McLeod-Cornick Team. Together, in just a short period of time, we have achieved much including having successfully raised $6 million; built an outstanding and dedicated team; further developed Rision products to meet market opportunities; executed agreements with key channel partners that will help the company scale; and developed an impressive pipeline of businesses with which management is in discussion regarding sales opportunities, both in Australia and overseas. It would be a significant mistake in my view to remove the Lappin-McLeod-Cornick Team, and place the Company’s future in jeopardy at a time when delivering results is critical. In my opinion, bringing in a new leadership team would set the Company back at least six months, and it is not clear to me that the proposed Board and Management has a plan or the necessary capabilities to deliver on the exciting opportunities currently before the Company. As a shareholder and the only independent Non-Executive Director in respect of this matter, I urge other shareholders to support the current leadership, including the Lappin-McLeod-Cornick Team, and let us get on with the important task of running your Company. Yours faithfully

Mr. Ron Howard Non-Executive Director

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STATEMENT FROM RISION DIRECTORS, MR. PAUL LAPPIN, DR. COLIN MCLEOD and DR. KATE CORNICK

15 July 2016 Dear Rision Shareholder, Approximately five months ago, Rison Limited (“Rision” or the “Company”) completed a $6 million capital raise and the purchase of Rision Pty Ltd from various vendors, including Non-Executive Rision Director, Mr. Robert Day. At the time of the capital raising, Rision laid out a comprehensive plan to develop a global company providing cloud-based human resourcing solutions for organisations that manage contingent workers and their employees. The plan, as articulated in the Prospectus and subsequently communicated to the market, set out a clear strategy to grow the business over a period of at least a year. Mr. Day, as a signatory to the Prospectus, endorsed the plan. Shareholders are now being asked by Pebtilly Pty Ltd, Mr. Day’s private company (“Pebtilly”), to change the Board by removing as Directors Non-Executive Chairman Mr. Paul Lappin, Non-Executive Director Dr. Colin McLeod and Managing Director Dr. Kate Cornick (together, the “Lappin-McLeod-Cornick Team”) and electing Mr. Adam Sierakowski as a Director. If shareholders approve each of the resolutions requested by Pebtilly, the Board of Rision will comprise Mr. Day and Mr. Sierakowski, as well as current Non-Executive Director, Mr. Ron Howard. It is noted that Mr. Howard, who is not the subject of a removal resolution, is independent of the current impasse (please see accompanying statement from Mr. Howard). The Lappin-McLeod-Cornick Team, together with Mr. Howard, are unanimous in their view that the best interests of the Company will be served by voting AGAINST each of the resolutions requested by Pebtilly, thereby leaving the Rision Board unchanged. Their reasons include:

1. As set out above the plan to grow Rision into global company, as articulated in the Prospectus and subsequent communications, is comprehensive and was the basis for the $6 million in capital that the Company raised from shareholders

2. In the five months since the plan was put in place, much has been achieved including

putting in place a strong team, further developing the Rision product to meet market needs, putting in place key channel partnerships that will support the business to scale, building a sales pipeline and acquiring customers. Indeed, the Company has set the groundwork for significant sales and growth over the forthcoming 12 - 18 months

3. Rision personnel key to advancing the company, including Mr. Lappin, Dr. Cornick

and Dr. McLeod, will be lost to the Company, and in our view there is a serious risk that other senior team members may also leave;

4. The action proposed by Mr. Day will put at risk short-term revenues that are critical

to the Company and expose Rision to uncertainty

5. Mr. Day and the nominated Director have not articulated any clear plan. Mr. Day was offered the opportunity to set out his plan in this Notice of Meeting but declined the offer. Shareholders have not been informed of who will fill the roles of Company Chairman or Managing Director, and there is no information as to whether or not Mr. Day and the nominated Director intend to deliver the plan set out in the Prospectus or

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if they have other views on the direction of the Company Shareholders are strongly encouraged to read further information provided in support of this position, which is set out in an attachment. As your Directors, the Lappin-McLeod-Cornick Team respects the right of every shareholder to be heard. Equally, we have an obligation to act without fear of favour, and not to subjugate the interests of the Company to Mr. Day and the nominated Director. The actions of Mr. Day have come at a significant cost and inconvenience to you, your Directors and, most importantly, your Company. The outcome of the General Meeting is crucial to the value of your shares, and we strongly urge shareholders to support Mr. Lappin, Dr. McLeod and Dr. Cornick by voting AGAINST all four resolutions. This will enable us to grow your Company according to the plans set out in the Prospectus. Please be aware… every single vote is very important! Your vote might just make the difference. Finally, we would like to thank you for your past support, and very much look forward to seeing Rision succeed, without the distraction of agitation by Mr. Day. Yours faithfully, Mr. Paul Lappin Dr. Kate Cornick Dr. Colin McLeod Non-Executive Chairman Managing Director Non-Executive Director This letter is a statement provided by Rision Directors, Mr. Paul Lappin, Dr. Kate Cornick and Dr. Colin McLeod, pursuant to section 203D of the Corporations Act (Cth) for circulation to you and forms part of the accompanying Notice of General Meeting in respect of the forthcoming General Meeting of the Company to be held on 25 August 2016.

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ATTACHMENT 1. RISION ALREADY HAS IN PLACE A COMPREHENSIVE GLOBAL PLAN As set out in its Prospectus and subsequent communications, Rision has put in place a comprehensive plan for global growth across a range of sectors including: hospitality, major events, fast food, retail, facilities management, transport and healthcare. The plan includes:

• Building a quality global team to drive the growth of the business • Increasing sales to small and medium businesses to drive early revenues • Building a pipeline of enterprise opportunities with the intention of conducting trials of Rision

technology ahead of integrations and full-scale rollout, thereby driving long term growth • Development of strategic channel partnerships, including technology partners, business

associations, to provide a way for Rision to scale at speed • The creation of pathways to attract significant numbers of potential employees for Rision

customers including through working with unions • Continued customer-focused technology development to include improvements to roster, including

the full integration of the Australian Employment Awards system across multiple industries All these are in the process of being successfully executed, or have already been completed. 2. IN FIVE MONTHS, RISION HAS ACHIEVED MUCH AGAINST THE PLAN Over the past five months since raising capital, much has been achieved by the Company including:

• Developed a strong team, including building sales capabilities in the USA, Israel and Australia; • Built a significant pipeline of opportunities across a diverse range of industries including transport

and health; • Acquired synergistic rostering platform, RosterCloud, dramatically increasing the Company’s

client base in the sector and positioning Rision as a premier rostering company in the catering sector;

• Developed a strategic channel partnership with the National Retail Association, which provides an opportunity to reach over 19,000 businesses in the Australian retail and fast food sectors that together employ over 1.5 million people;

• Developed a strategic channel partnership with DragonTail Systems, which provides a route to scale the business through the YUM! Group which employs over 1.5 million people worldwide;

• Launched product in Israel, with mobile applications now available through the Apple and Android applications stores in Hebrew; and

• Made enhancements to the technology to drive sales, including the introduction the Australian Fast Food and General Retail Awards into the platform, and the rollout of mobile applications for businesses amongst other improvements that drive sales

Not every initiative has proceeded as quickly as planned. For example, the Pizza Hut initiative in Israel has not progressed satisfactorily. This remains an important mid-term focus but it is clear that any agreement to roll out the platform in Israel is likely to generated very limited revenues before 2017. Other significant opportunities have progressed well over the past few months. This is especially true in Australia, where near-term revenues are being generated from early sales, the RosterCloud acquisition and the partnership with the National Retail Association. The sales pipeline is summarized in the following table: Sector Comments Pipeline in

Australia Pipeline Global

Hospitality Currently Rision’s largest user base resulting from the recent acquisition of RosterCloud

10 customers 1 in pipeline

1 customers 5 in pipeline

Major events Rision has signed on several large events and festivals in Melbourne and Victoria with more in the pipeline

2 customers 1 in pipeline

-

Fast Food A major opportunity in Australia with the National Retail Association and their member base of 19,000 stores and outlets

2 in pipeline (2) enterprise

2 in pipeline (2 enterprise)

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Retail A major opportunity in Australia with the National Retail Association and a large potential national addressable market of more than 100,000 businesses

2 customers 2 in pipeline (2 enterprise)

-

Services and Facilities Management

Huge potential with major services organisations servicing large sporting venues and events

9 in pipeline (9 enterprise)

3 in pipeline (3 enterprise)

Local Government

A large potential opportunity with an addressable market of more than 560 local government bodies in Australia; parking inspectors, council workers, local facilities and events.

3 in pipeline -

Transport An untapped potential with large enterprise transport and moving providers, including the transport and delivery of food.

2 in pipeline (2 enterprise)

2 in pipeline

Health The largest growth sector in the world, and the fifth largest employer in the world – the UK’s National Health System

5 in pipeline (4 enterprises)

-

Rision’s Australian team has developed a significant pipeline, and this domestic pipeline will be the source of near-term revenues for the company while supporting limited long-term growth. The global sales team is focused on driving sales to a smaller number of companies with a global presence, which will support the long-term growth of the company. The company does not yet have a significant enough pipeline of global opportunities that will support revenue in the near-term. 3. RISION RISKS LOSING KEY PERSONNEL In the event that Pebtilly’s resolutions are passed, the Company will lose the services of Mr. Lappin, Dr. McLeod and Dr. Cornick – a highly experienced team with a broad mix of skills including ASX listed company management and commercialization of technology start-ups. As noted above, the Australian team has developed a significant pipeline of sales, in large part due to the efforts of Mr. Lappin, Dr. Cornick and Dr. McLeod. Dr. Cornick is primarily responsible for key outcomes including the National Retail Association strategic partnership; the recent acquisition of RosterCloud; and the development of relationships with unions, and her removal will impact the ability of the company to leverage these opportunities. Removal of Mr. Lappin, Dr. Cornick and Dr. McLeod places at risk the Australian sales pipeline of activity, as well as significant opportunities including the ability to leverage recent achievements including the National Retail Association partnership and the RosterCloud acquisition. Dr. Cornick has also been primarily responsible for building the Rision team, many of whom have been attracted to work in the business because of the leadership team, including key sales personnel. Removal of the Managing Director Dr. Cornick may result in the departure of other key personnel, and this will affect the ability of the Company to deliver – especially in the short-term. 4. CHANGE PUTS AT RISK RISION’S FINANCIAL POSITION Rision is in a relatively strong position financially with $3 million in cash at 30 June 2016, and strong growth prospects. Mr. Day’s proposal to remove the Lappin-McLeod-Cornick Team risks this financial position for the following reasons:

• It is critical to recognize that the business is heavily reliant on domestic sales in its early stages of growth. We anticipate receipt of meaningful revenues from the existing pipeline of opportunities in Australia in the near term, as detailed above.

Mr. Day and the nominated Director’s plan has not been articulated, but a ‘starting over again’ approach will put at risk these revenues.

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• In addition to meeting the obligation of paying out the contracts of Mr. Lappin, Dr. McLeod and Dr. Cornick, as well as those of other key personnel that may leave, the Company will also incur cost in appointing a new team.

If Mr. Day and the nominated Director’s view is to appoint additional senior staff, including an international Managing Director (as has been communicated to Rision’s Managing Director on 10 July 2016) in addition to supporting the Australian team, then more funds will be required in the near term.

While the Company’s cash flow position is strong, the budget has been carefully managed to ensure the Company’s expenditure is within means and can sustain the current team to the point that revenues are achieved. 5. MR. DAY IS SEEKING CONTROL WITHOUT ARTICULATING A PLAN We believe Mr Day and the nominated Director are seeking to take control of the Company without having articulated any clear plan and without paying Rision shareholders a control premium. Mr. Day was offered the opportunity to set out his plan in this Notice of Meeting but declined the offer. Shareholders have not been informed of whom will fill the roles of Company Chairman or Managing Director, and there is no information as to whether or not Mr. Day and the nominated Director intend to deliver the plan set out in the Prospectus or if they have other views on the direction of the Company. The plan, as articulated in the Prospectus and endorsed by Mr. Day, set out a plan to develop Rision into a commercially viable global business. If Mr. Day disagreed with these plans, the appropriate time to raise such concerns would have been prior to the Company’s Prospectus being issued. The Board (excluding Mr. Day) is of the strong view that the company is successfully executing against the plan set out in the Company Prospectus. Finally, it is noteworthy that Mr Day has made a number of allegations against the Company recently, including in relation to his contract of employment and remuneration as outlined to the ASX on 7 July 2016. The Company strenuously denies all the allegations made by Mr Day. Mr Day has also raised governance issues which the Company believes are completely without foundation and are also strenuously denied. We believe these unsubstantiated allegations reflect poorly on Mr Day and are inconsistent with a focus on implementing the Company’s plans and maximizing value for shareholders.

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3443-3850-3682v1

NOTICE OF GENERAL MEETING,

EXPLANATORY MEMORANDUM AND PROXY FORM

To be held at the offices of

Corrs Chambers Westgarth Level 25, 567 Collins Street Melbourne, Victoria, 3000

on

Thursday, 25 August 2016

At 9.00 am (AEST)

All Directors other than Mr Robert Day recommend that shareholders vote, and will be voting their own shares:

AGAINST all four Resolutions

This is an important document that requires your immediate attention.

You should read this document in its entirety before deciding whether or not to vote for or against any resolution at the General Meeting. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting. If you have questions about the General Meeting or the resolutions to be voted on, please call the shareholder information line on +61 3 9671 3406, Monday to Friday between 9:00 am and 5:00 pm (AEST).

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RISION LIMITED ABN 47 090 671 819

NOTICE OF GENERAL MEETING AND AGENDA Notice is hereby given that a general meeting of shareholders of Rision Limited (“Rision” or the “Company”) will be held at the offices of Corrs Chambers Westgarth, Level 25, 567 Collins Street, Melbourne, Victoria, 3000 on Thursday, 25 August 2016 commencing at 9:00 am AEST (“Meeting”).

The Explanatory Memorandum that accompanies and forms part of this Notice of General Meeting provides additional information on matters to be considered at the Meeting. The Proxy Form also forms part of this Notice of General Meeting.

Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete the Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 9:00 am AEST on Tuesday, 23 August 2016.

Terms and abbreviations used in this Notice of General Meeting and Explanatory Memorandum are defined in the glossary of the Explanatory Memorandum.

Shareholders should read the Explanatory Memorandum before deciding how to vote.

AGENDA Resolution 1: Election of Director - Mr Adam James Sierakowski

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

That, pursuant to section 201G of the Corporations Act 2001, and for all other purposes, Adam James Sierakowski be appointed as a director of the Company with effect from the passing of this resolution.

All Directors other than Mr Robert Day recommend that shareholders vote, and will be voting their own shares, AGAINST this resolution.

The Chairman intends to vote all undirected proxies against Resolution 1.

Resolution 2: Removal of Director - Dr Kate Elizabeth Cornick

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

That, pursuant to section 203D of the Corporations Act 2001, and for all other purposes, Kate Elizabeth Cornick be removed as a director of the Company with effect from the passing of this resolution.

All Directors other than Mr Robert Day (Dr Cornick abstaining) recommend that shareholders vote, and will be voting their own shares, AGAINST this resolution.

The Chairman intends to vote all undirected proxies against Resolution 2.

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Resolution 3: Removal of Director - Dr Colin Scott McLeod

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

That, pursuant to section 203D of the Corporations Act 2001, and for all other purposes, Colin Scott McLeod be removed as a director of the Company with effect from the passing of this resolution.

All Directors other than Mr Robert Day (Dr McLeod abstaining) recommend that shareholders vote, and will be voting their own shares, AGAINST this resolution. The Chairman intends to vote all undirected proxies against Resolution 3.

Resolution 4: Removal of Director - Mr Paul James Lappin

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

That, pursuant to section 203D of the Corporations Act 2001, and for all other purposes, Paul James Lappin be removed as a director of the Company with effect from the passing of this resolution.

All Directors other than Mr Robert Day (Mr Lappin abstaining) recommend that shareholders vote, and will be voting their own shares, AGAINST this resolution. The Chairman intends to vote all undirected proxies against Resolution 4.

Proxies, attorneys and corporate representatives A member entitled to attend and vote at the meeting may appoint a proxy, attorney or representative to give its vote and, if entitled to cast two or more votes, is entitled to appoint no more than two proxies. If two proxies are appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If such proportion is not specified, each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded. A proxy may but need not be a member of the Company and a member may appoint an individual or a body corporate to act as its proxy.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, executed in accordance with the

For the convenience of Shareholders, two proxy forms have been included with this Explanatory Memorandum, a green proxy form and a white proxy form. The green proxy form has been completed in line with the recommendations of Directors Dr Cornick, Dr McLeod and Mr Lappin, and has been paid for out of their personal funds. If you wish to vote in accordance with the recommendations of these Directors, as well as that of fellow Director, Mr Ron Howard, you should execute the green proxy form and return it to the Company Secretary following the instructions on the form. If you execute and return the green proxy form, you do not need to complete the white proxy form. If you want to appoint a proxy and do not wish to vote in accordance with the recommendations of the aforementioned Directors, you should follow the instructions on the white proxy form to indicate your voting directions and return the form to the Company Secretary following the instructions on the form.

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Corporations Act.

Proxy forms and, if applicable, the powers of attorney (or a certified copy of the powers of attorney) under which they are signed must be lodged directly by the member making the appointment at least 48 hours before the appointed time of the meeting. The Company will accept any appointment of a proxy that complies with the requirements of section 250A of the Corporations Act.

Lodgment details are as follows:

Post Using the enclosed pre-paid envelope; or

Security Transfer Registrars PO BOX 52, Collins St West VIC 8007

In person Level 9, Suite 913, 530 Little Collins Street, Melbourne, VIC, 3000

Facsimile +61 8 9315 2233

Email registrar@securitytransfer.com.au

Voting The Chairman intends to put each Resolution that is moved to a poll at the Meeting. Voting results will be announced to the ASX as soon as practicable after the Meeting.

Entitlement to attend and vote All Shareholders may attend the General Meeting.

The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 9:00 am (AEST) on 23 August 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board David Williamson Company Secretary Date: 15 July 2016

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RISION LIMITED ABN 47 090 671 819 EXPLANATORY MEMORANDUM

Introduction This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held at the offices of Corrs Chambers Westgarth, Level 25, 567 Collins Street, Melbourne, Victoria, 3000 on Thursday, 25 August 2016 commencing at 9:00 am AEST (“Meeting”).

The purpose of this Explanatory Memorandum is to explain the Resolutions and to provide information that the Board believes is material to Shareholders in relation to the Resolutions.

The Company recommends that Shareholders read this Explanatory Memorandum and all accompanying materials before making any decisions in relation to the Resolutions.

Background to special business being put to the Meeting The special business to be considered at the Meeting has been requested by Pebtilly Pty Ltd, a company controlled by Rision Director, Mr Robert Day (Pebtilly).

On 27 June 2016, the Company received a notice of requisition of meeting from Pebtilly to move resolutions to elect Mr Adam Sierakowski as a Director and to remove Dr Kate Cornick, Dr Colin McLeod and Mr Paul Lappin as Directors.

In compliance with the above, the Company has included in the Notice of General Meeting the following items of special business:

• Resolution 1 – Election of Mr Adam Sierakowski as a Director

• Resolution 2 – Removal of Dr Kate Cornick as a Director

• Resolution 3 – Removal of Dr Colin McLeod as a Director

• Resolution 4 – Removal of Mr Paul Lappin as a Director

The Directors the subject of removal resolutions, Kate Cornick, Colin McLeod and Paul Lappin, as well as Director Mr Ron Howard who is not the subject of a removal resolution, recommend that shareholders vote, and will be voting their own shares, AGAINST all four resolutions.

Voting in accordance with the recommendations of Kate Cornick, Colin McLeod, Paul Lappin and Ron Howard will result in a Board comprising Kate Cornick, Colin McLeod, Paul Lappin, Ron Howard and Robert Day. That is to say, the current Board will remain unchanged.

Mr Robert Day recommends that shareholders vote, and will be voting his own shares, FOR all four resolutions.

Voting in accordance with the recommendations of Mr Robert Day will result in a Board comprising Messrs Ron Howard, Robert Day and Adam Sierakowski.

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Frequently asked questions

On what basis have these resolutions been requested?

Any shareholder (or group of shareholders) holding more than 5% of the Company’s issued capital is entitled to requisition a general meeting be called to have resolutions considered. Resolutions 1 to 4 are being put before the Meeting as a result of a request from Pebtilly, which holds more than 5% of the Company’s Shares.

Why has Pebtilly not included a statement regarding his motives for requisitioning this meeting to remove Dr Cornick, Dr McLeod and Mr Lappin and appoint Mr Sierakowski

Mr Robert Day, the owner of Pebtilly, was offered the opportunity to include a statement in this Notice of Meeting but declined the offer. The Company is not responsible for the contents of any future statement made by Pebtilly (including whether it complies with all applicable laws).

Why do Directors Cornick, McLeod and Lappin recommend that Shareholders vote against Resolutions 1 to 4?

The Directors the subject of removal resolutions – Dr Cornick, Dr McLeod and Mr Lappin – do not agree with the reasons put forward by Pebtilly and will be voting Shares they hold AGAINST the Resolutions put forward by Pebtilly.

The reasons why these Directors have formed this view are set out in their statement to Shareholders. The Company is not responsible for the contents of the statement (including whether it complies with all applicable laws).

Director Mr Ron Howard is not the subject of a resolution for removal. What is his recommendation?

Fellow Director, Mr Ron Howard, who is not the subject of a removal resolution and hence will retain his Board position irrespective of the outcome of the resolutions.

Like the three Directors the subject of removal resolutions, Mr Howard does not agree with the reasons put forward by Pebtilly and, moreover, that shareholders would best be served by retaining the current Board. This is achieved by voting share AGAINST the Resolutions put forward by Pebtilly.

Mr Howard’s reasons for forming this view are set out in his statement to Shareholders. The Company is not responsible for the contents of the statement (including whether it complies with all applicable laws).

Further information

If you have questions about the General Meeting or the resolutions to be voted on, please call the shareholder information line on +61 3 9671 3406, Monday to Friday between 9:00 am and 5:00 pm (AEST).

Important dates and times

Record time/date to determine Shareholders eligible to vote

9:00 am (AEST) on Tuesday, 23 August 2016

Last time/date for receipt of valid proxies 9:00 am (AEST) on Tuesday, 23 August 2016

General Meeting 9:00 am (AEST) on Thursday, 25 August 2016

Nature of resolutions

All of the resolutions are ordinary resolutions, meaning that they can be passed by a simple majority of votes cast by the Shareholders entitled to vote.

Special Business

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Resolution 1 – Election of Director - Mr Adam James Sierakowski

Resolution 1 concerns the election of Mr Adam James Sierakowski as a Director.

Mr Sierakowski is a Director of Price Sierakowski, the legal firm that is representing Mr. Day and, through his interests in Trident Capital, is a shareholder of Rision holding 10,000,000 Shares granted as a part of the acquisition of Rision Pty Ltd by Rision (formerly Reclaim Industries Limited).

Information as to why the Directors the subject of removal resolutions – Dr Cornick, Dr McLeod and Mr Lappin – as well as Director Mr Ron Howard, who is not the subject of a removal resolution, recommend shareholders vote against, and will be voting their own Shares against, the election of Mr Sierakowski is set out in their respective statements, which are annexed at the front of this Explanatory Memorandum.

Resolution 2 – Removal of Director – Dr Kate Elizabeth Cornick

Resolution 2 concerns the removal of Dr Kate Elizabeth Cornick as a Director.

Kate, who is the Company’s Managing Director, was appointed as a Director in February 2016, but held the position of Managing Director of Rision Pty Ltd since September 2014.

As Managing Director, Kate has been instrumental in leading the company’s development over the past two years including contributing to existing product development as set out in the Company’s prospectus; leading road shows to investors including brokers; building a strong team including attracting the Chief Technology Officer; and managing key relationships including with partners such as the National Retail Association, unions and key prospective customers. Kate is primarily responsible for the largest revenue-generating contract the Company has attracted to date.

Kate is an experienced manager and technologist with experience working across university, government and private sectors. Prior to joining Rision, she held roles including Director of Industry Engagement and Innovation at the University of Melbourne, General Manager, Health and Education at NBN Co, Executive Director of the Institute for a Broadband-Enabled Society, and General Manager of the Centre for Energy-Efficient Telecommunications, a joint venture between the University of Melbourne, Victorian State Government and Alcatel-Lucent. Kate has also worked as Senior Telecommunications Adviser and Deputy Chief of Staff to Senator Stephen Conroy, the Australian Government Minister for Broadband, Communications and the Digital Economy.

Kate has an interest in 2,605,000 Shares and 24,000,000 Options.

Information as to why Directors Dr McLeod, Mr Lappin and Mr Howard (Dr Cornick abstaining) recommend shareholders vote against, and will be voting their own Shares against, the removal of Dr Cornick is set out in their respective statements, which are annexed at the front of this Explanatory Memorandum.

Resolution 3 – Removal of Director – Dr Colin Scott McLeod

Resolution 3 concerns the removal of Dr Colin Scott McLeod as a Director.

Colin was appointed as a Non-Executive Director in February 2016.

Colin is a director of companies in financial services, retail technology and education, and an adviser to early stage businesses in transport, wearable technology, aged care and education technology. He has also been the owner and co-founder of several businesses that received awards for business management and innovation, including the Australian Government Small Business of the Year, the Telstra Innovation Challenge and the Advance Australia Innovation Summit.

None of the Directors other than Mr Robert Day support this Resolution and will be voting their own Shares AGAINST the election of Mr Sierakowski as a Director.

None of the Directors other than Mr Robert Day (Dr Cornick abstaining) support this Resolution and will be voting their own Shares AGAINST the removal of Dr Cornick as a Director. F

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Colin is also an Associate Professor in the Faculty of Business & Economics at the University of Melbourne, and his academic career includes appointments at the Judge School of Business, University of Cambridge, and he Haas School of Business, University of California – Berkeley. His career includes Senior Executive Roles at Telstra, Goldman Sachs JBWere and the Australian Football League.

Colin has recently been recognised as one of the inaugural group of 12 Enterprise Professors by the University of Melbourne. These appointments recognise Australians who have made commercial outcomes from research and innovation. Colin has an interest in 2,500,000 Shares and 5,000,000 Options.

Information as to why Directors Dr Cornick, Mr Lappin and Mr Howard (Dr McLeod abstaining) recommend shareholders vote against, and will be voting their own Shares against, the removal of Dr McLeod is set out in their respective statements, which are annexed at the front of this Explanatory Memorandum.

Resolution 4 – Removal of Director – Mr Paul James Lappin

Resolution 4 concerns the removal of Mr Paul James Lappin as a Director.

Paul, who is the Company’s Non-Executive Chairman, was appointed as a Director in February 2016.

As Non-Executive Chairman, Paul has been instrumental in supporting the company to raise $6 million in February 2016. In addition Paul has provided significant contributions through his Chairmanship, including providing important contact capital that is supporting the company to commercialise its products in Australia and globally.

Paul is an experienced company director and chairman, leading companies across a diverse range of sectors including hospitality, commercial and bio-technology. Paul was previously co-owner and Executive Chairman of Peter Rowland Catering Pty Ltd, overseeing over a period of ten years the growth, national expansion and diversification of the business. He is Chairman of UCI Pty Ltd, a rapidly expanding commercial furniture company with offices around Australia. An experienced Chartered Accountant, Paul has previously worked for Price Waterhouse Coopers in both Australia and the USA.

Paul has an interest in 5,000,000 Shares and 10,000,000 Options.

Information as to why Directors Dr Cornick, Dr McLeod and Mr Howard (Mr Lappin abstaining) recommend shareholders vote against, and will be voting their own Shares against, the removal of Mr Lappin is set out in their respective statements, which are annexed at the front of this Explanatory Memorandum.

None of the Directors other than Mr Robert Day (Dr McLeod abstaining) support this Resolution and will be voting their own Shares AGAINST the removal of Dr McLeod as a Director.

None of the Directors other than Mr Robert Day (Mr Lappin abstaining) support this Resolution and will be voting their own Shares AGAINST the removal of Mr Lappin as a Director.

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GLOSSARY In this Notice and Explanatory Memorandum:

AEST Australian Eastern Standard Time

ASX means ASX Limited or the Australian Securities Exchange operated by ASX Limited, as the context requires.

Board means the board of Directors.

Chairman means the Chairman of the Meeting.

Company or Rision means Rision Limited (ABN 47 090 671 819).

Constitution means the constitution of the Company as amended.

Corporations Act means the Corporations Act 2001 (Cth) as amended.

Director means a director of the Company.

Explanatory Memorandum

means this explanatory memorandum.

Listing Rule means the official Listing Rules of ASX.

Meeting means the general meeting of shareholders of the Company to be held at the offices of Corrs Chambers Westgarth, Level 25/ 567 Collins Street Melbourne Victoria 3000 on Thursday, 25 August 2016 commencing at 9:00 am (“AEST”).

Notice of General Meeting

means this notice of meeting.

Option means an option to acquire a fully paid ordinary share in the capital of the Company.

Ordinary Resolution means a resolution requiring to be passed by a majority of such shareholders, as being entitled to do so, vote in person or by proxy on such resolution.

Pebtilly means Pebtilly Pty Ltd.

Resolution means a resolution set out in the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies AGAINST all the resolutions.

In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Exchange Tower, Level 9, Suite 913 530 Little Collins Street MELBOURNE VIC 3000 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

REGISTERED OFFICE:

SECTION C: Signature of Security Holder(s)

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

SECTION A: Appointment of Proxy

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Individual or Security Holder

Sole Director & Sole Company Secretary

Security Holder 2

Director

Security Holder 3

Director/Company Secretary

«EF

T_R

EFER

ENC

E_N

UM

BER

»

SECTION B: Voting Directions

OR

The meeting chairperson

RNL Code:

«HOLDER_NUM

BER»

Holder Number:

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

PROXY FORM

«ADDRESS_LINE_5»

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 9:00am AEST on Tuesday 23 August 2016.

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 9:00am AEST on Thursday 25 August 2016 at Corrs Chambers Westgarth, Level 25, 567 Collins Street, Melbourne VIC 3000 and at any adjournment of that meeting.

RISION LIMITED

ACN: 090 671 819

49 AGNES STREET EAST MELBOURNE VIC 3002

RNLP2250816 1 2 RNL RNLP2250816

RESOLUTION For Against Abstain

1. Election of Director - Mr Adam James Sierakowski

2. Removal of Director - Dr Kate Elizabeth Cornick

3. Removal of Director - Dr Colin Scott McLeod

4. Removal of Director - Mr Paul James Lappin

«Holder_name»

«Address_line_1»

«Address_line_2»

«Address_line_3»

«Address_line_4»

«Address_line_5»

«Company_code» «Sequence_number»

«Address_unknown»

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My/Our contact details in case of enquiries are:

Name:

Number:

( )

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

Email:

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this

information is incorrect, please make corrections on this form. Shareholders

sponsored by a broker should advise their broker of any changes. Please note that

you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the

Chairperson of the Meeting please write the name of that person in Section A.

If you leave this section blank, or your named Proxy does not attend the meeting,

the Chairperson of the Meeting will be your Proxy. A Proxy need not be a

shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each

item in Section B. Where more than one Proxy is to be appointed and the proxies

are to vote differently, then two separate forms must be used to indicate voting

intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting

and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form

may be obtained by contacting the Company's share registry or you may photocopy

this form.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or

number of securities applicable to that form. If the appointments do not

specify the percentage or number of votes that each Proxy may exercise,

each Proxy may exercise half of your votes; and

b) Return both forms in the same envelope.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the

Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged

this document with the Company's share registry. If you have not previously lodged

this document for notation, please attach a certified photocopy of the Power of

Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole

Company Secretary, this form must be signed by that person. If the Company

(pursuant to section 204A of the Corporations Act 2001) does not have a Company

Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a

Director jointly with either another Director or Company Secretary. Please indicate

the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate

"Certificate of Appointment of Corporate Representative" should be lodged with the

Company before the meeting or at the registration desk on the day of the meeting.

A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received

by Security Transfer Registrars Pty Ltd no later than the date and time stated on

the form overleaf. Any Proxy form received after that time will not be valid for the

scheduled meeting.

Security Transfer Registrars Pty Ltd

Postal Address PO BOX 52

Collins Street West VIC 8007

Street Address Exchange Tower, Level 9, Suite 913

530 Little Collins Street

MELBOURNE VIC 3000 AUSTRALIA

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email registrar@securitytransfer.com.au

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This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies AGAINST all the resolutions.

In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Exchange Tower, Level 9, Suite 913 530 Little Collins Street MELBOURNE VIC 3000 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

REGISTERED OFFICE:

SECTION C: Signature of Security Holder(s)

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

SECTION A: Appointment of Proxy

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Individual or Security Holder

Sole Director & Sole Company Secretary

Security Holder 2

Director

Security Holder 3

Director/Company Secretary

«EF

T_R

EFER

ENC

E_N

UM

BER

»

SECTION B: Voting Directions

OR

The meeting chairperson

RNL Code:

Holder Number:

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

PROXY FORM

«ADDRESS_LINE_5»

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 9:00am AEST on Tuesday 23 August 2016.

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 9:00am AEST on Thursday 25 August 2016 at Corrs Chambers Westgarth, Level 25, 567 Collins Street, Melbourne VIC 3000 and at any adjournment of that meeting.

RISION LIMITED

ACN: 090 671 819

49 AGNES STREET EAST MELBOURNE VIC 3002

RNLP2250816 1 2 RNL RNLP2250816

RESOLUTION For Against Abstain

1. Election of Director - Mr Adam James Sierakowski

X

2. Removal of Director - Dr Kate Elizabeth Cornick

3. Removal of Director - Dr Colin Scott McLeod

4. Removal of Director - Mr Paul James Lappin

«Holder_name»

«Address_line_1»

«Address_line_2»

«Address_line_3»

«Address_line_4»

«Address_line_5»

«Company_code» «Sequence_number»

«Address_unknown»

X

X

X

Directors Lappin, Cornick, McLeod and Howard recommend that you vote AGAINST each item of business.

The cost of providing this form was borne by Directors Lappin, Cornick, and McLeod out of their personal funds. If you do not support these Directors, you should not use this form.

X

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My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this

information is incorrect, please make corrections on this form. Shareholders

sponsored by a broker should advise their broker of any changes. Please note that

you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the

Chairperson of the Meeting please write the name of that person in Section A.

If you leave this section blank, or your named Proxy does not attend the meeting,

the Chairperson of the Meeting will be your Proxy. A Proxy need not be a

shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each

item in Section B. Where more than one Proxy is to be appointed and the proxies

are to vote differently, then two separate forms must be used to indicate voting

intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting

and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form

may be obtained by contacting the Company's share registry or you may photocopy

this form.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or

number of securities applicable to that form. If the appointments do not

specify the percentage or number of votes that each Proxy may exercise,

each Proxy may exercise half of your votes; and

b) Return both forms in the same envelope.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the

Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged

this document with the Company's share registry. If you have not previously lodged

this document for notation, please attach a certified photocopy of the Power of

Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole

Company Secretary, this form must be signed by that person. If the Company

(pursuant to section 204A of the Corporations Act 2001) does not have a Company

Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a

Director jointly with either another Director or Company Secretary. Please indicate

the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate

"Certificate of Appointment of Corporate Representative" should be lodged with the

Company before the meeting or at the registration desk on the day of the meeting.

A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received

by Security Transfer Registrars Pty Ltd no later than the date and time stated on

the form overleaf. Any Proxy form received after that time will not be valid for the

scheduled meeting.

Security Transfer Registrars Pty Ltd

Postal Address PO BOX 52

Collins Street West VIC 8007

Street Address Exchange Tower, Level 9, Suite 913

530 Little Collins Street

MELBOURNE VIC 3000 AUSTRALIA

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email registrar@securitytransfer.com.au

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

Email:

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