Orion Equities : Notice of Annual General Meeting & Explanatory Statement

NOTICE OF ANNUAL GENERAL MEETING & EXPLANATORY STATEMENT

Date and Time of Meeting: 11:00 am (Perth time)

on Thursday, 24 November 2016

Place of Meeting: Orion Equities Limited Level 2

23 Ventnor Avenue

West Perth, Western Australia

IMPORTANT NOTICE

This document is important and requires your immediate attention. If you are unsure what to do or have any questions in relation to the Annual General Meeting you should contact your legal, financial or other professional adviser as soon as possible. If you have already sold all of your Orion Equities Limited shares, please ignore this document.

This Notice of Annual General Meeting and Explanatory Statement is dated 25 October 2016

ASX Code: OEQ

Orion Equities Limited

A.B.N. 77 000 742 843

PRINCIPAL & REGISTERED OFFICE: SHARE REGISTRY:

Advanced Share Registry Services

Western Australia - Main Office

New South Wales - Branch Office

Level 2

23 Ventnor Avenue

West Perth, Western Australia 6005

T | [phone]

F | [phone]

E | [e-mail]

W | www.orionequities.com.au

110 Stirling Highway

Nedlands, Western Australia 6009 PO Box 1156, Nedlands

Western Australia 6909

T | [phone]

F | [phone]

E |[e-mail] W | www.advancedshare.com.au

Suite 8H, 325 Pitt Street

Sydney, New South Wales 2000 PO Box Q1736, Queen Victoria Building

New South Wales 1230

T | [phone]

T | [phone] Victoria

T | [phone] Queensland

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting (AGM) of shareholders of Orion Equities Limited A.B.N. 77 000 742 843 (Orion or OEQ or Company) will be held at Orion Equities Limited, Level 2, 23 Ventnor Avenue, West Perth, Western Australia, at 11:00 am (Perth time) on Thursday, 24 November 2016.

AGENDA

ORDINARY BUSINESS

1. 2016 Annual Report

   To consider and receive the Directors' Report, Financial Report and Audit Report of the Company for the financial year ended 30 June 2016.

   The 2016 Annual Reportwill be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2016 Annual Report may be viewed and downloaded from the Company's website: www.orionequities.com.auor emailed to shareholders upon request to [e-mail], when available.

2. Resolution 1 - Re-election of Farooq Khan as Director

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

   "That Mr Farooq Khan who retires (by rotation pursuant to the Company's Constitution) at this Annual General Meeting, being eligible, be re-elected as a Director of the Company."

3. Resolution 2 - Appointment of Auditor

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

   "That Rothsay Auditing, having been nominated by a shareholder and consented to act, be appointed Auditor of the Company."

4. Resolution 3 - Adoption of Remuneration Report

   To consider, and if thought fit, to pass the following resolution as an advisory non- binding resolution:

   "That the Remuneration Report as detailed in the Directors' Report for the financial year ended 30 June 2016 be adopted."

   Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this resolution.

   Voting Exclusion: The Company will disregard any votes cast on this resolution (in any capacity, except as specified below) by or on behalf of a member of "Key Management Personnel" (as defined in the Accounting Standards) and their "Closely Related Parties" (as defined in the Corporations Act 2001 (Cth)) (together, the Restricted Voters).

   Key Management Personnel (KMP) are the Company's Directors and Executives identified in the Company's Remuneration Report (which is included in the 2016 Annual Report).

   A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP's spouse, a dependant of the KMP or the KMP's spouse, anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the Company or a company the KMP controls.

   However, a Restricted Voter may cast a vote on this resolution as a proxy, for a person other than a Restricted Voter, and either:

5. the Proxy Form specifies the way the proxy is to vote on the resolution; or

6. the proxy is the Chair of the meeting and the Proxy Form expressly authorises the Chair of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

7. Shareholders should note that if a shareholder appoints the Chair as a proxy, or the Chair is appointed by default under the Proxy Form, and the Chair is not directed as to how to vote on Resolution 3 then, on the poll for that item, the Chair intends to vote any undirected proxies in favour of Resolution 3.

   Shareholders may also choose to direct the Chair to vote against the resolution or to abstain from voting on the resolution.

   DATED THIS 25th DAY OF OCTOBER 2016 BY ORDER OF THE BOARD

   VICTOR HO COMPANY SECRETARY

   Explanatory Statement Orion Equities Limited

   A.B.N. 77 000 742 843

   EXPLANATORY STATEMENT

   • This Explanatory Statement is provided to Orion shareholders pursuant to and in satisfaction of the Corporations Act and the ASX Listing Rules.

   • This Explanatory Statement is intended to be read in conjunction with the Notice of AGM (Meeting Document).

   • Shareholders should read this Meeting Document in full to make an informed decision regarding the resolutions considered at this AGM.

8. 2016 ANNUAL REPORT

   Section 317 of the Corporations Act requires the Directors of the Company to lay before the AGM the Directors' Report, Financial Report and the Auditor's Report for the last financial year that ended before the AGM. These reports are contained within the Company's 2016 Annual Report.

   A copy of the 2016 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2016 Annual Report may be viewed and downloaded from the Company's website: www.orionequities.com.au or the ASX website (www.asx.com.au) under ASX Code: OEQ or emailed to shareholders upon request to [e-mail], when available.

   Shareholders as a whole will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports and on the business and operations of the Company but no resolution to adopt the reports will be put to shareholders at the AGM.

   Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the Auditor's Report and the conduct of the audit of the Financial Report.

9. ORDINARY RESOLUTION 1 - RE-ELECTION OF FAROOQ KHAN AS DIRECTOR

Resolution 1 seeks shareholder approval for the re-election of Mr Farooq Khan as a Director of the Company.

The Company's Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to the Managing Director.

Mr Khan retires at the AGM under this rule. However, being eligible, he has offered himself for re- election as a Director of the Company.

Mr Khan has been a Director of the Company since 23 October 2003 and was most recently re- elected a Director at the 2013 AGM held on 28 November 20131.

Mr Khan's qualifications and experience are detailed in the Directors' Report in the Company's 2016 Annual Report.

The Board (other than Farooq Khan, who makes no recommendation in respect of his own re- election as a Director) supports the re-election of Farooq Khan to the Board and recommends that shareholders vote in favour of Resolution 1.

1 Refer Orion' ASX announcement dated 28 November 2013: Results of 2013 Annual General Meeting

2016 ANNUAL GENERAL MEETING | 3