ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

Extraordinary General Meeting

28 December 2015

Dear Shareholders,

I attach a Notice of Extraordinary General Meeting of shareholders to be held on 5 February 2016. The purpose of the meeting is to consider the issue of unlisted options to the CEO, Dr Ben Greene and the five non-executive directors.

The Company has not issued options to Directors since May 2007 and the Directors believe that issuing these options, with shareholder approval, at a significant multiple to the current share price provides strong incentives to Directors and offers shareholders potential gains on the share price if these options are exercised.

The Company is proposing to issue 3,000,000 options to Directors at an exercise price of $3.00 for a term of three years as per the attached Notice of Extraordinary General Meeting and Explanatory Memorandum.

Yours faithfully,

Fred Bart Chairman

Suite 3, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia

Telephone +61 2 9233 5015 Fax +61 2 9232 3411

www.eos-aus.com

Notice of General Meeting

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Electro Optic Systems Holdings Limited

ACN 092 708 364

Suite 3, Level 12, 75 Elizabeth Street Sydney NSW 2000 Australia Telephone (61-2) 9233 5015 Fax (61-2) 9232 3411 www.eos-aus.com

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the shareholders of ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED will be held at the following time and place:

Time: 9.30 am Date: Friday 5 February 2016 Place: Suite 3, Level 12, 75 Elizabeth Street Sydney NSW 2000

Ordinary Business:

1. Issue of Options to Director – Dr Ben Greene

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

“For the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to issue 2,000,000 Options to Dr Ben Greene to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot Electro Optic Systems Holdings Limited shares.”

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2. Issue of Options to Director – Mr Fred Bart

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

“For the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to issue 200,000 Options to Mr Fred Bart to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot Electro Optic Systems Holdings Limited shares.”

3. Issue of Options to Director – Mr Peter Leahy

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

“For the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to issue 200,000 Options to Mr Peter Leahy to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot Electro Optic Systems Holdings Limited shares.”

4. Issue of Options to Director – Mr Ian Dennis

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

“For the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to issue 200,000 Options to Mr Ian Dennis to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot Electro Optic Systems Holdings Limited shares.”

5. Issue of Options to Director – Mr Mark Ureda

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

“For the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to issue 200,000 Options to Mr Mark Ureda to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot Electro Optic Systems Holdings Limited shares.”

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6. Issue of Options to Director – Mr Kevin Scully

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

“For the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to issue 200,000 Options to Mr Kevin Scully to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot Electro Optic Systems Holdings Limited shares.”

DATED: 28 December 2015

By Order of the Board of Directors

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I A Dennis Company Secretary

Notice of General Meeting

Electro Optic Systems Holdings Limited

ACN 092 708 364

EXPLANATORY MEMORANDUM TO SHAREHOLDERS TO ACCOMPANY THE NOTICE OF EXTRAORDINARY GENERAL MEETING

This Memorandum has been prepared for the information of shareholders of Electro Optic Systems Holdings Limited (referred to in this Memorandum as the “Company”) in connection with the business to be conducted at the Extraordinary General Meeting of the members of the Company to be held on Friday 5 February 2016.

Background

The Remuneration and Nomination Committee review executive director remuneration packages and non-executive remuneration packages on a regular basis and recommend changes to the Board.

As part of the review of Directors’ remuneration, the Board has agreed, subject to obtaining shareholder approval, to grant a total of 3,000,000 Options to Directors pursuant to the Employee Share Option Plan approved by Shareholders on 28 June 2002 as part of long term incentives (which have traditionally been offered by the Company in the form of Options). 2,000,000 of these options will be granted to the Chief Executive Officer, Dr Ben Greene and the balance of 1,000,000 to nonexecutive directors as detailed below.

The Board has a made a decision to issue options to all Directors on the basis that it will align a portion of their remuneration to achieving continued and sustainable growth in Shareholder value. Structuring a longer term incentive in this way is seen as a cost effective method of providing an incentive for their ongoing commitment and contribution.

The Board considers the proposed issue of options to directors is reasonable and appropriate having regard to the Company’s circumstances.

The Company has not granted any options to Directors since 31 May 2007.

Key terms of the Options

The Board proposes to issue the Options as follows

Number of Options	3,000,000
ExercisePrice	A$3.00
Expiry Date	31 January 2019
Vesting	50% of the number of options after one year 50% of the number of options after two years

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Each option proposed to be issued is exercisable into one Share upon payment of the exercise price.

The options will only be exercisable after reaching their vesting date but must be exercised before their expiry date. Unexercised Options will lapse on their expiry date.

The Options will otherwise be issued on the same terms as any other Options granted under the ESOP (being the plan that was approved by Shareholders at the AGM on 28 June 2002 and available on the web site). A number of the key terms include:

Treatment on cessation of employment : If a Director cease to be a director prior to the vesting date, then the options will lapse) other than cessation by reason of death or mental health). If a director cease to be a director of the Company after the options have vested, then if not exercised, those options lapse (although the Company may decide in its absolute discretion that Options do not lapse, and may consider reasons such as retirement, ill health, accident or redundancy).
Treatment on change of control : If a change of control occurs (as defined in the terms of the ESOP), the options will vest and become exercisable.
Entitlement to dividends : The Options will not entitle the holder to any dividends.
Transferability : The Options are non-transferrable.
Adjustments : The ESOP contains provisions to adjust the terms of the Options in accordance with the manner provided by the Listing Rules (including for example in the case of a rights issue or consolidation, subdivision or return of the issued capital of the Company).

Valuation of the Options

The Options will not be listed on any stock exchange and so there is no readily ascertainable market value of the Options. Accordingly, in such circumstances the Company has determined it is appropriate to value the Options in accordance with Accounting Standard AASB 2 (Share Based Payments). The Board notes that the value of the options can vary significantly depending on the methodology used and assumptions made and any one particular valuation methodology is not necessarily representative of the actual value of the Options.

In accordance with the requirements of Accounting Standard AASB 2, the indicative value of the options as at 24 December 2015 (being the latest practicable date prior to the printing of this document) is $1,380,000 ($0.46 per option) and was calculated using the Black and Scholes option pricing model (“B&S Model”):

Set out below are the specific assumptions and variables relied upon in calculating the indicative value set out above:

Assumptions

Notice of General Meeting

That the Options are American call options (i.e. they can be exercised at any time prior to the expiry date);
There are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost;
Short selling is allowed without restriction or penalty;
The risk free interest rate is known and constant throughout the duration of the options contract; and
No dividend is payable on the shares.

Variables

Share price of $1.32 (based on the weighted average price of the Company’s shares over the last 28 trading days prior to the last practicable date before lodgement of this Notice with ASX on 24 December 2015;
A risk free interest rate of 2.050% (3 year Government bond rate);
Forecast volatility of 83%;
An exercise price of $3.00
Expiry date of 31 January 2019 (3 years)

Notes

Any change in the variables applied in the B&S Model between the date of the valuation and the date the Options are issued would have an impact on their value.

Other Implications for the Company

Financial implications

Australian International Financial Reporting Standards require the Options to be expensed which is guided by AASB 2 (Share Based Payments). In accordance with AASB 2, these Options will be expensed pro-rata over the vesting period of the options.

Expensing the Options will have the effect of increasing both the expenses and contributed equity of the Company. Whilst there will be a reduction in profit, there will be no impact on the net assets or the cash position or financial resources of the Company as a result of expensing the Options.

There are no tax implications for the Company in issuing these Options.

Dilution

The Company presently has 56,845,926 Shares on issue with no Options outstanding. The grant of the Options to Directors will have a dilutionary effect on the percentage interest of exiting Shareholders’ holdings if all Options are exercised.

The dilutionary effect if all the Options proposed to be granted to Directors are exercised would amount to approximately 5.01% of the Company’s current issued Shares as detailed below:

Notice of General Meeting

Proforma assuming exercise of Options	Number

CurrentShares on Issue	56,845,926
Potential Shares on Exercise of Options	3,000,000
PotentialShares on issue postexercise	59,845,926
Existing Shareholders % post exercise	94.99%

If the Options are exercised by Directors, the value of the Company’s Shares may also be diluted. If the Share price is higher than the exercise price the value will be diluted as the Directors will be paying lower prices for the Shares when they exercise the Options. In this regards, it is considered unlikely that the Options will be exercised if the Company’s Share price is lower than the exercise price.

The Board notes that the process of exercising the Options will result in the Company raising additional funds for working capital purposes.

Other information

The Company is not aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by the proposed 6 resolutions.

1. Resolution 1 – Issue of Options to a Director – Dr Ben Greene

(a) Dr Ben Greene was appointed as an executive director and Chief Executive Officer of the Company on 11 April 2002. The Company as part of his remuneration has agreed to grant, subject to shareholder approval, 2,000,000 Directors Options exercisable on or before 31 January 2019 at an exercise price of $3.00. Dr Ben Greene will receive remuneration of $450,400 per annum as Chief Executive Officer in accordance with his employment contract plus an incentive bonus of up to a maximum of $140,000 if performance targets based on profit and backlog are achieved. The 2,000,000 Director Options proposed to be issued to Dr Ben Greene are to be issued under the terms of the Employee Share Option Plan approved by shareholders on 28 June 2002. The terms and conditions of these proposed Directors Options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

(i) a director of the entity; and

(ii) an associate of any director.

However, the entity need not disregard a vote if:

(i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or

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(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(c) The maximum number of securities to be issued to Dr Ben Greene and for which approval is required is 2,000,000 Options. The maximum number of securities that may be acquired by all persons from whom approval is required (being Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Kevin Scully and Peter Leahy) is 3,000,000.

(d) No Options have been issued to Directors or any associate of any Director under the EOS Employee Share Option Plan since the last approval on 31 May 2007, when shareholders approved the issue of a total of 1,764,800 unlisted options to Dr Ben Greene (964,800), Mr Fred Bart (200,000), Mr Ian Dennis (200,000), Mr Mark Ureda (200,000) and Mr Robert Schuitema (200,000). These Options were exercisable at $1.95 per Option and expired on 31 May 2011.

(e) In accordance with ASX Listing Rule 10.15.4A all Directors are entitled to participate in the EOS Employee Staff Option Plan subject to shareholder approval. The names of the Directors are Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Kevin Scully and Peter Leahy.

(f) The Company will issue the options within 12 months of the date of shareholder approval.

(g) The options are being issued for no monetary consideration. The exercise price of $3.00 per option were determined by the directors as part of an incentive package to Dr Greene at exercise prices significantly higher than the current share market price of $1.22 (24 December 2015). The exercise price of $3.00 is more than 2.5 times the current share price.

(h) The Company intends to use the funds raised through the issue and exercise of the Options for working capital.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions apply.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes

(a) a director;

(b) an entity over which a director has control: and

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(c) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Dr Ben Greene is a related party of the Company by virtue of the fact that he is a director.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Sections 217 to 227: and

(b) give the benefit within 15 months after the approval.

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Board (other than Dr Greene) has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required for the proposed issue of Director Options because the issue of Options is considered to be reasonable remuneration for the performance of services by Dr Greene in his capacity as a Director and CEO. The proposed issue will therefore fall within the exception provided by Section 211(1) of the Corporations Act to the requirement to obtain shareholder approval for the giving of a financial benefit to a related party in accordance with Chapter 2E of the Corporations Act.

Approval pursuant to Listing Rule 7.1 is not required in order to grant the Options to the Related Party as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the grant of the Options to a related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Notice of General Meeting

Annexure A

Terms and Conditions of Directors Options Proposed to be issued to Dr Ben Greene

a) Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is $3.00 per Option.
b) The Options are exercisable at any time prior to 5.00 pm on 31 January 2019 (the “Expiry Date”) by notice in writing to the Directors accompanied by the payment of the exercise price.
c) The Options are not transferable, except with the Board’s approval, or by force of law on death or legal incapacity.
d) No application will be made to the ASX for Official Quotation of the Options.
e) Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
f) Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.
g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least 9 business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.
h) There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.
i) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights on an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
j) The Company will, at least 20 Business Days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
k) The 2,000,000 Options will vest on the basis of 50% of the number of Options after one year and the balance after two years.

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2. Resolution 2 – Issue of Options to a Director – Mr Fred Bart

(a) Mr Fred Bart was appointed as a non-executive director of the Company on 8 May 2000. The Company as part of his non-executive director’s remuneration has agreed to grant 200,000 Directors Options exercisable at an exercise price of $3.00 on or before 31 January 2019, subject to shareholder approval. Mr Fred Bart will also receive cash director’s fees and superannuation of A$66,719 per annum as a non-executive director. The 200,000 Director Options proposed to be issued to Mr Fred Bart are to be issued under the terms of the Employee Share Option Plan approved by shareholders on 28 June 2002. The terms and conditions of these proposed Directors Options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

(i) a director of the entity; and

(ii) an associate of any director.

However, the entity need not disregard a vote if:

(i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or

(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(c) The maximum number of securities to be issued to Fred Bart and for which approval is required is 200,000 Options. The maximum number of securities that may be acquired by all persons from whom approval is required (being Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Kevin Scully and Peter Leahy) is 3,000,000.

(f) The Company will issue the options within 12 months of the date of shareholder approval.

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(g) The options are being issued for no monetary consideration. The exercise price of $3.00 per option were determined by the directors for the issue of options to directors based on the current share price of $1.22 (24 December 2015). The exercise price of $3.00 is more than 2.5 times the current share price.

(h) The Company intends to use the funds raised through the issue and exercise of the Options for working capital.

Chapter 2E of the Corporations Act

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes

(a) a director;

(b) an entity over which a director has control: and

(c) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Mr Fred Bart is a related party of the Company by virtue of the fact that he is a director.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Sections 217 to 227: and

(b) give the benefit within 15 months after the approval.

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Board (other than Mr Fred Bart) has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required for the proposed issue of Director Options because the issue of Options is considered to be reasonable remuneration for the performance of services by Mr Fred Bart in his capacity as a Director. The proposed issue will therefore fall within the exception provided by Section 211(1) of the Corporations Act to the requirement to obtain shareholder approval for the giving of a

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financial benefit to a related party in accordance with Chapter 2E of the Corporations Act.

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Annexure B

Terms and Conditions of Directors Options Proposed to be issued to Mr Fred Bart

a) Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is $3.00 per Option.
b) The Options are exercisable at any time prior to 5.00 pm on 31 January 2019 (the “Expiry Date”) by notice in writing to the Directors accompanied by the payment of the exercise price.
c) The Options are not transferable, except with the Board’s approval, or by force of law on death or legal incapacity.
d) No application will be made to the ASX for Official Quotation of the Options.
e) Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
f) Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.
g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least 9 business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.
h) There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.
i) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights on an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
j) The Company will, at least 20 Business Days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
k) The 200,000 Options will vest on the basis of 50% of the number of Options after the one year and the balance after two years.

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3 . Resolution 3 – Issue of Options to a Director – Mr Peter Leahy

(a) Mr Peter Leahy was appointed as a non-executive director of the Company on 4 May 2009. The Company as part of his non-executive director’s remuneration has agreed to grant 200,000 Directors Options at an exercise price of $3.00 on or before 31 January 2019, subject to shareholder approval. Mr Peter Leahy will also receive cash director’s fees and superannuation of A$41,016 per annum as a non-executive director. The 200,000 Director Options proposed to be issued to Mr Peter Leahy are to be issued under the terms of the Employee Share Option Plan approved by shareholders on 28 June 2002. The terms and conditions of these proposed Directors Options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

(i) a director of the entity; and

(ii) an associate of any director.

However, the entity need not disregard a vote if:

(i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or

(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(c) The maximum number of securities to be issued to Peter Leahy and for which approval is required is 200,000 Options. The maximum number of securities that may be acquired by all persons from whom approval is required (being Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Mr Kevin Scully and Peter Leahy) is 3,000,000.

(f) The Company will issue the options within 12 months of the date of shareholder approval.

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(h) The Company intends to use the funds raised through the issue and exercise of the Options for working capital.

Chapter 2E of the Corporations Act

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes

(a) a director;

(b) an entity over which a director has control: and

(c) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Mr Peter Leahy is a related party of the Company by virtue of the fact that he is a director.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Sections 217 to 227: and

(b) give the benefit within 15 months after the approval.

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Board (other than Mr Peter Leahy) has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required for the proposed issue of Director Options because the issue of Options is considered to be reasonable remuneration for the performance of services by Mr Peter Leahy in his capacity as a Director. The proposed issue will therefore fall within the exception provided by Section 211(1) of the

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Corporations Act to the requirement to obtain shareholder approval for the giving of a financial benefit to a related party in accordance with Chapter 2E of the Corporations Act.

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Annexure C

Terms and Conditions of Directors Options Proposed to be issued to Mr Peter Leahy

a. Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is $3.00 per Option.
b. The Options are exercisable at any time prior to 5.00 pm on 31 January 2019 (the “Expiry Date”) by notice in writing to the Directors accompanied by the payment of the exercise price.
c. The Options are not transferable, except with the Board’s approval, or by force of law on death or legal incapacity.
d. No application will be made to the ASX for Official Quotation of the Options.
e. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
f. Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.
g. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least 9 business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.
h. There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.
i. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights on an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
j. The Company will, at least 20 Business Days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
k. The 200,000 Options will vest on the basis of 50% of the number of Options after the one year and the balance after two years.

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4 . Resolution 4 – Issue of Options to a Director – Mr Ian Dennis

(a) Mr Ian Dennis was appointed as a non-executive director of the Company on 8 May 2000. The Company as part of his non-executive director’s remuneration has agreed to grant 200,000 Directors Options exercisable at an exercise price of $3.00 on or before 31 January 2019, subject to shareholder approval. Mr Ian Dennis will also receive cash director’s fees and superannuation of A$41,016 per annum as a non-executive director and consulting fees of $120,000 per annum for company secretarial and other services. The 200,000 Director Options proposed to be issued to Mr Ian Dennis are to be issued under the terms of the Employee Share Option Plan approved by shareholders on 28 June 2002. The terms and conditions of these proposed Directors Options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

(i) a director of the entity; and

(ii) an associate of any director.

However, the entity need not disregard a vote if:

(i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or

(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(c) The maximum number of securities to be issued to Ian Dennis and for which approval is required is 200,000 Options. The maximum number of securities that may be acquired by all persons from whom approval is required (being Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Kevin Scully and Peter Leahy) is 3,000,000.

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(f) The Company will issue the options by within 12 months of the date of shareholder approval.

(h) The Company intends to use the funds raised through the issue and exercise of the Options for working capital.

Chapter 2E of the Corporations Act

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes

(a) a director;

(b) an entity over which a director has control: and

(c) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Mr Ian Dennis is a related party of the Company by virtue of the fact that he is a director.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Sections 217 to 227: and

(b) give the benefit within 15 months after the approval.

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Board (other than Mr Ian Dennis) has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required for the proposed issue of Director Options because the issue of Options is considered to be reasonable remuneration for the performance of services by Mr Ian Dennis in his capacity as a Director. The proposed issue will

Notice of General Meeting

therefore fall within the exception provided by Section 211(1) of the Corporations Act to the requirement to obtain shareholder approval for the giving of a financial benefit to a related party in accordance with Chapter 2E of the Corporations Act.

Notice of General Meeting

Annexure D

Terms and Conditions of Directors Options Proposed to be issued to Mr Ian Dennis

a) Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is $3.00 per Option.
b) The Options are exercisable at any time prior to 5.00 pm on 31 January 2019 (the “Expiry Date”) by notice in writing to the Directors accompanied by the payment of the exercise price.
c) The Options are not transferable, except with the Board’s approval, or by force of law on death or legal incapacity.
d) No application will be made to the ASX for Official Quotation of the Options.
e) Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
f) Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.
g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least 9 business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.
h) There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.
i) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights on an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
j) The Company will, at least 20 Business Days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
k) The 200,000 Options will vest on the basis of 50% of the number of Options after the one year and the balance after two years.

Notice of General Meeting

5 . Resolution 5 – Issue of Options to a Director – Mr Mark Ureda

(a) Mr Mark Ureda was appointed as a non-executive director of the Company on 28 April 2005. The Company as part of his non-executive director’s remuneration has agreed to grant 200,000 Directors Options exercisable at an exercise price of $3.00 on or before 31 January 2019, subject to shareholder approval. Mr Mark Ureda will also receive cash director’s fees of A$40,875 per annum as a non-executive director. The 200,000 Director Options proposed to be issued to Mr Mark Ureda are to be issued under the terms of the Employee Share Option Plan approved by shareholders on 28 June 2002. The terms and conditions of these proposed Directors Options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

(i) a director of the entity; and

(ii) an associate of any director.

However, the entity need not disregard a vote if:

(i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or

(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(c) The maximum number of securities to be issued to Mark Ureda and for which approval is required is 200,000 Options. The maximum number of securities that may be acquired by all persons from whom approval is required (being Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Kevin Scully and Peter Leahy) is 3,000,000.

(f) The Company will issue the options within 12 months of the date of shareholder approval.

Notice of General Meeting

(g) The options are being issued for no monetary consideration. The exercise price of $3.00 per option was determined by the directors for the issue of options to directors based on the current share price of $1.22 (24 December 2015). The exercise price of $3.00 is more than 2.5 times the current share price.

(h) The Company intends to use the funds raised through the issue and exercise of the Options for working capital.

Chapter 2E of the Corporations Act

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes

(a) a director;

(b) an entity over which a director has control: and

(c) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Mr Mark Ureda is a related party of the Company by virtue of the fact that he is a director.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Sections 217 to 227: and

(b) give the benefit within 15 months after the approval.

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Board (other than Mr Mark Ureda) has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required for the proposed issue of Director Options because the issue of Options is considered to be reasonable remuneration for the performance of services by Mr Mark Ureda in his capacity as a Director. The proposed issue will therefore fall within the exception provided by Section 211(1) of the Corporations Act to the requirement to obtain shareholder approval for the

Notice of General Meeting

giving of a financial benefit to a related party in accordance with Chapter 2E of the Corporations Act.

Notice of General Meeting

Annexure E

Terms and Conditions of Directors Options Proposed to be issued to Mr Mark Ureda

a) Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is $3.00 per Option.
b) The Options are exercisable at any time prior to 5.00 pm on 31 January 2019 (the “Expiry Date”) by notice in writing to the Directors accompanied by the payment of the exercise price.
c) The Options are not transferable, except with the Board’s approval, or by force of law on death or legal incapacity.
d) No application will be made to the ASX for Official Quotation of the Options.
e) Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
f) Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.
g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least 9 business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.
h) There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.
i) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights on an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
j) The Company will, at least 20 Business Days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
k) The 200,000 Options will vest on the basis of 50% of the number of Options after the one year and the balance after two years.

Notice of General Meeting

6 . Resolution 6 – Issue of Options to a Director – Mr Kevin Scully

(a) Mr Kevin Scully was appointed as a non-executive director of the Company on 19 September 2011. The Company as part of his non-executive director’s remuneration has agreed to grant 200,000 Directors Options exercisable at an exercise price of $3.00 on or before 31 January 2019, subject to shareholder approval. Mr Kevin Scully will also receive cash director’s fees and superannuation of A$40,875 per annum as a nonexecutive director. The 200,000 Director Options proposed to be issued to Mr Kevin Scully are to be issued under the terms of the Employee Share Option Plan approved by shareholders on 28 June 2002. The terms and conditions of these proposed Directors Options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

(i) a director of the entity; and

(ii) an associate of any director.

However, the entity need not disregard a vote if:

(i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or

(ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

(c) The maximum number of securities to be issued to Kevin Scully and for which approval is required is 200,000 Options. The maximum number of securities that may be acquired by all persons from whom approval is required (being Fred Bart, Dr Ben Greene, Ian Dennis, Mark Ureda, Kevin Scully and Peter Leahy) is 3,000,000.

(f) The Company will issue the options within 12 months of the date of shareholder approval.

Notice of General Meeting

(h) The Company intends to use the funds raised through the issue and exercise of the Options for working capital.

Chapter 2E of the Corporations Act

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a “related party” includes

(a) a director;

(b) an entity over which a director has control: and

(c) an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Mr Kevin Scully is a related party of the Company by virtue of the fact that he is a director.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Sections 217 to 227: and

(b) give the benefit within 15 months after the approval.

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The Board (other than Mr Kevin Scully) has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required for the proposed issue of Director Options because the issue of Options is considered to be reasonable remuneration for the performance of services by Mr Kevin Scully in his capacity as a Director. The proposed issue will therefore fall within the exception provided by Section 211(1) of the Corporations Act to the requirement to obtain shareholder approval for

Notice of General Meeting

the giving of a financial benefit to a related party in accordance with Chapter 2E of the Corporations Act.

Notice of General Meeting

Annexure F

Terms and Conditions of Directors Options Proposed to be issued to Mr Kevin Scully

a) Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is $3.00 per Option.
b) The Options are exercisable at any time prior to 5.00 pm on 31 January 2019 (the “Expiry Date”) by notice in writing to the Directors accompanied by the payment of the exercise price.
c) The Options are not transferable, except with the Board’s approval, or by force of law on death or legal incapacity.
d) No application will be made to the ASX for Official Quotation of the Options.
e) Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
f) Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.
g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each option holder at least 9 business days before the record date for any proposed issue of capital. This will give option holders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.
h) There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.
i) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights on an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
j) The Company will, at least 20 Business Days before the Expiry Date, send notices to the option holders stating the name of the option holder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
k) The 200,000 Options will vest on the basis of 50% of the number of Options after the one year and the balance after two years.

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www.eos-aus.com

Notice of General Meeting

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ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

PROXY FORM

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----- Start of picture text -----

I/We…….......................................................................................................................................
.
(BLOCK LETTERS)
of…...............................................................................................................................................
.
----- End of picture text -----

being the holder of ….......................... ordinary shares in Electro Optic Systems Holdings Limited hereby appoint:

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----- Start of picture text -----

Name:…...............................................................................................................................
of….......................................................................................................................................
B.
Name:…................................................................................................................................
of….......................................................................................................................................
to exercise….................% of my voting rights; and…..........................................................
Name:…................................................................................................................................
of….......................................................................................................................................
to exercise….................% of my voting rights.
----- End of picture text -----*

or failing him or her, the Chairman of the meeting as my proxy to vote and act for me and on my behalf at the EXTRAORDINARY GENERAL MEETING of Electro Optic Systems Holdings Limited to be held on Friday 5 February 2016 and any adjournment thereof. The Chairman of the meeting intends to vote in favour of the resolutions in relation to any undirected proxies.

Direction to proxy

Mark one of the three boxes for each resolution if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution or abstain from voting as the proxy thinks fit. If you appoint two proxies and wish them to vote differently this should be specified.

If the Chairman of the meeting is appointed as your proxy, or ❏ may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the resolution, please place a mark in the box.

Notice of General Meeting

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by him for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called for on the resolution.

Ordinary Resolutions	Ordinary Resolutions	In favour of the	Against the	Abstain
		resolution	resolution
1. Issue of	Unlisted Options to Dr Ben Greene	❏	❏	❏
2. Issue of	Unlisted Options to Mr Fred Bart	❏	❏	❏
3. Issue of	Unlisted Options to Mr Peter Leahy	❏	❏	❏
4. Issue of	Unlisted Options to Mr Ian Dennis	❏	❏	❏
5. Issue of	Unlisted Options to Mr Mark Ureda	❏	❏	❏
6. Issue of	Unlisted Options to Mr Kevin Scully	❏	❏	❏
Signed this	day of 2016
......................................................................		.....................................................................
Signature of Shareholder(s)

NOTES ON PROXY FORMS FOR THE ANNUAL GENERAL MEETING

Notes on Completion of Proxy Forms

Complete section A if you desire to appoint one proxy.
** Complete section B if you desire to appoint two proxies.
- Delete if the Chairman is not to be a proxy.

Signing of the proxy form

Each person registered as the holder of the above shares must sign the proxy form personally or by a duly appointed attorney or agent.

If a proxy is given by a corporation, a form of proxy must be executed under common seal of the corporation or under the hand of its attorney.

If a proxy is executed by an attorney of a member the attorney must declare that the attorney has no notice of revocation of the power of attorney and the relevant power of attorney if it has not already been noted by the company, must accompany the form of proxy.

Notice of General Meeting

Entitlement to appoint proxies

A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies who need not be members of the Company.

Where more than one proxy is appointed each proxy must be appointed to represent a specific proportion of the member's voting rights. A proxy need not be a member of the Company.

Lodgement of Proxy Form

Forms to appoint proxies must be lodged with the Company not later than 9.30 am on 5 February 2016 at the Registered Office of Electro Optic Systems Holdings Limited at Suite 3, Level 12, 75 Elizabeth Street, Sydney, NSW 2000.

Proxies may also be faxed to the Registered Office of Electro Optic Systems Holdings Limited on (02) 9232 3411.

Point at which Voting Rights are Determined

Regulation 7.11 of the Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of members will be taken for the purposes of determining member entitlements to vote at the meeting.

The Company's Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX at 3 February 2016 at 9.30 am shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Corporate Representative

In order to vote on behalf of a company that is a member of the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting. An Appointment of Corporate Representative form is enclosed if required.

Notice of General Meeting

Appointment of a Corporate Representative

Section 250D of the Corporations Act

This is to certify that by a resolution of the Directors of:

…………………………………………………………………………… (Company)

Insert name of Shareholder

The Company has appointed:

………………………………………………………………………………………… Insert name of Corporation Representative

In accordance with the provisions of section 250D of the Corporations Act, to act as the body corporate representative of that company at the meeting of Electro Optic Systems Holdings Limited to be held on 5 February 2016 and at any adjournments of that meeting.

DATED

Executed by the Company (In accordance with its constituent documents)

…………………………………………. …………………………………………. Signed by an authorised representative Signed by an authorised representative

…………………………………………. …………………………………………. Name of authorised representative [print] Name of authorised representative [print] …………………………………………. …………………………………………. Position of authorised representative [print] Position of authorised representative [print]

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the instructions below to complete the Certificate of Appointment:

Execute the Certificate following the procedure required by your Constitution or other constituent documents.
Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.
Insert the date of execution where indicated.

Send or deliver the certificate to the Registered Office of Electro Optic Systems Holdings Limited at Suite 3, Level 12, 75 Elizabeth Street Sydney, or faxed to the Registered Office on (02) 9232 3411.

AI assistant

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED — AGM Information 2015

64861_rns_2015-12-28_ae4c1598-2a68-43c6-9b49-b88a32636e04.pdf

Extraordinary General Meeting

Dear Shareholders,

Electro Optic Systems Holdings Limited

NOTICE OF EXTRAORDINARY GENERAL MEETING

Ordinary Business:

1. Issue of Options to Director – Dr Ben Greene

2. Issue of Options to Director – Mr Fred Bart

3. Issue of Options to Director – Mr Peter Leahy

4. Issue of Options to Director – Mr Ian Dennis

5. Issue of Options to Director – Mr Mark Ureda

6. Issue of Options to Director – Mr Kevin Scully

Electro Optic Systems Holdings Limited

EXPLANATORY MEMORANDUM TO SHAREHOLDERS TO ACCOMPANY THE NOTICE OF EXTRAORDINARY GENERAL MEETING

Background

Key terms of the Options

Valuation of the Options

Assumptions

Variables

Notes

Other Implications for the Company

Financial implications

Dilution

Notice of General Meeting

Other information

1. Resolution 1 – Issue of Options to a Director – Dr Ben Greene

Chapter 2E of the Corporations Act

Annexure A

Terms and Conditions of Directors Options Proposed to be issued to Dr Ben Greene

2. Resolution 2 – Issue of Options to a Director – Mr Fred Bart

Chapter 2E of the Corporations Act

Annexure B

Terms and Conditions of Directors Options Proposed to be issued to Mr Fred Bart

3 . Resolution 3 – Issue of Options to a Director – Mr Peter Leahy

Chapter 2E of the Corporations Act

Annexure C

Terms and Conditions of Directors Options Proposed to be issued to Mr Peter Leahy

4 . Resolution 4 – Issue of Options to a Director – Mr Ian Dennis

Chapter 2E of the Corporations Act

Annexure D

Terms and Conditions of Directors Options Proposed to be issued to Mr Ian Dennis

5 . Resolution 5 – Issue of Options to a Director – Mr Mark Ureda

Chapter 2E of the Corporations Act

Annexure E

Terms and Conditions of Directors Options Proposed to be issued to Mr Mark Ureda

6 . Resolution 6 – Issue of Options to a Director – Mr Kevin Scully

Chapter 2E of the Corporations Act

Annexure F

Terms and Conditions of Directors Options Proposed to be issued to Mr Kevin Scully

www.eos-aus.com

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED ACN 092 708 364

PROXY FORM

Direction to proxy

Notice of General Meeting

NOTES ON PROXY FORMS FOR THE ANNUAL GENERAL MEETING

Notes on Completion of Proxy Forms

Signing of the proxy form

Entitlement to appoint proxies

Lodgement of Proxy Form

Point at which Voting Rights are Determined

Corporate Representative

Appointment of a Corporate Representative

Section 250D of the Corporations Act

DATED

INSTRUCTIONS FOR COMPLETION

More from ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED

ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED AGM Information 2015