EVZ LIMITED — Capital/Financing Update 2017

Jun 4, 2017

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EVZ LIMITED ABN 87 010 550 357 ACN 010 550 357

5 June 2017

The Manager Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

APPENDIX 3B and OPTION TERMS

Enclosed is a final Appendix 3B in connection with the Company's capital raising announced on 11 May 2017 and the terms of issue of the unlisted options issued to Blue Ocean Equities Pty Ltd in connection with the capital raising.

For further information please contact:

Ian Wallace Company Secretary EVZ Ltd

About EVZ Limited (ASX: EVZ)

EVZ Limited is an industrial group with a portfolio of specialist businesses in the engineering services sector. EVZ operates in the areas of power generation, bulk storage tank design, engineering and construction and storm water management through subsidiaries TSF Engineering, Brockman Engineering and Syfon Systems. For further information please visit our website www.evz.com.au

EVZ Limited – 22 Hargreaves Street, Huntingdale Victoria 3166, PO Box 1070 Huntingdale, Victoria 3166 Tel: +61 3 9545 5288, Fax: +61 3 9542 6061

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

EVZ Limited ( EVZ or Company )

ABN

87 010 550 357

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares.
	The Company will issue 437,942,323 new shares pursuant to a pro rata renounceable entitlement offer also announced on 11 May 2017 (Rights Issue). This is 841 more new shares than previously announced in the Company’s Appendix 3B lodged on 11 May 2017 (being 437,941,482 new shares). The difference in the number of new shares being issued is due to a final reconciliation and rounding. The Company will also issue 15,000,000 unlisted options to the underwriter of the Rights Issue, or at the underwriter’s direction.

EVZ001_1700116_060.DOC

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	The new shares will be fully paid ordinary shares in the Company. The Options will have an expiry date that is 48 months from their date of issue and an exercise price of $0.02.
	From their date of issue, the new shares will rank equally in all respects with the existing fully paid ordinary shares in the Company. Each Option entitles the holder to subscribe for one share, which will rank equally in all respects with the existing shares, on issue. Options do not carry any dividend entitlement until they are exercised.
	$0.01 per new share under the Rights Issue. The Options will be issued for nil cash consideration.
	The proceeds from the Rights Issue (and the institutional share placement conducted in conjunction with the Rights Issue) will be used to settle payments with trade and other creditors whilst also increasing the working capital of the Company to pursue larger project opportunities and to pay the costs of the offer.
	No.

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	The new shares issued under the Rights Issue will be issued on 6 June 2017. The Options will be issued on 7 June 2017.

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Number +Class 8 Number and +class of all 678,810,138 Fully paid ordinary +securities quoted on ASX shares. ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all 15,000,000 Unlisted options. +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No change. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the +securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	No.
	Renounceable.
	20 new shares for every 11 fully paid ordinaryshares held as at the record date.
	Fully paid ordinary shares.
	7pm (Melbourne time) on Tuesday, 16 May 2017.
	No.
	Where fractions arise in the calculation of entitlements, they will be rounded up to the nearest whole number of new shares.

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	All countries other than Australia and New Zealand.
	5pm on Tuesday, 30 May 2017.
	Blue Ocean Equities Pty Limited ACN 151 186 935 (Underwriter).
	The Underwriter will receive: An underwriting fee equal to 3.0% of the gross amount underwritten (less 1.5% for any sub-underwriter commitments from certain agreed investors); and Up to 15 million unlisted options with an expiry date that is 48 months from the date of issue and with an exercise price of$0.02.
	N/A.
	N/A.
	N/A.
	N/A.
	19 May 2017.
	N/A.

EVZ001_1700116_060.DOC

28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full_through a broker? 31 How do security holders sell_part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	15 May 2017.
	23 May 2017.
	Eligible shareholders who wished to sell their entitlements on the ASX were required to instruct their stockbroker personally.
	Eligible shareholders were required to: in respect of their entitlements to be sold on the ASX, instruct their stockbroker personally; and in respect of their entitlements being taken up, send the completed Entitlement and Acceptance Form and a cheque for the application monies to the share registry, or by making payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.
	Eligible shareholders who wished to transfer all or part of their entitlements to another person or party other than on- market using ASX were required to send the following to the share registry by no later than 5pm (Melbourne time) on the closing date for receipt of acceptances or renunciations (which has now expired): completed Renunciation and Transfer Form (obtainable from their stockbroker or the share registry); Entitlement and Acceptance Form completed by the transferee; and transferee's cheque for the amount due in respect of the new shares made payable to 'EVZ Limited - Entitlement Issue'and crossed'notnegotiable'.
	6 June 2017 in respect of the new shares. 7 June 2017 in respect of the Options.

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

• 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which N/A. +quotation is sought

• 39 +Class of +securities for which N/A. quotation is sought

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40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	N/A.	N/A.
	N/A.
	Number	+Class
	N/A.	N/A.

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted +quotation.

• An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 5 June 2017 Company secretary

Print name: Ian Wallace

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013 EVZ001_1700116_060.DOC

EVZ Limited

Option terms of issue

The options to be issued to Blue Ocean Equities Pty Limited entitle the holder to subscribe for Shares on the following terms and conditions.

• (a) The Options are exercisable at a price of 2 cents ($0.02) each at any time from the date of issue of the Options up to the expiry of the period ending 4 years after the date of issue of the Options (“ Option Exercise Period ”), but not thereafter.

• (b) Each Option entitles the holder to subscribe for one Share.

• (c) No amount is payable on issue of the Options.

• (d) The Company must give each Option holder a certificate or statement stating:

• (i) the number of Options issued to the Option holder;

• (ii) the exercise price of the Options; and

• (iii) the date of issue of the Options and the Option Expiry Period.

• (e) The Company will maintain a register of holders of Options in accordance with section 168(1)(b) of the Corporations Act 2001 (Cth).

• (f) The Options will be fully transferrable in accordance with the Constitution of the Company and, for such time as the Company is listed, the Listing Rules of the ASX will apply.

• (g) Options do not carry any dividend entitlement until they are exercised. Subject to the Constitution, Shares issued on exercise of Options rank equally with other issued Shares from the date they are issued by the Company.

• (h) An Option holder is not entitled to participate in any new issue of securities to existing Shareholders unless the Option holder has exercised its Options before the record date for determining entitlements to the new issue of securities and participates as a result of holding Shares.

• (i) If listed, the Company must give an Option holder, in accordance with the Listing Rules, notice of:

• (i) the proposed terms of the issue or offer proposed under paragraph (h); and (ii) the right to exercise the Option holder's Options under paragraph (h).

• (j) If the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable is increased by the number of Shares which the Option holder would have received if the option holder had exercised the Option before the record date for determining entitlements to the issue, in accordance with the Listing Rules.

• (k) If the Company makes a pro rata issue of Shares (except a bonus issue) to existing Shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Option before the record date

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for determining entitlements to the issue, the exercise price of each Option is reduced in accordance with the Listing Rules.

• (l) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which each option holder is entitled and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (m) Any calculations or adjustments which are required to be made under the Option terms of issue will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.

• (n) The Company must within a reasonable period give to each Option holder notice of any change under paragraphs (h) to (l) (inclusive) to the exercise price of any Options held by an Option holder or the number of Shares for which the Option holder is entitled to subscribe on exercise of an Option.

• (o) When exercising Options, an Option holder must give the Company or its share registry a Notice of Exercise of Options form (substantially similar to the one below), together with payment of the exercise monies payable to the Company in connection with the Options being exercised (being $0.02 per Option) and the Option holder statement.

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

Notice of Exercise of Options
To the Directors of EVZ Limited (the Company),
I, …………………………………………………………………………………...
of ………………………………………………………………………………
being the registered holder of Options in the capital of the
Company hereby exercise . ....................... such Options to
subscribe for ordinary shares and enclose application monies
payable of $0.02 (2 cents) per option exercised.
I authorise you to register me as the holder of the shares to be allotted to me
and agree to accept such shares subject to the constitution of the Company.
Dated the day of 20
Signed by the holder of the Options ……………………………………….
----- End of picture text -----

• (p) The Options are exercisable on any business day during the Option Exercise Period. An Option holder may only exercise Options in multiples of 5,000,000 unless the Option holder exercises all of its Options.

• (q) If an Option holder exercises less than the total number of its Options, the Company must cancel the Option certificate (if any) and issue the Option holder a new certificate or holding statement for the remaining number of Options held by the Option holder.

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• (r) Options will be deemed to be exercised on the date that the Notice of Exercise of Option Form is received by the Company in accordance with paragraphs (o) and (p). The Company shall within 10 days after the receipt of such Notice and cleared funds, issue Shares in respect of the Options exercised and dispatch a shareholder statement to the holder.

• (s) If applicable, the Company will apply to ASX for official quotation of the Shares issued on exercise of the Options.

• (t) The Company will advise holders at least 20 Business Days before the impending expiry of their Options and will advise the due date for payment, the amount of money payable on exercise, the consequences of non-payment and such other details as the Listing Rules then prescribe, so as to enable holders to determine whether or not to exercise their Options during the Option Exercise Period.

• (u) These Option Terms of Issue and the rights and obligations of Option holders are governed by the laws of Victoria. Each Option holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria.

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