EVZ LIMITED — Proxy Solicitation & Information Statement 2018

Jul 29, 2018

EVZ Limited ABN 87 010 550 357

Notice of Extraordinary General Meeting Explanatory Statement

Date of Meeting 30[th] August 2018

Time of Meeting 10am, Melbourne time

Place of Meeting “The G” Meeting Room Ground Level, 838 Collins Street Docklands, Victoria, 3008

1

Samples/000001/000002

ABN 87 010 550 357

EVZ Limited

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the members of EVZ Limited ABN 87 010 550 357 (“ Company ”) will be held at “The G” Meeting Room, Ground Level, 838 Collins Street, Docklands, Victoria, 3008 at 10.00am (Melbourne time) on 30[th] August 2018.

BUSINESS

Resolution 1:

RATIFICATION OF ISSUE OF SHARES UNDER MARCH 2018 PLACEMENT

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, the issue of 108,296,340 Shares under the March 2018 Placement, details of which are set out in the Explanatory Memorandum, be ratified by Shareholders.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour on this Resolution by a person or entity who participated in the issue of Shares under the March 2018 Placement and any Associates of those persons, unless the vote is cast:

1. by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

2. by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

The Chairperson intends to vote all undirected proxies in favour of this Resolution.

2

Resolution 2:

APPROVAL TO ISSUE SHARES UNDER CONDITIONAL PLACEMENT

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, the issue of 124,540,791 Shares to sophisticated and professional investors under the Conditional Placement, details of which are set out in the Explanatory Statement, be authorised and approved by Shareholders.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour on this Resolution by any person or entity who is expected to participate in the proposed issue of Shares under the Conditional Placement and any person who might obtain a material benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed, and any Associates of those persons. However, the Company need not disregard a vote if it is cast:

1. by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

2. by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

The Chairperson intends to vote all undirected proxies in favour of this Resolution.

Other business:

To consider any other business that may be properly and lawfully brought before the General Meeting in accordance with the Constitution and the Corporations Act.

Explanatory Memorandum:

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting. All Shareholders should read the Notice of General Meeting in its entirety.

Date: 27 July 2018

By order of the Board:

Pieter van der Wal Company Secretary

3

Samples/000001/000003

NOTES

1. A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to vote instead of the member.

2. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise one half of the member’s votes.

3. A proxy need not be a member of the Company.

4. The proxy form must be signed by the member or the member’s attorney. Proxies given by corporations must be executed under seal or signed under the hand of a duly authorised officer or attorney.

5. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be lodged:

6. a) Online via www.investorvote.com.au; or

7. b) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001, or on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

8. c) at the registered office of the Company, 115/838 Collins Street, Docklands Victoria 3008, or on fax number (03) 9542 6061 (within Australia) or +61 3 9542 6061 (outside Australia),

not later than 10am (Melbourne time) on 28[th] August 2018.

Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions electronically.

1. Your proxy form is enclosed. This is an important document. Please read it carefully. If you are unable to attend the General Meeting, please complete the enclosed proxy form and return it in accordance with the instructions set out on that form.

2. A person may attend the meeting under an appointment of corporate representative pursuant to section 250D of the Corporations Law or Power of Attorney only if a copy of that appointment or Power of Attorney is provided to the share registrars of the Company before the meeting. Accordingly, documents can be provided by post or facsimile as follows:

3. a) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001; or

4. b) by faxing it to the offices of Computershare Investor Services Pty Limited on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

An “Appointment of Corporate Representative” form is available on request from the Company, which may be contacted on (03) 9542 6061 (within Australia) or +61 3 9542 6061 (outside Australia).

1. For persons entitled to vote, under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the General Meeting will be as it appears in the share register at 7pm (Melbourne time) on 28th August 2018.

4

EVZ Limited ABN 87 010 550 357

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum provides a detailed explanation on each Resolution set out in the Notice of General Meeting.

Shareholders should read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Statement or the Notice of General Meeting, please contact the Company, your stockbroker or other professional adviser.

Terms and abbreviations used in the Notice and in this Explanatory Memorandum are defined in the Glossary.

1. March 2018 Placement

Overview

On 22 March 2018, the Company announced a capital raising comprising a placement of fully paid ordinary shares to sophisticated and professional investors to raise approximately $2.38 million (“March 2018 Placement”).

The March 2018 Placement resulted in the issue of 108,296,340 new Shares at an issue price of $0.022 (2.2 cents) per Share. The new Shares were issued on 27 March 2018, utilising the Company’s existing placement capacity under Listing Rule 7.1.

Use of funds

The total cash proceeds raised under the March 2018 Placement was approximately $2.38 million (before costs).

The net proceeds from the March 2018 Placement is being used to purchase new construction equipment and increase working capital levels to meet the requirements of the Company’s new contract appointments. In addition, it is providing working capital to pursue growth opportunities both in Australia and overseas.

Impact on capital structure

Following the issue of Shares under the March 2018 Placement, the capital structure of the Company comprised 830,271,945 Shares and 15,000,000 unlisted options.

Resolution 1

The Company seeks to ratify the issue of Shares under the March 2018 Placement at the General Meeting – see Resolution 1.

5

Samples/000001/000004

2. Conditional Placement

Overview

On 23[rd] July 2018, the Company announced a capital raising comprising a conditional placement to raise approximately $3.5 million (“Conditional Placement”) through the issue of 124,540,791 new Shares to sophisticated and professional investors at an offer price of $0.028 (2.8 cents) per Share.

Recent project successes announced by Brockman Engineering Pty Ltd:

On 2 May 2018:

• Selection to form a contract for the design, fabrication and construction of a new drinking water tank at Mernda, Victoria for Yarra Valley Water. The value of this contract is circa $6.4 million, with work commencing during July 2018.

• Receipt of a letter of intent pursuant to which it will perform early works in anticipation of the new Crude Tank Project at Mobil’s Altona Refinery. The value of this initial design contract is circa $0.5 million, with early works commencing in May 2018. (See also subsequent announcement below).

On 23 July 2018:

• Contracted for the engineering and construction of the new crude storage tank at the Mobil Altona Refinery. This appointment follows on from the Early Works package announced to the market on 2 May 2018. The total value of the contract is circa $27M.

Use of funds

The total cash proceeds to be raised under the Conditional Placement is approximately $3.5 million (before costs).

The net proceeds from the Conditional Placement will be used to purchase new construction equipment and increase working capital levels to meet the requirements of Brockman Engineering’s recently announced new contract appointments.

Impact on capital structure

Following the issue of Shares under the Conditional Placement, the capital structure of the Company will comprise 954,812,736 Shares and 15,000,000 unlisted options.

Resolution 2

The Company seeks Shareholder approval to undertake the Conditional Placement at this General Meeting – see Resolution 2. This is because the Company does not have the available capacity under Listing Rule 7.1 to issue the new Shares contemplated by the Conditional Placement.

If Resolution 2 is passed by Shareholders, the new Shares will be issued under the Conditional Placement on or around 4[th] September 2018.

6

If Resolution 2 is not passed by Shareholders, the Conditional Placement will be terminated, no new Shares will be issued, and the Company will not raise any new equity capital. The effect of this will be jeopardise Brockman Engineering Pty Ltd’s capacity to maximise the benefit of its recent contract project success.

3. Listing Rules – Chapter 7

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period without the approval of holders of ordinary securities than the amount which represents 15% of the number of fully paid ordinary securities on issue at the start of the 12 month period.

Listing Rule 7.2 sets out the exceptions to Listing Rule 7.1.

Listing Rule 7.3 provides that, for the holders of ordinary securities to approve an issue, or agreement to issue, equity securities under Listing Rule 7.1, an entity must provide certain specified information in relation to the issue (or agreement to issue) equity securities to its security holders.

Listing Rule 7.4 provides that an issue of securities made without the approval of holders of ordinary securities under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary securities subsequently approve the issue pursuant to a notice of meeting which complies with Listing Rule 7.5.

4. Resolution 1 – Ratification of issue of Shares under March 2018 Placement

4.1 Purpose

Resolution 1, which is an ordinary resolution, seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 108,296,340 Shares in connection with the March 2018 Placement under Listing Rule 7.1.

The March 2018 Placement is described in further detail in section 1 above.

4.2 Listing Rules 7.1 & 7.4

Listing Rules 7.1 and 7.4 are described in section 3 above.

The effect of Resolution 1 will be to ratify the issue of 108,296,340 new Shares under the March 2018 Placement for the purposes of Listing Rule 7.1.

4.3 Information provided in accordance with Listing Rule 7.5

The following information is provided in relation to the issue of Shares under the March 2018 Placement in accordance with Listing Rule 7.5:

• (a) 108,296,340 Shares were issued the March 2018 Placement.

• (b) The price at which Shares were issued under the March 2018 Placement was $0.022 (2.2 cents) per Share.

7

Samples/000001/000005

• (c) Shares issued under the March 2018 Placement are fully paid and rank equally in all respects with the Company’s other Shares on issue.

• (d) Shares were issued to sophisticated and institutional investors who are clients of Blue Ocean Equities Pty Ltd, the lead manager of the March 2018 Placement, or who were otherwise identified by the Company.

• (e) The funds raised from the March 2018 Placement will be used by the Company for the purposes set out in section 1.

• (f) A voting exclusion statement in relation to Resolution 1 is included in the Notice.

4.4 Recommendation and undirected proxies

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

The Chairperson intends to vote undirected proxies in favour of Resolution 1.

5. Resolution 2 – Approval to issue Shares under Conditional Placement

5.1 Purpose

Resolution 2, which is an ordinary resolution, seeks Shareholder approval for the purposes of Listing Rule 7.1 to permit the Company to issue 124,540,791 Shares to sophisticated and institutional investors under the Conditional Placement. Subject to the passing of this Resolution, it is expected that these Shares will be issued on 4[th] September 2018.

See section 2 above for more details on the Conditional Placement.

5.2 Listing Rules 7.1 and 7.3

Listing Rules 7.1 and 7.3 are described in section 3 above.

The Company was not permitted to issue Shares under the Conditional Placement at the time of announcement of the Conditional Placement as it did not have the requisite capacity under Listing Rule 7.1 at that time.

The effect of Resolution 2 will be to permit the Company to issue 124,540,791 Shares under the Conditional Placement in compliance with Listing Rule 7.1.

5.3 Information provided in accordance with Listing Rule 7.3

The following information is provided in relation to the proposed issue of Shares under the Conditional Placement in accordance with Listing Rule 7.3:

• (a) The maximum number of Shares to be issued under the Conditional Placement is 124,540,791 Shares.

• (b) The Shares will be issued under the Conditional Placement on or around 4th September 2018 and no Shares will be issued under the Conditional Placement later than 3 months after the date of the General Meeting.

8

• (c) The price at which Shares will be issued under the Conditional Placement is the offer price of $0.028 (2.8 cents) per Share.

• (d) Shares issued under the Conditional Placement will be issued to sophisticated and institutional investors who are clients of Blue Ocean Equities Pty Ltd, the lead manager of the Conditional Placement, or who were otherwise identified by the Company.

• (e) Shares issued under the Conditional Placement will be fully paid and rank equally in all respects with the Company’s other Shares on issue.

• (f) The funds raised from the issue of the Shares under the Conditional Placement will be used by the Company for the purposes set out in section 2.

• (g) A voting exclusion statement in relation to Resolution 2 is included in the Notice of Meeting.

5.4 Recommendation and undirected proxies

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

The Chairperson intends to vote undirected proxies in favour of Resolution 2.

9

Samples/000001/000006/i12

Glossary

In the Notice of Meeting and this Explanatory Memorandum, the following defined terms have the following meanings:

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it, as the context requires.

Chairperson means the chairperson of the General Meeting.

Company means EVZ Limited ABN 87 010 550 357.

Conditional Placement has the meaning given in section 2 of this Explanatory Memorandum.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

General Meeting means the general meeting of Shareholders convened by this Notice of Meeting.

Listing Rules means the listing rules of ASX as in force from time to time.

March 2018 Placement has the meaning given in section 1 of this Explanatory Memorandum.

Notice or Notice of General Meeting means the notice of General Meeting which accompanies this Explanatory Memorandum.

Related Party has the meaning given in the Listing Rules.

Resolution means a resolution contained in the Notice of General Meeting.

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

Shareholder means a holder of a Share.

10

==> picture [41 x 7] intentionally omitted <==

==> picture [52 x 8] intentionally omitted <==

==> picture [55 x 7] intentionally omitted <==

==> picture [52 x 7] intentionally omitted <==

==> picture [41 x 6] intentionally omitted <==

==> picture [83 x 39] intentionally omitted <==

Lodge your vote:

==> picture [19 x 14] intentionally omitted <==

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


----- End of picture text -----

Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

EVZ

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

==> picture [92 x 92] intentionally omitted <==

• For your vote to be effective it must be received by 10.00am (Melbourne time) Tuesday 28 August 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

==> picture [21 x 21] intentionally omitted <==

to indicate your directions

XX

I/We being a member/s of EVZ Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of EVZ Limited to be held at the “The G” Meeting Room, Ground Level, 838 Collins Street, Docklands, Victoria on Thursday, 30 August 2018 at 10.00am (Melbourne time) and at any adjournment or postponement of that meeting.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

==> picture [88 x 24] intentionally omitted <==

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

For Against Abstain
----- End of picture text -----

Resolution 1 Ratification of issue of Shares under March 2018 Placement Resolution 2 Approval to issue Shares under Conditional Placement

==> picture [83 x 50] intentionally omitted <==

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

==> picture [532 x 100] intentionally omitted <==

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

SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
----- End of picture text -----

2 4 1 3 6 1 A

E V Z