GREEN360 TECHNOLOGIES LIMITED — AGM Information 2017

Nov 21, 2017

NOTICE OF GENERAL MEETING

Accompanied by an Explanatory Statement & Proxy Form

This notice of general meeting , explanatory statement and proxy form should be read in their entirety.

If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional advisor prior to voting.

General Meeting to be held at the offices of Nova Legal, Level 2, 50 Kings Park Road, West Perth, Western Australia on Friday, 22 December 2017, commencing at 9.30am WST

UltraCharge Limited

ACN 140 316 463

If you wish to discuss this notice of general meeting or the accompanying documents, please do not hesitate to contact the Company Secretary on +61 8 6377 8043.

Contents

NOTICE OF GENERAL MEETING ........................................................................................... 2 PROXY APPOINTMENT, VOTING AND MEETING INSTRUCTIONS ........................ 4 EXPLANATORY STATEMENT .................................................................................................... 7

1. Ratification of prior issue of 1[st] tranche placement shares .............................................................................. 7 2. Approval for the issue of 2[nd] tranche placement shares .................................................................................. 8 3. Approval for the issue of advisor options ........................................................................................................ 10 Schedule 1 – Glossary .......................................................................................................................................... 12 Schedule 2 – terms of advisor options .............................................................................................................. 14

Key dates

20 December snapshot date for eligibility to vote 2017

20 December last day for receipt of proxy forms * 2017

22 December general meeting 2017

• proxy forms received after 9.30am WST will be disregarded.

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Notice of General Meeting

Notice is hereby given that a general meeting of UltraCharge Limited ACN 140 316 463 ( company ) will be held at the offices of Nova Legal, Level 2, 50 Kings Park Road, West Perth, Western Australia on Friday, 22 December 2017, commencing at 9.30am WST.

The explanatory statement , which accompanies and forms part of this notice , describes the various matters to be considered.

Terms used in this notice , unless the context otherwise requires, have the meanings given to them in the glossary set out in the explanatory statement .

Agenda

resolution Ratification of prior issue of 1[st] tranche placement shares

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

That, for the purposes of listing rule 7.4 , and for all other purposes, shareholders approve and ratify the issue of 95,000,000 1[st] tranche placement shares, on the terms and conditions set out in the explanatory statement .

resolution Approval for the issue of 2[nd] tranche placement shares

2

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

That, for the purposes of listing rule 7.1 , and for all other purposes, approval is given for the company to issue up to 35,000,000 2[nd] tranche placement shares, on the terms and conditions set out in the explanatory statement

resolution Approval for the issue of advisor options

3

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

That, for the purposes of listing rule 7.1 , and for all other purposes, approval is given for the company to issue up to 50,000,000 advisor options, on the terms and conditions set out in the explanatory statement

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NOTICE OF GENERAL MEETING UltraCharge Limited ACN 140 316 463

By order of the Board of directors

Peter Webse Company Secretary 20 November 2017

3

Proxy appointment, voting and meeting instructions

Lodgement of a proxy form

The proxy form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its fact to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged with the company no later than 9.30am WST on Wednesday, 20 December 2017 being not later than 48 hours before the commencement of the general meeting . Any proxy form received after that time will not be valid. Proxy forms may be lodged:

by hand Level 6, 105 St Georges Terrace

Perth WA 6000

by mail UltraCharge Limited PO Box 271 WEST PERTH WA 6872

Appointment of a proxy

A member of the company entitled to attend and vote at the general meeting is entitled to appoint a proxy. The proxy may, but need not be, a shareholder of the company .

If you wish to appoint the chairman of the meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the chairman of the meeting, please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting , the chairman of the meeting will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the company secretary on +61 (0) 8 6377 8043 or you may photocopy the proxy form .

To appoint a second proxy, you must on each proxy form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both proxy forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate shareholders

Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act .

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NOTICE OF GENERAL MEETING – Proxy appointment, voting and meeting instructions UltraCharge Limited ACN 140 316 463

Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

1. two directors of the company;

2. a director and a company secretary of the company; or

3. for a proprietary company that has a sole director who is also the sole company secretary – that director.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act , in which case the company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act . The certificate of appointment must be lodged with the company before the general meeting or at the registration desk on the day of the general meeting .

Votes on resolutions

You may direct your proxy how to vote on a resolution by placing a mark in one of the boxes opposite the resolution . All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the resolutions by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the resolutions , your proxy may vote as he or she chooses. If you mark more than one box on a resolution your vote on the resolution will be invalid.

Voting entitlement (snapshot date)

For the purposes of determining voting and attendance entitlements at the general meeting , shares will be taken to be held by the persons who are registered as holding the shares at 4.00 pm WST on Wednesday, 20 December 2017 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting .

Voting exclusion statements

The Corporations Act and the Listing Rules require that certain persons must not vote, and the company must disregard any votes cast by certain persons, on some of the resolutions to be considered at the meeting .

However, the company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form , or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF GENERAL MEETING – Proxy appointment, voting and meeting instructions UltraCharge Limited ACN 140 316 463

The company will disregard any votes cast on a resolution as set out in the table below:

Resolution	Nature of resolution	Persons excluded from voting
1	Ratification of prior issue of_1st tranche placement shares_	Any person who participated in the issue of the_1st_ _tranche placement shares,_and any_associates_of those persons.
2	Approval of issue of_2nd_ tranche placement shares	Any person who may participate in the proposed issue of the_2nd tranche placement shares_and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of_shares_, if_resolution 2_is passed, and any_associates_of those persons.
3	Approval of issue of_advisor_ options	Any person who may participate in the proposed issue of the_advisor options_and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of_shares_, if_resolution 3_is passed, and any _associates_of those persons.

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Explanatory statement

This explanatory statement has been prepared for the information of shareholders in relation to the business to be conducted at the general meeting .

The purpose of this explanatory statement is to provide shareholders with all information known to the company which is material to a decision on how to vote on the resolutions in the accompanying notice of general meeting .

This explanatory statement should be read in conjunction with the notice of general meeting .

Italicised terms in this explanatory statement and in the notice are defined in the glossary in Schedule 1.

Information relevant to particular resolutions is set out below.

1. RATIFICATION OF PRIOR ISSUE OF 1[ST] TRANCHE PLACEMENT SHARES

1.1. Background

• 1.1.1. On 3 November 2017, the company announced its intention to issue up to 125,000,000 shares at an issue price of $0.02 to raise up to $2.5 million, before costs ( placement ).

• 1.1.2. On 13 November 2017, the company used its 15% placement capacity under listing rule 7.1 to issue 95,000,000 shares at an issue price of $0.02 each to raise $1.9 million (before costs) ( 1[st] tranche placement shares ). At the same time, it announced that the placement would be amended to 130,000,000 shares to raise $2.6 million.

1.2. Requirement for shareholder approval

• 1.2.1. Listing rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period, without the approval of shareholders.

• 1.2.2. Listing rule 7.4 sets out an exception to listing rule 7.1 . It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to listing rule 7.1 (and provided that the previous issue did not breach listing rule 7.1 ) those securities will be deemed to have been made with shareholder approval for the purpose of listing rule 7.1 .

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NOTICE OF GENERAL MEETING – Explanatory statement UltraCharge Limited ACN 140 316 463

• 1.2.3. By ratifying this issue, the company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in listing rule 7.1 and up to the 10% annual placement capacity set out in listing rule 7.1A (if approved at the company’s 2017 annual general meeting) without the requirement to obtain prior shareholder approval.

• 1.2.4. Accordingly , resolution 1 seeks shareholder approval for the purposes of listing rule 7.4 .

1.3.

Required information

Pursuant to listing rule 7.5 , the following information is provided in respect of resolution 1:

• (a) the company issued 95,000,000 1[st] tranche placement shares ;

• (b) the 1[st] tranche placement shares were issued at an issue price of $0.02;

• (c) the 1[st] tranche placement shares are fully paid ordinary shares in the capital of the company issued on the same terms and conditions as the company’s existing shares;

• (d) the 1st tranche placement shares were issued to sophisticated and professional investor clients of CPS, none of which is a related party of the company ; and

• (e) the funds raised from the issue of the 1[st] tranche placement shares will be used for general working capital purposes and to fund the company’s research and development activities.

1.4. Directors’ recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 1 .

2. APPROVAL FOR THE ISSUE OF 2[ND] TRANCHE PLACEMENT SHARES

2.1. Background

Resolution 2 seeks shareholder approval for the issue of 35,000,000 shares , being the balance of the shares to be issued under the placement ( 2[nd] tranche placement shares ).

2.2. Requirement for shareholder approval

• 2.2.1. Listing rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities during any 12-month period than that amount

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NOTICE OF GENERAL MEETING – Explanatory statement UltraCharge Limited ACN 140 316 463

which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period, without the approval of shareholders. The 2nd tranche placement shares are equity securities for the purposes of the listing rules . The effect of resolution 2 will be to allow the company to issue the 2nd tranche placement shares during the 3 months following the meeting without using the company’s 15% annual placement capacity.

• 2.2.2. Accordingly , resolution 2 seeks shareholder approval for the issue of the 2[nd] tranche placement shares for the purposes of listing rule 7.1 .

2.3. Required information

Pursuant to listing rule 7.3 , the following information is provided in respect of resolution 2:

• (a) the maximum number of 2[nd] tranche placement shares to be issued is 35,000,000;

• (b) the 2[nd] tranche placement shares will be issued no more than 3 months after the date of the meeting ; (or such later date permitted by any ASX waiver or modification of the listing rules ) and it is intended to issue all 2[nd] tranche placement shares on the same date;

• (c) the 2[nd] tranche placement shares will be issued at an issue price of $0.02;

• (d) the 2[nd] tranche placement shares will be issued to sophisticated and professional investor clients of CPS, none of which is a related party of the company ;

• (e) the 2[nd] tranche placement shares to be issued will be fully paid ordinary shares in the capital of the company issued on the same terms and conditions as the company’s existing shares ; and

• (f) the funds raised from the issue of the 2[nd] tranche placement shares will be used for general working capital purposes and to fund the company’s research and development activities.

2.4. Directors’ recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 2 .

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NOTICE OF GENERAL MEETING – Explanatory statement UltraCharge Limited ACN 140 316 463

3. APPROVAL FOR THE ISSUE OF ADVISOR OPTIONS

3.1. Background

In accordance with a mandate dated 31 October 2017, pursuant to which the company appointed CPS as lead manager to the placement and as the company’s corporate advisor, the company has agreed to issue 50 million options , exercisable at $0.05 on or before 30 June 2020, to CPS or its nominees ( advisor options ).

3.2. Requirement for shareholder approval

• 3.2.1. Listing rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period, without the approval of shareholders. The advisor options are equity securities for the purposes of the listing rules . The effect of resolution 3 will be to allow the company to issue the advisor options during the 3 months following the meeting without using the company’s 15% annual placement capacity.

• 3.2.2. Accordingly , resolution 3 seeks shareholder approval for the issue of the advisor options for the purposes of listing rule 7.1 .

3.3.

Required information

Pursuant to listing rule 7.3 , the following information is provided in respect of resolution 3:

• (a) the maximum number of advisor options to be issued is 50,000,000;

• (b) the advisor options will be issued no more than 3 months after the date of the meeting ; (or such later date permitted by any ASX waiver or modification of the listing rules ) and it is intended to issue all advisor options on the same date;

• (c) each advisor option will be issued for $0.00001;

• (d) the advisor options will be issued to CPS or its nominees;

• (e) the advisor options will be issued on the terms and conditions set out in schedule 2 ; and

• (f) the funds raised from the issue of the advisor options will be used for general working capital purposes ; if all advisor options are exercised at the exercise price of $0.05, the company will raise $2.5 million.

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NOTICE OF GENERAL MEETING – Explanatory statement UltraCharge Limited ACN 140 316 463

3.4. Directors’ recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 3 .

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Schedule 1 – Glossary

	Schedule 1 – Glossary
1st tranche	has the meaning given to that term in_section 1.1.1_of the_explanatory statement_.
placement shares
2ndtranche	has the meaning given to that term in_section 2.1_of the_explanatory statement_.
placement shares
advisor options	has the meaning given to that term in_section 3.1_of the_explanatory statement_.
associate	has the meaning given to that term in Part 1.2, Division 2 of the_Corporations_
	Act, and shall be applied in accordance with the note to_listing rule 14.11_.
ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691, or where the context requires, the securities
	market which it runs.
board	the board of_directors_.
business day	a day (other than a Saturday or a Sunday) on which banks in Perth, Western
	Australia are open for normal business.
chairman	the chairman of the_meeting_.
closely related	has the meaning given to that term in section 9 the_Corporations Act_.
party
company	UltraCharge Limited ACN 140 316 463, a public company incorporated and
	existing in Australia and listed on_ASX_.
company	the company secretary of the_company_.
secretary
constitution	the constitution of the_company_.
Corporations Act	the_Corporations Act 2001_(Cth).
CPS	CPS Capital Group Pty Ltd ACN 088 055 636.
director	a director of the_company_.
dollar, $, A$ or	the lawful currency of Australia.
AUD
equity securities	has the meaning given to that term in the_listing rules_.

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NOTICE OF GENERAL MEETING – Explanatory statement UltraCharge Limited ACN 140 316 463

existing shares shares held by shareholders as at the date of this notice .

explanatory this explanatory statement which accompanies and forms part of the notice of statement general meeting . general meeting the general meeting of shareholders convened by the notice of general meeting , or or meeting any meeting adjourned thereof. glossary this glossary of terms. listing rules the official listing rules of ASX from time to time. notice of general this notice of meeting. meeting or notice

option an option to acquire a share . proxy form the proxy form accompanying this notice of general meeting quotation official quotation as defined in the listing rules . related body has the meaning given to that term in sections 9 and 50 of the Corporations Act . corporate related party has the meaning given to that term in sections 9 and 228 of the Corporations Act .

relevant interest has the meaning given to that term by sections 608 and 609 of the Corporations Act .

resolution a resolution set out in the notice . schedule a schedule of the explanatory statement . section a section of the explanatory statement . securities has the meaning given to that term in section 92 of the Corporations Act . shares or ordinary fully paid ordinary shares in the capital of the company . shares

shareholders the holders of ordinary shares in the company from time to time.

WST Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 – terms of advisor options

The terms and conditions attaching to the advisor options are set out below:

(a) Entitlement :

Each advisor option will entitle the holder to subscribe for one share . All shares issued on the exercise of the advisor options will rank equally in all respects with the company's existing shares .

(b) Exercise price :

Each advisor option shall entitle the holder to acquire one share on payment of the sum of $0.05 ( exercise price ) to the company .

(c) Exercise of options :

The advisor options will expire at 5.00pm WST on 30 June 2020 ( expiry date ). The advisor options may be exercised, in whole or in part, at any time prior to the expiry date , by completing and delivering a duly completed form of notice of exercise to the registered office of the company together with the payment of the exercise price in immediately available funds for the number of shares in respect of which the advisor options are exercised. An advisor option not exercised on or before the expiry date will lapse. Shares issued pursuant to the exercise of advisor options will be issued, and a holding statement or share certificate provided to the holders of advisor options in respect of those shares , on the above terms and conditions not more than 15 business days after the receipt of a duly completed form of notice of exercise and the exercise price in immediately available funds in Australian dollars in respect of the advisor options exercised.

(d) Quotation :

Application will not be made to ASX for official quotation of the advisor options . Provided the company is listed on ASX at the time, application will be made for official quotation of the shares issued on exercise of advisor options not later than 15 business days after the date of issue. If required, the company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act , or, if such a notice is for any reason not able to be delivered to ensure that an offer for sale of the shares does not require disclosure to investors, the company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the shares does not require disclosure to investors.

(e) Transfer :

The advisor options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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NOTICE OF GENERAL MEETING – Explanatory statement – terms of advisor options UltraCharge Limited ACN 140 316 463

(f) Participation and entitlements :

There are no participating rights or entitlements inherent in the advisor options and holders will not be entitled to participate in new issues of securities offered to shareholders during the currency of the advisor options . However, the company must give notice to the holders of advisor options of any new issue before the record date for determining entitlements to the issue in accordance with the listing rules so as to give holders the opportunity to exercise their advisor options before the date for determining entitlements to participate in any issue.

(g) Reorganisation of share capital :

In the event of a reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the company , all rights of holders of advisor options shall be changed to the extent necessary to comply with the Corporations Act and the listing rules applying to a reorganisation of capital at the time of the reorganisation.

(h) Bonus issue :

If, from time to time, before the expiry of the advisor options the company makes a pro-rata issue of shares to shareholders for no consideration ( bonus issue ), the number of shares over which an advisor option is exercisable will be increased by the number of shares which the holder would have received if the advisor option had been exercised before the record date for the bonus issue .

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