GREEN360 TECHNOLOGIES LIMITED — AGM Information 2017

Oct 26, 2017

NOTICE OF ANNUAL GENERAL MEETING

Accompanied by an Explanatory Statement & Proxy Form

This notice of annual 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.

Annual General Meeting to be held at the offices of Nova Legal, Level 2, 50 Kings Park Road, West Perth, Western Australia on Tuesday, 28 November 2017, commencing at 9.00am WST

UltraCharge Limited

ACN 140 316 463

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

Contents

	Contents
	NOTICE OF ANNUAL GENERAL MEETING ....................................................................... 2
	PROXY APPOINTMENT, VOTING AND MEETING INSTRUCTIONS ........................ 4
	EXPLANATORY STATEMENT .................................................................................................... 7
1.	Annual report and adoption of remuneration report ....................................................................................... 7
2.	Re-election of Mr John Paitaridis as a director .................................................................................................. 8
3.	Approval for the issue of consideration shares to ETV Energy .................................................................. 10
4.	Approval for an additional 10% placement capacity ...................................................................................... 13
5.	Approval for a selective reduction of capital ................................................................................................... 18
6.	Approval for appointment of auditor ............................................................................................................... 20
7.	Approval for renewal of proportional takeover provisions .......................................................................... 21
	Schedule 1 – Glossary .......................................................................................................................................... 25
	Schedule 2 – Additional information ................................................................................................................ 28
	Annexure A – Nomination of auditor .............................................................................................................. 29

Key dates

26 November snapshot date for eligibility to vote 2017

26 November last day for receipt of proxy forms * 2017

28 November annual general meeting 2017

• proxy forms received after 9.00am WST will be disregarded.

1

Notice of Annual General Meeting

Notice is hereby given that the annual 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 Tuesday, 28 November 2017, commencing at 9.00am 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

Annual Report

To receive and consider the annual report for the year ended 30 June 2017 which includes the financial report , the directors’ report , the remuneration report and the auditor’s report .

resolution Adoption of remuneration report

1

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

That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the annual report .

resolution Re-election of Mr John Paitaridis as a director

2

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

That, for the purposes of article 6.3(c) of the constitution , and for all other purposes, Mr John Paitaridis, who retires by rotation in accordance with the requirements of the constitution, being eligible and offering himself for re-election, be re-elected as a director .

resolution Approval for the issue of consideration shares to ETV Energy

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 90,000,000 consideration shares to ETV Energy, on the terms and conditions set out in the explanatory statement .

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NOTICE OF ANNUAL GENERAL MEETING UltraCharge Limited ACN 140 316 463

resolution Approval for an additional 10% placement capacity

4 To consider and, if thought fit, pass with or without amendment the following resolution as a special resolution :

That, for the purposes of listing rule 7.1A and for all other purposes, approval is given the issue of equity securities totalling up to 10% of the issued capital of the company (at the time of issue) calculated in accordance with the formula prescribed in listing rule 7.1A.2 and on the terms and conditions set out in the explanatory statement .

resolution Approval for a selective reduction of capital

5

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

That, for the purposes of section 256C of the Corporations Act and for all other purposes, approval is given for the company to selectively reduce its capital by cancelling 28,603,987 shares for nil consideration and on the terms and conditions set out in the explanatory statement .

resolution Approval for appointment of auditor

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

That for the purposes of section 327B of the Corporations Act , and for all other purposes, BDO Audit (WA) Pty Ltd , having been duly nominated by a member of the company and having consented in writing to act, be appointed as the registered auditor of the company and its controlled entities.

resolution Approval for renewal of proportional takeover provisions

7 To consider and, if thought fit, to pass the following resolution as a resolution : special

That, for the purposes of section 648G of the Corporations Act and for all other purposes, the existing proportional takeover provisions in the form set out in Schedule 5 of the constitution , a copy of which is tabled at the annual general meeting , are renewed for a period of three years commencing on the date of the meeting .

By order of the Board of directors

Peter Webse

Company Secretary

25 October 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 9.00am WST on Sunday, 26 November 2017 being not later than 48 hours before the commencement of the annual 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 annual 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 ANNUAL 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 annual general meeting or at the registration desk on the day of the annual 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 annual general meeting , shares will be taken to be held by the persons who are registered as holding the shares at 9.00am WST on Sunday, 26 November 2017 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the annual 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 ANNUAL 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:

below:
Resolution	Nature of resolution	Persons excluded from voting
1	Adoption of remuneration report	(a) a member of the_key management personnel_whose remuneration details are included in the remuneration report; or (b) a_closely related party_of such member. However, a person described above may cast a vote on this_resolution_if the vote is not cast on behalf of a person described in paragraphs a. or b. above and either: (a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this_resolution_; or (b) the person is the_chairman_and the appointment of the_chairman_as proxy: (c) does not specify the way the proxy is to vote on this_resolution_; and (d) expressly authorises the_chairman_to exercise the proxy even if this_resolution_is connected directly or indirectly with the remuneration of the_key_ management personnel.
3	Approval for the issue of consideration securities_to _ETV Energy	ETV Energy_and its_associates.
4	Approval for an additional 10% placement capacity	Any person who may participate in the issue of_equity_ _securities_under_resolution 4_and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the_resolution_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 annual 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 annual general meeting .

This explanatory statement should be read in conjunction with the notice of annual 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. ANNUAL REPORT AND ADOPTION OF REMUNERATION REPORT

1.1. Annual report

• 1.1.1. Shareholders will be offered the opportunity to discuss the annual report at the meeting . Copies of the report can be found on the company’s website at www.ultra-charge.net or by contacting the company on (08) 6377 8043.

• 1.1.2. There is no requirement for shareholders to approve the annual report . At the meeting, shareholders will be offered the opportunity to:

• (a) discuss the contents of the annual report ;

• (b) ask questions or make comment on the management of the company ; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report .

• 1.1.3. In addition to taking questions at the meeting , written questions to the chairman about the management of the company , or to the company's auditor about:

• (a) the preparation and the content of the auditor's report

• (b) the conduct of the audit;

• (c) accounting policies adopted by the company in relation to the preparation of the financial statements; and

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

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the meeting to the company secretary at the company's registered office.

1.2.

Adoption of remuneration report

• 1.2.1. Section 250R(2) of the Corporations Act provides that the company is required to put the remuneration report to the vote of shareholders . The directors' report contains a remuneration report which sets out the remuneration policy for the company and reports on the remuneration arrangements in place for the executive and non-executive directors .

• 1.2.2. Section 250R(3) of the Corporations Act provides that this resolution is advisory only and does not bind the directors . Of itself, a failure of shareholders to pass this resolution will not require the directors to alter any of the arrangements in the remuneration report . However, the directors take the discussion at the meeting and the outcome of the vote into account when considering the company’s remuneration practices.

• 1.2.3. The chairman will allow a reasonable opportunity for shareholders to ask about, or make comments on, the remuneration report .

• 1.2.4. If at least 25% of the votes cast are voted against adoption of the remuneration report at two consecutive annual general meetings, the company will be required to put to shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the directors (other than the managing director ) would go up for re-election.

• 1.2.5. At the company’s 2016 annual general meeting the remuneration report was approved by over 75% of shareholders .

2. RE-ELECTION OF MR JOHN PAITARIDIS AS A DIRECTOR

2.1. Introduction

• 2.1.1. Clause 6.3(c) of the constitution requires that at the company's annual general meeting in every year, one-third of the directors for the time being or, if their number is not a multiple of 3, then rounded down to the nearest whole number, shall retire from office, provided always that no director (except a managing director ) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

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

• 2.1.2. The directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

• 2.1.3. A director who retires by rotation under clause 6.3(c) of the constitution is eligible for reelection.

• 2.1.4. Mr Paitaridis was elected at the company’s last annual general meeting, as were all the other directors . Mr Paitaridis retires by rotation at this meeting and, being eligible, seeks re-election.

2.2. Background and qualifications

• 2.2.1. As the managing director of Optus Business, Mr Paitaridis leads Optus’ enterprise, business and government organisation. With 25 years’ industry experience, he is accountable for all aspects of sales, marketing, products, operations and service delivery.

• 2.2.2. Mr Paitaridis joined Optus Business in 2012, bringing a deep understanding of the telecommunications and ICT needs of enterprise and government customers. Previously, he was an executive at Telstra.

• 2.2.3. Mr Paitaridis has extensive experience managing businesses in international markets including almost 10 years based in Europe and Asia. A seasoned senior executive, John has a strong track record of driving growth in sales, revenue and profitability as well as building high performance teams.

• 2.2.4. Mr Paitaridis holds a Bachelor of Economics degree and is a graduate member of the Australian Institute of Company Directors. In 2012, he was appointed as a member of the Australian Information Industry Association’s board of directors and in 2016 was appointed chair of the Association.

2.3. Directors’ recommendation

The directors (other than Mr Paitaridis who declines to make a recommendation) recommend that shareholders vote in favour of resolution 2 .

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

3. APPROVAL FOR THE ISSUE OF CONSIDERATION SHARES TO ETV ENERGY

3.1. Background

• 3.1.1. As announced to the market on 9 October 2017, the company has entered into an agreement with Israel-registered ETV Energy Ltd ( ETV Energy ) for the acquisition of certain intellectual property rights held by ETV ( IP assets ) ( asset sale agreement ).

• 3.1.2. The IP assets are principally comprised of intellectual property rights in respect of LNMO high voltage cathode technology and associated full cell capabilities.

• 3.1.3. In consideration for the acquisition of the IP assets , the company has agreed to issue up to 90,000,000 shares to ETV Energy ( consideration shares ), comprised of:

• (a) up to 30,000,000 consideration shares to be issued at completion ( initial consideration shares );

• (b) up to a further 60,000,000 consideration shares , the issue of which is conditional on:

  • (i) the filing of the LNMO cathode patent application , in respect of up to 30,000,000 consideration shares ; and

  • (ii) either:

    • (1) the execution of an agreement (either equity injection or licensing arrangement) leading to the commercialisation of products relying on the IP assets ); or

    • (2) the sale of some or all of the IP assets for not less than US$ 7 million,

in respect of up to 30,000,000 consideration shares ,

(together, deferred consideration shares ).

• 3.1.4. The company has also agreed to pay to ETV Energy US$200,000 on completion , comprised of:

• (a) US$100,000 to cover ETV Energy’s expenses incurred to date; and

• (b) US$100,000 as payment in advance for consultancy services to be provided by ETV Energy under the consultancy agreement .

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

• 3.1.5. Completion of the sale and purchase of the IP assets under the asset sale agreement ( completion ) is conditional on:

• (a) ( due diligence ) the company completing to its satisfaction all necessary due diligence investigations in respect of the IP assets including, but not limited to:

  • (i) the likelihood that the patent applications will be granted; and

  • (ii) a positive FTO analysis prepared by an independent analyst.

• (b) ( shareholder approval ) the company obtaining all necessary shareholder approvals including, without limitation, listing rules approval and, if required, approval for the purposes of the Corporations Act , for the issue of the consideration shares ;

• (c) ( escrow agreement ) ETV Energy entering into an escrow agreement (for a period of 12 months) in respect of the initial consideration shares ; and

• (d) ( consultancy agreement ) the company and ETV Energy entering into the consultancy agreement ;

• (e) ( Israel Innovation Authority ) the company and UltraCharge Israel executing an undertaking and any other documents required by the Israel Innovation Authority; and

• (f) ( regulatory approvals ) the company obtaining all regulatory approvals, consents and waivers (as required) in order to undertake the transactions contemplated by the asset sale agreement .

3.2. Requirement for shareholder approval

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 consideration shares are equity securities for the purposes of the listing rules . The effect of resolution 3 will be to allow the company to issue the consideration shares to ETV Energy during the 3 months following the meeting (or longer where ASX allows – see section 5.3(c) below), without using the company’s 15% annual placement capacity.

3.3.

Required information

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

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

• (a) the maximum number of consideration shares to be issued to ETV Energy is 90,000,000;

• (b) the initial consideration 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 initial consideration shares on the same date;

• (c) the deferred consideration shares will be issued not more than 24 months after the date of the meeting and it is intended to issue all deferred consideration shares on the same date following achievement of the respective milestones referred to in Sections 3.1.3(b)(i) and (ii) above; the company has received a waiver from ASX’s requirement that securities issued in accordance with shareholder approval be issued within 3 months of that approval being given, conditional on:

• (i) the deferred consideration shares being issued no later than 27 months from the date of the meeting , subject to shareholder approval having been obtained;

• (ii) for any annual reporting period during which any of the deferred consideration shares have been issued or any of them remain to be issued, the company's annual report setting out in detail the number of deferred consideration shares issued during the reporting period, the number of deferred consideration shares that remain to be issued and the basis on which the deferred consideration shares may be issued; and

• (iii) for any half year or quarterly report for a period during which any of the deferred consideration shares have been issued or remain to be issued, the company including a summary statement of the number of deferred consideration shares issued during the reporting period, and the number of deferred consideration shares that remain to be issued and the basis on which the deferred consideration shares may be issued;

• (d) the consideration shares to be issued will be issued for an issue price of nil, although ETV Energy will provide other consideration for the issue of the consideration shares , namely the IP assets ;

• (e) the consideration shares to be issued under resolution 3 will be issued to ETV Energy , which is not a related party of the company ;

• (f) the consideration 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

• (g) no funds will be raised by the issue of the consideration shares under resolution 3 .

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NOTICE OF ANNUAL 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 .

4. APPROVAL FOR AN ADDITIONAL 10% PLACEMENT CAPACITY

4.1. Background

• 4.1.1. Listing rule 7.1A enables an eligible entity to issue equity securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% placement capacity ). The 10% placement capacity is in addition to the company’s 15% placement capacity under listing rule 7.1.

• 4.1.2. An eligible entity for the purposes of listing rule 7.1A is an entity that:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

• 4.1.3. The company is an eligible entity.

• 4.1.4. The company is now seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% placement capacity . The exact number of equity securities that may be issued under the 10% placement capacity will be determined in accordance with the formula prescribed in listing rule 7.1A.2 (see Section 4.2.3 below).

• 4.1.5. The effect of resolution 4 will be to allow the company to issue equity securities under listing rule 7.1A during the 10% placement period without subsequent shareholder approval and without using the company’s 15% placement capacity under listing rule 7.1 .

• 4.1.6. Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder , by a corporate representative).

4.2.

Requirement for shareholder approval

• 4.2.1. Shareholder approval

The ability to issue equity securities under the 10% placement capacity is subject to shareholder approval by way of a special resolution at an annual general meeting.

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

• 4.2.2. Equity securities

Any equity securities issued under the 10% placement capacity must be in the same class as an existing quoted class of equity securities .

4.2.3.

• Formula for calculating 10% placement capacity

The exact number of equity securities that the company may issue under an approval under listing rule 7.1A will be calculated according to the following formula:

(A x D) – E , where:

• A is the number of shares on issue 12 months before the date of issue or agreement;

plus the number of fully paid shares issued in the previous 12 months under an exception in listing rule 7.2 ;

plus the number of partly paid shares that become fully paid in the previous 12 months;

plus the number of fully paid shares issued in the previous 12 months with approval of holders of shares under listing rules 7.1 and 7.4 . This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in listing rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

• E is the number of equity securities issued or agreed to be issued under listing rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under listing rules 7.1 or 7.4.

4.2.4. Minimum issue price

The issue price of equity securities issued under listing rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the equity securities are to be issued is agreed; or

• (b) if the equity securities are not issued within 5 ASX trading days of the date in paragraph (a) above, the date on which the equity securities are issued.

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

• 4.2.5. 10% placement period

The equity securities may be issued under the 10% placement capacity commencing on the date of the meeting and expiring on the first to occur of the following:

• (a) the date that is 12 months after the date of the meeting at which approval is obtained; or

• (b) the date of the approval by shareholders of a transaction under listing rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main understanding) (after which date, an approval under listing rule 7.1A ceases to be valid),

( 10% placement period ).

4.3.

Required information

4.3.1.

• Risk of voting dilution

Any issue of equity securities under the 10% placement capacity will dilute the interests of shareholders who do not receive any shares under the issue.

If resolution 4 is approved by shareholders and the company issues the maximum number of equity securities available under the 10% placement capacity , the existing shareholders’ voting power in the company will be diluted as shown in the below table (in the case of options , only if the options are exercised). There is a risk that:

• (a) the market price for the shares may be significantly lower on the date of the issue of the equity securities than on the date of the meeting ; and

• (b) the equity securities may be issued at a price that is at a discount to the market price for shares on the issue date,

which may have an effect on the amount of funds raised by the issue of the equity securities .

The table below shows the dilution of existing shareholders on the basis of the current market price of shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in listing rule 7.1A(2) as at the date of this notice .

The table also shows:

• (a) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of shares the company has on issue. The number of shares on issue may increase as a result of issues of shares that do not require shareholder approval (for example, a pro rata entitlements issue or scrip issued

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

under a takeover offer) or future specific placements under listing rule 7.1 that are approved at a future shareholders’ meeting; and

• (b) two examples of where the issue price of shares has decreased by 50% and increased by 100% as against the current issue price.

Variable ‘A’ in Listing Rule 7.1A.2			Dilution
		$0.015 (50% decrease in Issue Price)	$0.03 (Current Issue Price)	$0.06 (100% increase in Issue Price)
Current Variable A 635,518,121 Shares	Shares issued	63,551,812	63,551,812	63,551,812
	Funds raised	$953,277	$1,906,554	$3,813,108
50% increase in Variable A 953,277,181 Shares	Shares issued	95,327,718	95,327,718	95,327,718
	Funds raised	$1,429,915	$2,859,831	$5,719,663
100% increase in Variable A 1,271,036,242 Shares	Shares issued	127,103,624	127,103,624	127,103,624
	Funds raised	$1,906,554	$3,813,108	$7,626,217

• 4.3.2. The table above uses the following assumptions:

• (a) There are currently 635,518,121 shares on issue as at the date of this notice .

• (b) The “current issue price” set out above is the closing price of shares on ASX on 25 October 2017.

• (c) The company issues the maximum possible number of equity securities under the 10% placement capacity .

• (d) The company has not issued any equity securities in the 12 months prior to the meeting that were not issued under an exception in listing rule 7.2 or with approval under listing rule 7.1 .

• (e) The issue of equity securities under the 10% placement capacity consists only of shares . It is assumed that no options are exercised into shares before the date of issue of the equity securities .

• (f) The calculations above do not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (g) This table does not set out any dilution pursuant to approvals under listing rule 7.1 .

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

• (h) The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% placement capacity , based on that shareholder’s holding at the date of the meeting .

• (i) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• 4.3.3.

• Purpose of issue under 10% placement capacity

The company may seek to issue equity securities under the 10% placement capacity for the following purposes:

• (a) non-cash consideration for the acquisition of new assets and investments including previously announced acquisitions; in such circumstances, the company will provide a valuation of the non-cash consideration as required by listing rule 7.1A.3 ; or

• (b) cash consideration; in such circumstances, the company intends to use the funds raised for an acquisition of new assets or investments (including expenses associated with such acquisition) and/or general working capital.

The company will comply with the disclosure obligations under listing rules 7.1A(4) and 3.10.5A upon issue of any equity securities pursuant to the 10% placement capacity .

• 4.3.4. Allocation policy under the 10% placement capacity

The company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% placement capacity .

The identity of the recipients of equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (a) the purpose of the issue;

• (b) alternative methods of raising funds that are available to the company , including but not limited to, rights issue or other issue in which existing security holders can participate;

• (c) the effect of the issue of the equity securities on the control of the company ;

• (d) the circumstances of the company including, but not limited to, the financial situation and solvency of the company ;

• (e) prevailing market conditions; and

• (f) advice from corporate, financial and broking advisers (if applicable).

17

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

The recipients of equity securities under the 10% placement capacity have not been determined as at the date of this notice but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the company .

Further, if the company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% placement capacity will be vendors of the new assets or investments.

• 4.3.5. No previous approval under listing rule 7.1A

The company has not previously obtained shareholder approval under listing rule 7.1A .

• 4.3.6. Voting exclusion

A voting exclusion statement is included in the notice . At the date of the notice , the company has not approached any particular existing shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities . No existing shareholder’s votes will therefore be excluded under the voting exclusion in the notice .

4.4. Directors’ recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 4 .

5. APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL

5.1.1. On 2 December 2016, the company issued 28,019,936 shares to Professor Chen Xiaodong ( Prof Chen ) and 14,009,968 shares to Ntuitive Pte Ltd (a commercial arm of Singapore’s Nanyang Technological University ( NTU )) ( Ntuitive ) in their capacity as vendors of UltraCharge Israel . The shares had been issued to Prof Chen and Ntuitive pursuant to agreements with UltraCharge Israel in respect of research and development of the company’s intellectual property assets.

• 5.1.2. On 30 August 2017, the company announced that the research agreement with NTU had come to an end, following a review of its development scope and capabilities.

• 5.1.3. In light of the termination of the research relationship between the company and NTU , Prof Chen and Ntuitive (the cancellation shareholders ) have agreed to the cancellation of a significant proportion of the shares they received as consideration for their shares in UltraCharge Israel .

18

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

• 5.1.4. The company proposes to cancel 28,603,987 shares ( cancellation shares ), comprising approximately 4.5% of the ordinary capital of the company ( selective reduction of capital ).

• 5.2. Reasons for resolution

• 5.2.1. The cancellation of the cancellation shares is a selective reduction of capital for the purposes of the Corporations Act .

• 5.2.2. Section 256C of the Corporations Act has the effect that shareholders must approve the selective reduction of capital by cancellation of the cancellation shares by passing special resolutions at:

• (a) the annual general meeting ; and

• (b) a meeting of the cancellation shareholders ( special meeting ).

• 5.2.3. Resolution 5 will be passed by shareholders as a special resolution if 75% of the votes cast by shareholders present and eligible to vote (whether in person, by proxy, by attorney or, in the case of a corporate shareholder , by a corporate representative) are in favour of it.

• 5.2.4. If shareholders approve resolution 5 , and subject to cancellation shareholders also passing a special resolution at the special meeting , the company will reduce its issued capital by 28,603,987 shares , or 4.5% of the issued capital of the company.

5.3. Financial effect of the selective reduction of capital on the Company

The cancellation of the cancellation shares for nil consideration will have no effect on the company’s financial position.

5.4. Impact on control

• 5.4.1. The cancellation shares represent approximately 4.5% of the issued capital of the company . Other things being equal, the selective reduction of capital would have the effect of:

• (a) decreasing the issued capital of the company by approximately 4.5%; and

• (b) increasing each shareholder’s voting power in the company by approximately 4.7%.

Accordingly, there will no material impact on control of the company .

19

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

5.5. Advantages of the selective reduction of capital

• 5.5.1. From the company’s perspective, the selective reduction of capital will have the effect of reducing the issued capital of the company by 4.5% whilst theoretically leaving its market capitalisation unchanged; accordingly, the value of each of share increases by a corresponding amount. Shareholders not participating in the selective reduction of capital will therefore benefit from an anticipated increase in the value of their shareholdings.

• 5.5.2. The selective reduction of capital provides no advantages to the cancellation shareholders.

5.6. Disadvantages of the selective reduction of capital

• 5.6.1. For the company and those shareholders not participating in the selective reduction of capital , there are no disadvantages to the proposal.

• 5.6.2. For the cancellation shareholders , the disadvantage of the selective reduction of capital is that they will have a proportion of their holdings in the company cancelled for nil consideration.

5.7. What if the selective reduction of capital does not proceed?

If the selective reduction of capital does not proceed, the issued capital of the company and the holdings of cancellation shareholders will not change.

5.8. Directors’ recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 5 .

1. APPROVAL FOR APPOINTMENT OF AUDITOR

6.1. Background

Resolution 6 seeks shareholder approval for the appointment of BDO Audit (WA) Pty Ltd ( BDO ) as the company’s auditor.

On 30 May 2017, Ernst & Young, having obtained ASIC’s consent in accordance with section 329(6) of the Corporations Act , resigned as the company’s auditor and BDO was appointed as auditor to fill the casual vacancy.

20

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

The resignation of Ernst & Young, and the appointment of BDO , came about in order to align the company’s auditor with that of its operating subsidiary, UltraCharge Israel .

6.2. Requirement for shareholder approval

• 6.2.1. In accordance with section 327C of the Corporations Act , BDO holds office until the company’s next annual general meeting. The board is therefore seeking shareholder approval for the re-appointment of BDO as the company’s auditor with effect from the close of the meeting .

• 6.2.2. In accordance with section 328B of the Corporations Act , which requires a member of the company to nominate the auditor, Pathways Corporate Pty Ltd has nominated BDO . A copy of the nomination of BDO accompanies this notice as Annexure A, as required by the Corporations Act .

• 6.2.3. BDO has given its consent to act as the company’s auditor.

6.3. Directors’ recommendation

• 6.3.1. The directors unanimously recommend that shareholders vote in favour of resolution 6 .

7. APPROVAL FOR RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

7.1. Background

• 7.1.1. Resolution 7 seeks shareholder approval for the renewal of the constitution’s proportional takeover provisions.

• 7.1.2. The constitution currently contains provisions dealing with proportional takeover bids for shares in accordance with the Corporations Act . The provisions contained in Schedule 5 of the constitution are designed to assist shareholders to receive proper value for their shares if a proportional takeover bid is made for the company .

• 7.1.3. Under Section 648G of the Corporations Act , these provisions must be renewed every three years. If approved, the proposed proportional takeover provisions will contain the same terms as the existing provisions and will take effect for a subsequent three (3) year period. The Corporations Act requires that the following information be provided to shareholders when considering renewal of proportional takeover provisions in a constitution.

21

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

7.2. Effect of proportional takeover provisions in the constitution

• 7.2.1. A proportional takeover bid is one where an offer is made to each shareholder for a proportion of that shareholder’s shares . Under such provisions, registration of a transfer of shares under a proportional takeover bid is prohibited unless and until a resolution to approve the bid is passed in accordance with the provisions.

• 7.2.2. If a proportional takeover bid is made for shares , the directors would be required to ensure that a resolution to approve the bid is voted on, at a meeting of the holders of the class of shares for which the bid is being made, before the 14th day before the last day of the bid period (the approving resolution deadline ). The resolution will be passed if more than 50 per cent of votes are cast in favour of the resolution, and will otherwise be taken to be rejected. The bidder and its associates are not permitted to vote on the resolution. Each other person who, as at the end of the day on which the first offer under the bid was made, held bid class shares is entitled to vote on the resolution. If no such resolution is voted on before the approving resolution deadline , a resolution approving the takeover bid is taken to have been passed.

• 7.2.3. If a resolution to approve the bid is voted on before the approving resolution deadline and rejected, then all binding contracts resulting from acceptances of offers made under the bid are required to be rescinded by the bidder, and all unaccepted offers (and offers failing to result in binding contracts) are taken to have been withdrawn. If a resolution approving the bid is passed or taken to have been passed, the transfers resulting from the bid may be registered, provided that they comply with other applicable provisions of the Corporations Act and the constitution .

• 7.2.4. The proportional takeover provisions would not apply to full takeover offers or to takeover offers for a class of securities other than shares . The provisions would apply until 3 years after the date of their renewal and may then be renewed for a further term by a special resolution passed at a general meeting of the company .

7.3. Reasons for proportional bid provisions

• 7.3.1. The directors consider that shareholders should have the opportunity to vote on any proportional takeover bid for the company . Without the proportional takeover provisions, a proportional takeover bid may enable control of the company to pass without shareholders having the opportunity to sell all their shares to the bidder. Shareholders may therefore be at risk of passing control to the bidder without payment of an adequate control premium for all their shares whilst leaving themselves as part of a minority interest in the company .

• 7.3.2. The proportional takeover provisions lessen this risk because they allow shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed. A benefit of the provisions is that shareholders are able to collectively

22

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

decide whether the proportional offer is acceptable in principle and it may ensure that any partial offer is appropriately priced.

7.4. No knowledge of any acquisition proposals

As at the date of this notice , no director is aware of any proposal by any person to acquire, or to increase the extent of a substantial interest in the company .

7.5. Review of effect of proportional takeover approval provisions

• 7.5.1. Section 648G(5)(c) of the Corporations Act requires that shareholders be given a statement that examines the advantages and disadvantages, for directors and shareholders , of the proportional takeover provisions proposed to be reinstated.

• 7.5.2. During the period that proportional takeover provisions have been in effect under Schedule 5 of the constitution , there were no takeover bids for shares , either proportional or otherwise. Accordingly, there are no examples against which to review the advantages or disadvantages of those proportional takeover provisions for the directors and shareholders . The board is not aware of any potential takeover bid that was deterred by the inclusion of proportional takeover provisions in the constitution . It follows that the board was not aware of any advantages nor disadvantages of the proportional takeover provisions in the past.

7.6. Potential advantages and disadvantages of reinstating proportional takeover provisions

• 7.6.1. Section 648G(5)(g) of the Corporations Act requires shareholders to be given a statement of the potential future advantages and disadvantages of the provisions.

• 7.6.2. The directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

• 7.6.3. The potential advantages of the proportional takeover provisions for shareholders include:

• (a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• (b) assisting in preventing shareholders from being locked in as a minority;

• (c) increasing the bargaining power of shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

23

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

• (d) each shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

• 7.6.4. The potential disadvantages of the proportional takeover provisions for shareholders include:

• (a) proportional takeover bids may be discouraged;

• (b) lost opportunity to sell a portion of their shares at a premium; and

• (c) the likelihood of a proportional takeover bid succeeding may be reduced.

7.7. Directors’ recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 7 .

24

Schedule 1 – Glossary

	Schedule 1 – Glossary
10% placement	has the meaning given to that term in_section 4.1.1_of the_explanatory statement_.
capacity
annual general	the annual general meeting of_shareholders_convened by the_notice of annual_
meetingor	general meeting, or any meeting adjourned thereof.
meeting
annual report	the_directors’ report_, the_financial report_and the_auditor’s report_in respect of the
	financial year ended 30 June 2017.
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 Australian
	Securities Exchange which it runs.
auditor’s report	the auditor’s report on the_financial report_.
board	the board of directors of the_company_.
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
completion	has the meaning given to that term in_section 3.1.5_of the_explanatory statement_.
consideration	has the meaning given to that term in_section 3.1.3_of the_explanatory statement_.
shares
constitution	the constitution of the_company_from time to time including as at the date of
	this_notice_, the document adopted at a general meeting of_shareholders_on 25
	November 2014.

25

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

consultancy an agreement to be entered into on or before completion date between the agreement company and ETV Energy . Corporations Act the Corporations Act 2001 (Cth).

court has the meaning given to the term “Court” (in capitalised form) in section 58AA of the Corporations Act . director a director of the company . directors’ report the annual directors’ report prepared under Chapter 2M of the Corporations Act for the company and its controlled entities.

dollar, $, A$ or the lawful currency of Australia. AUD

• equity securities has the meaning given to that term in the listing rules . ETV Energy ETV Energy Ltd (company registration no. 514120898), a company limited by shares and registered in Israel.

• 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 annual general meeting .

• financial report the annual financial report prepared under Chapter 2M of the Corporations Act for the company and its controlled entities.

• glossary this glossary of terms.

• key management has the meaning given to that term in the listing rules . personnel

• listing rules the official listing rules of ASX from time to time. LNMO LiNi0.5Mn1.5O4.

LNMO cathode means an application for a patent in respect of the use of an LNMO high patent application voltage cathode and associated full cell capabilities. notice of annual this notice of meeting. general meeting or notice options options to acquire shares in the capital of the company .

26

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

proxy form	the proxy form accompanying this_notice of annual 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.
remuneration	the remuneration report contained in the_directors’ report_.
report
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_.
sharesorordinary	fully paid ordinary shares in the capital of the_company_.
shares
shareholders	the holders of_ordinary shares_in the_company_from time to time.
UltraCharge Israel	the company’s wholly-owned, Israel-registered subsidiary, Ultra-Charge Ltd.
WST	Western Standard Time, being the time in Perth, Western Australia.

27

Schedule 2 – Additional information

1. SCOPE OF DISCLOSURE

1.1. The law requires this explanatory statement to set out all other information which is known to the company that is reasonably required to enable shareholders to decide whether or not it is in the company’s interests to pass the resolutions .

1.2. The company is not aware of any relevant information that is material to a decision on how to vote on the resolutions other than as is disclosed in this explanatory statement or has been previously disclosed to shareholders by announcement to the ASX .

2. RECOMMENDATIONS, VOTING INTENTIONS AND INTERESTS OF EXISTING DIRECTORS

2.1. As at the date of the notice , the directors or their associates hold the following relevant interests in securities of the company :

	Doron Nevo	Kobi Ben-Shabat	David Wheeler	Yuri Nehushtan	John Paitaridis
shares held	2,187,500	32,316,481	2,070,000	9,655,981	2,250,000
options held	-	-	2,000,000	-	-
performance	3,750,000	13,125,000	-	3,750,000	6,750,000
rights held

2.2. Except where otherwise indicated, the directors intend to vote in favour of all resolutions and recommend shareholders vote in favour of all resolutions .

3. INDICATIVE VALUE OF NEW SHARES

3.1. The quantum of benefit to be received by holders of new securities proposed to be issued pursuant to resolutions 3 and 4 will depend on the price at which shares may trade on ASX .

4. ASX ROLE

4.1. The fact that the notice , explanatory statement and other relevant document has been received or reviewed by ASX should not be taken as an indication of the merits of the resolutions or the company itself. ASX and its respective officers take no responsibility for any decision a shareholder may take in reliance on any of that documentation.

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ANNEXURE A – NOMINATION OF AUDITOR

11 October 2017

Mr Peter Webse Company Secretary Ultracharge Limited Level 6, 105 St Georges Terrace PERTH WA 6000

Dear Peter

Nomination of Auditor – Ultracharge Limited

For the purposes of Section 328B(3) of the Corporations Act 2001 , I, David Wheeler, for and on behalf of Pathways Corporate Pty Ltd, a member of Ultracharge Limited ACN 140 316 463 ( Company ), hereby nominate BDO Audit (WA) Pty Ltd for appointment as auditor of the Company.

Yours sincerely

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David Wheeler Director, Pathways Corporate Pty ltd

AGM Registration Card

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Appointment of Proxy

Holder Number:

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