GREEN360 TECHNOLOGIES LIMITED — AGM Information 2018

Oct 18, 2018

ULTRACHARGE LIMITED

ACN 140 316 463 NOTICE OF ANNUAL GENERAL MEETING

TIME : 4:00pm (AEDT) DATE : Wednesday 21 November 2018 PLACE : Seasons Botanic Gardens Melbourne, 348 St Kilda Road Melbourne Victoria

This Notice of Meeting should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (0)3 9191 0135.

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions) 4 Explanatory Statement (explaining the proposed Resolutions) 6 Glossary 14 Proxy Form enclosed/attached

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of UltraCharge Limited ACN 140 316 463 ( Company ) will be held at Seasons Botanic Gardens Melbourne, 348 St Kilda Road Melbourne Victoria on Wednesday, 21 November 2018, at 4:00pm (AEDT).

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting sets out the background information on the various matters to be considered. This Notice of Annual General Meeting and Explanatory Statement should be read in their entirety.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7:00pm (AEDT) on Monday 19 November 2018.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed/attached Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the Meeting.

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A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's shareholders; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the Meeting.

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Proxy Voting by the Chair

The Corporations Act 2001 (Cth) (as amended) imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected proxies) on, amongst other things, remuneration matters.

However, the Chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the Chair to exercise the undirected proxy, even if the Resolution is connected with the remuneration of a member of Key Management Personnel.

If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolutions 1 to 4 (even though Resolution 1 relates to the remuneration of a Director). In accordance with this express authority provided by you, the Chair will vote in favour of Resolutions 1 to 4. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chair intends to vote all available undirected proxies in favour of each item of business.

CORPORATE REPRESENTATIVES

Any corporation which is a shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

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BUSINESS OF THE MEETING

AGENDA

1. ANNUAL REPORT

The Meeting will consider the financial statements and reports of the Company including the income statement, balance sheet, statement of changes in equity, cash flow statement, the notes to the financial statements, the Directors’ declaration and the reports of the Directors and Auditors for the financial year ended 30 June 2018.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

A representative of Company’s external auditor, BDO Audit, will be present at the Meeting and Shareholders will be given a reasonable opportunity to ask the Company’s external auditor questions in relation to the conduct of the audit, the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of financial statements, and the independence of the auditor.

The Company’s 2018 Annual Report can be viewed online at www.ultra-charge.net and on the ASX website www.asx.com.au.

Shareholders are requested to submit any written questions relating to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2018 to the Company’s external auditor by no later than 4:00pm (AEDT) on 14 November 2018. A representative of BDO Audit will provide answers to the questions at the Meeting.

2. RESOLUTION 1: ADOPTION OF REMUNERAION REPORT

To consider and if thought fit, pass the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2018 and included in the Directors’ Report, which is attached to the Financial Statements as required under section 300A of the Corporations Act, be adopted by the Company.”

Voting Exclusion Statement: In accordance with the Corporations Act the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel, which includes the Directors and executives in the consolidated group whose remuneration is included in the Remuneration Report and their closely related parties (“Excluded Persons”). However, the Company need not disregard a vote if:

• it is cast by an Excluded Person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. RESOLUTION 2: RE-ELECTION OF MR. DAVID WHEELER AS A DIRECTOR

To consider and, if thought fit, to 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 David Wheeler, 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."

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4. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF 5,000,000 SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 5,000,000 Shares, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue and any associate of those persons. 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 a person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 4: APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES UNDER ASX LISTING RULE 7.1A

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is expected to participate in the 10% Placement Facility issue or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities in the Company), and any associates of those persons. However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 17 OCTOBER 2018 BY ORDER OF THE BOARD JUSTYN STEDWELL COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. ANNUAL REPORT

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be laid before the Meeting. These reports are contained in the Annual Report, which is available online at www.ultra-charge.net and on the ASX website www.asx.com.au.

During this item of business, Shareholders will be given the opportunity to ask questions about, or make comments on, the management of the Company generally but there will be no formal resolution put to the Meeting.

Similarly, a reasonable opportunity will be given to shareholders, as a whole, to ask the Company’s Auditor, BDO Audit, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of its financial statements and the independence of the Auditor in relation to the audit for the financial year ended 30 June 2018.

Shareholders are requested to submit written questions relating to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2018 to the Company’s external Auditor no later than 4:00pm (AEDT) on 14 November 2018. A representative of BDO Audit will provide answers to the questions at the Meeting.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

In accordance with Section 300A(1) of the Corporations Act the Remuneration Report is included in the Directors Report for the financial year ended 30 June 2018.

The Remuneration Report sets out details of the remuneration received by the directors and key Company executives, in addition to describing Board policy in respect of remuneration. Resolution 1 seeks shareholder approval of the adoption of the Remuneration Report by the Company.

The outcome of this resolution is not binding on the Company or the Board. However, sections 250U to 250Y of Corporations Act requires a ‘two strikes and re-election’ process in relation to the shareholder vote on the Remuneration Report provide that:

• A ‘first strike’ will occur if this Remuneration Report resolution receives a ‘no’ vote of 25% or more. If this occurs, the Company’s subsequent remuneration report will contain an explanation of the Board’s proposed action in response to the ‘no’ vote or an explanation of why no action has been taken by the Board.

• A ‘second strike’ will occur if the resolution to adopt the Remuneration Report at the following Company Annual General Meeting also receives a ‘no’ vote of 25% or more. If this occurs, shareholders will vote at that Annual General Meeting to determine whether the Directors will need to stand for re-election at a separate, subsequent meeting (the ‘spill resolution’). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days.

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The Company did not receive a first strike at its 2017 Annual General Meeting. Meeting. The Board believes the Remuneration of the Company’s key management personnel (KMP) is appropriate and in line with market rates. The Remuneration Report is set out in the Company’s 2018 Annual Report. The 2018 Annual Report can be online at www.ultra-charge.net and on the ASX website www.asx.com.au, (ASX Code: UTR).

3. RESOLUTION 2: RE-ELECTION OF MR. DAVID WHEELER AS A DIRECTOR

3.1 Introduction

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.

The director(s) 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.

A director who retires by rotation under clause 6.3(c) of the constitution is eligible for re-election.

Mr. Wheeler retires by rotation at this meeting and, being eligible, seeks re-election.

3.2 Background and qualifications

Mr. Wheeler has more than 30 years of senior executive management, director and corporate advisory experience. He is a foundation director of Pathways Corporate, a boutique corporate advisory firm that undertakes assignments on behalf of family offices, private clients and ASX listed companies.

Mr. Wheeler has engaged in business projects in the USA, UK, Europe, New Zealand, China, Malaysia, Singapore and the Middle East. David is a Fellow of the AICD. He is a director of ASX-listed companies Oz Brewing Ltd, TW Holdings Ltd, Castillo Copper Ltd, Premiere Eastern Energy Ltd, Antares Mining Ltd, Antilles Oil & Gas Ltd and Eumeralla Resources Ltd.

3.3 Directors’ recommendation

The Directors (other than Mr. Wheeler who declines to make a recommendation) recommend that shareholders vote in favour of Resolution 2.

4. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF 5,000,000 SHARES

4.1 General

On 14 September 2018, the Company issued 5,000,000 Shares in consideration for consultancy services provided to the Company. This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above Shares.

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ASX 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 than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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

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 ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) 5,000,000 Shares were allotted;

• (b) the issue price was nil per Share;

• (c) the Shares issued were all 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 Shares were issued to Yehuda Cohen and Well Vintage Enterprises Ltd; and

• (e) no funds were raised from the issue.

4.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

5. RESOLUTION 4: APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES UNDER ASX LISTING RULE 7.1A

5.1 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables certain ‘eligible entities’ to issue equity securities of up to 10% of their issued share capital through placements over a 12-month period commencing after the annual general meeting (Additional Placement Capacity). ASX Listing Rules require that Shareholders approve the Additional Placement Capacity by special resolution, at an annual general meeting before any equity securities are issued under the Additional Placement Capacity.

For the purposes of ASX Listing Rule 7.1A an ‘eligible entity’ is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an ‘eligible entity’. The Additional Placement Capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. Therefore, if the Additional Placement Capacity is approved, the Directors will be allowed to issue equity securities of up to 10% of the Company’s issued share capital pursuant to ASX Listing Rule 7.1A and up to 15% pursuant to ASX Listing Rule 7.1. If the

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Additional Placement Capacity is not approved, the Directors will still be allowed to issue equity securities of up to 15% of the Company’s issued capital pursuant to ASX Listing Rule 7.1.

The Company seeks Shareholder approval by way of a special resolution to have the ability to issue equity securities under the Additional Placement Capacity should the need arise.

5.2 Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

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

• a) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• b) plus the number of partly paid shares that became fully paid in the 12 months;

• c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 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;

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

• e) Note that A is 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 Rule 7.1 or 7.4.

5.3 ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A the Company provides the following information.

Any securities issued under the Additional Placement Capacity will be in the same class as existing quoted securities of the Company.

The issue price for each security issued under the Additional Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class over the 15 trading days on which trades in that class were recorded immediately before:

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

• if the securities are not issued within 5 trading days of the date above, the date on which the securities are issued.

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The issue of equity securities under the Additional Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in Table 1). There is also the risk that:

• the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting; and

• the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date.

Equity securities under the Additional Placement Capacity may be issued until the earlier of:

• 1 year from the date of the Meeting; and

• the date of approval by ordinary shareholders of a significant change to the Company’s activities under ASX Listing Rule 11.1.2 or the date of approval by ordinary shareholders of a disposal of a major asset under ASX Listing Rule 11.2.

Any approval of the Additional Placement Capacity at this Meeting will cease to be valid in the event that ordinary shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

The Company may issue equity securities under the Additional Placement Capacity for the following purposes:

• non-cash consideration: for the acquisition of new assets and investments (in such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rules); or

• cash consideration: to raise funds for working capital, to fund due diligence on potential acquisitions and/or to fund cash consideration for acquisitions.

The Company’s allocation policy for issues under the Additional Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue.

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

• the methods of raising funds that are available to the Company, including rights issues or other issues in which existing shareholders may participate;

• the effect of the issue of the equity securities on the control of the Company;

• the financial position of the Company; and

• advice from the Company’s advisors.

The allottees under the Additional Placement Capacity have not yet been determined but allottees may include existing shareholders, existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

A voting exclusion statement is included in this Notice. In accordance with ASX Listing Rule 14.11.1 and the relevant Note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

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Table 1 below shows the dilution of 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).

The table also shows:

• I. two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• II. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Table 1

Table 1
Variable ‘A’ in Listing Rule 7.1A.2		Dilution
		$0.0065 50% decrease is Issue Price	$0.013 Issue Price	$0.026 100% increase in Issue Price
Variable A - 919,797,286 Shares	10% Voting Dilution	91,979,729 Shares	91,979,729 Shares	91,979,729 Shares
	Funds Raised	$597,868	$1,195,736	$2,391,473
50% increase in Variable A - 1,379,695,929 Shares	10% Voting Dilution	137,969,593 Shares	137,969,593 Shares	137,969,593 Shares
	Funds Raised	$ 896,802	$1,793,605	$3,587,209
100% increase in Variable A 1,839,594,572 Shares	10% Voting Dilution	183,959,457 Shares	183,959,457 Shares	183,959,457 Shares
	Funds Raised	$1,195,736	$2,391,473	$ 4,782,946

Table 1 has been prepared based on the following assumptions:

• Variable A is based on the number of Shares on issue at 8 October 2018.

• The Company issues the maximum number of equity securities available under the Additional Placement Capacity.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The table shows only the issue of equity securities under the Additional Placement Capacity and not under ASX Listing Rule 7.1.

• The issue of equity securities under the additional placement capacity includes only shares.

• The issue price of $0.013 was the closing price of Shares as traded on ASX as at 8 October 2018. This price may fluctuate between the time of preparing this Notice and the date of the Meeting.

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As at the date of this Notice, in the 12 months preceding the date of the Meeting, the Company has issued 322,883,152 Equity Securities representing 44.2% of Equity Securities on issue 12 months prior to the proposed date of the Meeting.

The information below is provided in accordance with ASX Listing Rule 7.3A.6 (b) and details Equity Securities issued by the Company in the 12 months prior to the Meeting.

Table 2 below, details Shares (and total Equity Securities) issued by the Company in the 12 months prior to the proposed date of the Meeting. As at the date of the Notice, the Company has raised approximately $3,201,000 from the issue of Shares in the 12 months prior to the date of the Meeting. Of the funds raised approximately $1.2 million has been used to accelerate the Company’s research programmes, pursue new business opportunities in line with its business strategy, to provide working capital to further commercialise the Company’s battery technologies, accelerate growth plans and meet increasing demand for products from the recently announced Blitz Electric Motors contract and other customers. It is intended that remaining funds of approximately $2 million will be used for the same purposes.

Table 2

able 2
Date of Issue	Number and class of securities	Issue Price per unit ($)	Closing Price*	Discount /Premium #	Issued to / basis of issue	Cash / Non- Cash	Funds Raised or current value if non-cash	Funds Remaining for cash issue
06/12/17	13,125,000 Ordinary Shares				Vesting of performance rights	Non- cash	$170,625	N/A
		Nil	N/A	N/A
22/12/17	35,000,000 Ordinary Shares	$0.02	$0.022	9.1%	Private Placement to sophisticated and professional investors	Cash	$700,000	Nil
22/12/17	50,000,000 Unlisted Options	$0.00001	N/A	N/A	Unlisted Options issued to CPS Capital Investments Pty Ltd or its nominee(s).	Cash	$500	Nil
10/01/18	562,500 Ordinary Shares	Nil	N/A	N/A	Vesting of performance rights	Non- cash	$7,312	N/A
31/05/18	30,000,000 Ordinary Shares	Nil	N/A	N/A	Shares issued to ETV Energy Ltd	Non- cash	$390,000	N/A
02/06/18	13,125,000 Ordinary Shares	Nil	N/A	N/A	Vesting of performance rights	Non- cash	$170,625	N/A
04/06/18	108,695,652 Ordinary Shares	$0.023	$0.024	4.2%	Private Placement to sophisticated and professional investors	Cash	$2,500,000	$2,000,000
04/06/18	10,000,000 Ordinary Shares	$0.023	$0.024	4.2%	Shares issued in consideration for Corporate Advisory services	Non- cash	$130,000	N/A

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					provided to the Company.
11/07/18	375,000 Ordinary Shares	Nil	N/A	N/A	Vesting of performance rights	Non- cash	$4,875	N/A
14/09/18	5,000,000 Ordinary Shares	Nil	N/A	N/A	Shares issued to Yehuda Cohen and Well Vintage Enterprises Ltd in consideration for consultancy services provided to the Company.	Non- cash	$65,000	N/A
14/09/18	7,000,000 Ordinary Shares	Nil	N/A	N/A	Issued to Kobi Ben-Shabat nominee.	Non- cash	$91,000	N/A
14/09/18	50,000,000 Unlisted Options	$0.00001	N/A	N/A	Issued to Armada Capital & Equities Pty Ltd nominees	Cash	$500	$500

• Closing Price: Closing price of Shares as traded on ASX on Date of Issue.

• Discount: % Discount of Issue Price to Closing Price.

A voting exclusion statement is included in this Notice. In accordance with ASX Listing Rule 14.11.1 and the relevant Note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

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GLOSSARY

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria. Annual General Meeting or Meeting means the meeting convened by the Notice. ASX means ASX Limited or the market operated by it, as the context requires.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means UltraCharge Limited ACN 140 316 463.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

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