GREEN360 TECHNOLOGIES LIMITED — Proxy Solicitation & Information Statement 2017

Oct 26, 2017

NOTICE OF SPECIAL MEETING

Accompanied by an explanatory statement & proxy form

Meeting of Cancellation Shareholders 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 8.30am WST.

UltraCharge Limited

ACN 140 316 463

This notice of 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.

If you wish to discuss this notice of meeting or the accompanying documents, please do not hesitate to contact the Company Secretary at peter.webse@pcscorporate.com.au

NOTICE OF SPECIAL MEETING UltraCharge Limited ACN 140 316 463

Contents

	Contents
	NOTICE OF SPECIAL MEETING ................................................................................. 2
	PROXY APPOINTMENT, VOTING AND MEETING INSTRUCTIONS .......... 3
	EXPLANATORY STATEMENT ...................................................................................... 5
1.	SELECTIVE REDUCTION OF CAPITAL .................................................................... 5
1.1.	Background ............................................................................................................................. 5
1.2.	Reasons for resolution ........................................................................................................... 5
1.3.	Financial effect of the selective reduction of capital on the Company .......................... 6
1.4.	Impact on control ................................................................................................................... 6
1.5.	Advantages of the selective reduction of capital ................................................................ 6
1.6.	Disadvantages of the selective reduction of capital ........................................................... 6
1.7.	What if the selective reduction of capital does not proceed?........................................... 7
1.8.	Directors’ recommendation .................................................................................................. 7
2.	GLOSSARY ............................................................................................................................ 8
	PROXY FORM

Key dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and the dates are subject to change.

26 November last day for receipt of proxy forms* 2017

28 November special meeting 2017

• proxy forms received after 8.30am WST will be disregarded.

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Notice of Special Meeting

Notice is hereby given that a meeting of the cancellation shareholders will be held the offices of Nova Legal, Level 2, 50 Kings Park Road, West Perth, Western Australia on Tuesday, 28 November 2017, commencing at 8.30am WST ( special meeting ).

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

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

Agenda

resolution Selective reduction of capital

• 1 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 .”

By order of the board of directors

Peter Webse

Company Secretary

25 October 2017

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 which appears on its face 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 8.30am WST on 26 November 2017 being not later than 48 hours before the commencement of the special 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, Western Australia

by mail Company Secretary UltraCharge Limited Level 6, 105 St Georges Terrace Perth WA 6000

by email peter.webse@pcscorporate.com.au

Appointment of a proxy

A cancellation shareholder entitled to attend and vote at the special meeting is entitled to appoint a proxy. The proxy may, but need not be, a shareholder .

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

You are entitled to appoint up to two persons as proxies to attend the special 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 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 shareholder s

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 . 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:

• two directors of the company;

• a director and a company secretary of the company; or

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

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 resolution 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 resolution , 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.

Corporate representatives

A company 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 special meeting or at the registration desk on the day of the special meeting .

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Explanatory statement

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

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

This explanatory statement should be read in conjunction with the notice of meeting . Italicised terms in this explanatory statement are defined in the glossary .

1. SELECTIVE REDUCTION OF CAPITAL

1.1. Background

• 1.1.1. 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.

• 1.1.2. 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.

• 1.1.3. 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 .

• 1.1.4. 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 ).

1.2. Reasons for resolution

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

• 1.2.2. 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:

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• (a) the annual general meeting ; and

• (b) the special meeting .

• 1.2.3. Resolution 1 will be passed by the cancellation shareholders as a special resolution if 75% of the votes cast by cancellation 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.

• 1.2.4. If cancellation shareholders approve resolution 1 , and subject to shareholders also passing a special resolution at the annual general meeting , the company will reduce its issued capital by 28,603,987 shares , or 4.5% of the issued capital of the company.

1.3. 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.

• 1.4. Impact on control 1.4.1. 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 .

1.5. Advantages of the selective reduction of capital

• 1.5.1. 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.

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

1.6. Disadvantages of the selective reduction of capital 1.6.1. For the company and those shareholders not participating in the selective reduction of capital , there are no disadvantages to the proposal.

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• 1.6.2. 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.

1.7. 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.

1.8. Directors’ recommendation

The directors unanimously support the selective reduction of capital and recommend that shareholders vote in favour of resolution 1 .

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2. GLOSSARY

In this notice , unless the context otherwise requires, the following terms bear the following meanings:

annual general the annual general meeting of shareholders to be held at around the same time meeting as the special meeting . cancellation together, Prof Chen and Ntuitive . shareholders cancellation the shares held by the cancellation shareholders that will be cancelled if resolution 1 shares is approved at the special meeting and a corresponding resolution is approved at the annual general meeting . chairman the chairman of the meeting. company UltraCharge Limited ACN 140 316 463, a public company incorporated and existing in Australia. Corporations the Corporations Act 2001 (Cth). Act director a director of the company . explanatory this explanatory statement which accompanies and forms part of the notice . statement glossary this glossary of terms. notice of this Notice of Special Meeting. meeting or notice Ntuitive has the meaning given in section 1.1.1 of the notice . Prof Chen has the meaning given in section 1.1.1 of the notice . proxy form the proxy form accompanying the notice. resolution a resolution set out in the notice . section a section of the notice . selective has the meaning given in section 1.1.4 of the notice . reduction of capital

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share a fully paid ordinary share in the company . shareholder the holder of a share . special the meeting of cancellation shareholders convened by the notice , or any meeting meeting or adjourned thereof meeting UltraCharge has the meaning given in section 1.1.1 of the notice . Israel WST Western Standard Time, being the time in Perth, Western Australia.

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Proxy Form

Ultracharge Limited ACN 140 316 463

name: address: contact telephone:

date:

I or we, being a cancellation shareholder in Ultracharge Limited and entitled to attend and vote hereby appoint the following proxy or proxies to attend and act on my behalf, and to vote in accordance with my following directions at the special meeting of Ultracharge Limited to be held the offices of Nova Legal, Level 2, 50 Kings Park Road, West Perth, Western Australia on Tuesday, 28 November 2017, commencing at 8.30am WST and at any adjournment of that meeting:

name of proxy:

% (specify if more than one proxy)

OR:  the chairman of the meeting (mark with an “X”)

IMPORTANT: If the chairman of the meeting is your proxy, or is appointed your proxy by default and you do not wish to direct him or her how to vote on the resolution , you must mark this box with an “X”. By marking this box, you acknowledge that the chairman of the meeting may exercise your proxy on the resolution . If you do not mark this box, and you have not directed your proxy how to vote on the resolution , the chairman of the meeting will not cast your votes on the resolution on a show of hands or on a poll.

The chairman of the meeting intends to vote undirected proxies in favour of the resolution.

If you do not name a proxy or your proxy fails to attend the meeting , the chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to act in accordance with the following directions at the meeting and any adjournment of it.

voting directions to your proxy: please mark only one of the boxes with an “X” for the resolution to indicate your direction if you mark the “abstain” box with an “X” for the resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll	Business	Business	for	against abstain
	resolution 1 Selective reduction of capital			 
please sign here: this section mustbe signed in accordance with the instructions to enable your directions to be	for individuals: for companies:	shareholder 1 director AND	shareholder 2_(if any)_ director/secretary
				OR attorney OR attorney

this section must be signed in accordance with the instructions to enable your directions to be implemented