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GREEN360 TECHNOLOGIES LIMITED Proxy Solicitation & Information Statement 2025

Aug 28, 2025

65020_rns_2025-08-28_00142a92-39cc-4bbd-963e-d788104b73ea.pdf

Proxy Solicitation & Information Statement

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Green360 Technologies Limited (ACN 140 316 463)

Notice of General Meeting

A General Meeting of the Company will be held as follows:

Time and date: 10:00am (AWST) on Wednesday, 1 October 2025

In-person: Level 11, 40 The Esplanade, Perth, Western Australia 6000

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6268 2641

Shareholders are urged to vote by lodging the Proxy Form.

Green360 Technologies Limited ACN 140 316 463

(Company)

Notice of General Meeting

Notice is hereby given that the general meeting of Shareholders of Green360 Technologies Limited ACN 140 316 463 will be held at Level 11, 40 The Esplanade, Perth, Western Australia 6000 on Wednesday, 1 October 2025 at 10:00am (AWST) ( Meeting ).

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 as Shareholders on Monday, 29 September 2025 at 5.00pm (AWST).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1. Resolutions

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 146,909,090 Tranche 1 Placement Shares issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.

Resolution 2– Approval to issue Tranche 2 Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 34,909,091 Tranche 2 Placement Shares, on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Approval to issue Lead Manager Options

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

‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Lead Manager Options to the Lead

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Manager (or its nominee/s) on the terms and conditions set out in the Explanatory Memorandum.’

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

  • (a) Resolution 1 : by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates.

  • (b) Resolution 2 : by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

  • (c) Resolution 3 : by or on behalf of the Lead Manager (or its nominee/s), and any other person who will obtain a material benefit as a result of, the proposed issue of the Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any of their associates.

The above voting exclusion does not apply to a vote cast in favour of the relevant Resolution by:

  • (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

  • (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Chris Achurch Company Secretary Green360 Technologies Limited Dated: 26 August 2025

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Green360 Technologies Limited

ACN 140 316 463 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 11, 40 The Esplanade, Perth, Western Australia 6000, on Wednesday, 1 October 2025 at 10:00am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 1 Introduction
Section 2 Voting and attendance information
Section 3 Resolution 1 – Ratification of issue of Tranche 1 Placement Shares
Section 4 Resolution 2 – Approval to issue Tranche 2 Placement Shares
Section 5 Resolution 3 – Approval to issue Lead Manager Options
Schedule 1 Definitions
Schedule 2 Terms and Conditions of Lead Manager Options

A Proxy Form is made available with this Notice.

2. Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Voting in person

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

2.2

Voting by proxy

A Proxy Form is made available with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are encouraged to vote by completing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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Please note that:

  • (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

  • (ii) a proxy need not be a member of the Company; and

  • (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms .

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:

  • (i) 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);

  • (ii) 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;

  • (iii) 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

  • (iv) 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).

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

  • (iv) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

  • (v) the appointed proxy is not the chair of the meeting;

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

  • (vii) either the proxy is not recorded as attending the meeting or 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.

2.3 Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

2.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] at least 5 Business Days prior to the Meeting.

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Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

3.1

Background

On 11 August 2025, the Company announced that it had obtained firm commitments for a placement to raise $4,000,000 (before costs) through the issue of 181,818,181 Shares in the Company ( Placement Shares ) at an issue price of $0.022 per Placement Share to existing and new institutional and sophisticated investors ( Placement ).

The Placement is being undertaken the following tranches:

  • (a) Tranche 1 : 146,909,090 Placement Shares issued on 18 August 2025, utilising the Company’s available placement capacity under Listing Rule 7.1 (the subject of this Resolution) ( Tranche 1 Placement Shares ); and

  • (b) Tranche 2 : 34,909,091 Placement Shares ( Tranche 2 Placement Shares ) proposed to be issued subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 2).

The Company engaged CPS Capital Group Pty Ltd as lead manager and corporate advisor to the Placement ( Lead Manager ). As partial consideration for the provision of capital raising and corporate advisory services in connection with the Placement, the Lead Manager (or its nominee/s) will be issued 10,000,000 Options exercisable at $0.03 each, which will expire 3 years from the date of issue, and will otherwise be subject to the terms and conditions in Schedule 2 ( Lead Manager Options ), and are subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 3).

The Company issued the Tranche 1 Placement Shares on 18 August 2025 without prior Shareholder approval using the Company’s available placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder approval to ratify the prior issue of 146,909,090 Tranche 1 Placement Shares under Listing Rules 7.1.

3.2

Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under Listing Rule 7.1. This reduces the Company's

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capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those Equity Securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1. The Company confirms that the issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1.

The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, 146,909,090 Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1 is not passed, 146,909,090 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 146,909,090 Equity Securities for the 12-month period following the issue of those Placement Shares.

3.3

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

  • (a) The Tranche 1 Placement Shares were issued to institutional and sophisticated investors ( Tranche 1 Placement Participants ), none of whom are a related party or Material Investor of the Company. The Tranche 1 Placement Participants were identified through a bookbuild process, which involved the Company and Lead Manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Lead Manager.

  • (b) A total of 146,909,090 Tranche 1 Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1.

  • (c) The Tranche 1 Placement Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

  • (d) The Tranche 1 Placement Shares were issued on 18 August 2025 at an issue price of $0.022 each.

  • (e) The proceeds from the Placement have been or are intended to be strategically deployed to support key growth and commercialisation initiatives across the business:

  • (i) Commercialisation of Low-Carbon Cement Formulations : Capital will be directed towards advancing the development and market readiness of the Company’s proprietary low-carbon (green) cement technologies. This includes scaling up production capabilities, certification processes, and securing strategic commercial partnerships.

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  • (ii) Pittong Kaolin Operations – Working Capital and Expansion : Funds will be allocated to build out the supply chain for metakaolin production, sales at Pittong and a financial study that includes phase 2 scaling at Trawalla. This also includes increasing processing capacity and enhancing operational efficiency to meet growing demand.

  • (iii) Product Trials and New Customer Engagement : Funding will also support targeted product trials with key industry players, as well as initiatives aimed at accelerating customer engagement and securing early adoption of the Company’s innovative, environmentally sustainable cement solutions.

  • (iv) General Working Capital and Costs of the Placement : The remaining funds will be used for general corporate purposes, including working capital requirements, and to cover costs associated with executing the Placement.

  • (f) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.

  • (g) A voting exclusion statement is included in the Notice.

3.4 Additional information

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

4. Resolution 2 – Approval to issue Tranche 2 Placement Shares

4.1 Background

The background to the Placement, including the proposed issue of the Tranche 2 Placement Shares is set out in Section 3.1 above.

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to approve the issue of the Tranche 2 Placement Shares.

4.2

Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.2 above.

The issue of the Tranche 2 Placement Shares does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and will not receive $768,000 (before costs) from the issue of the Tranche 2 Placement Shares.

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4.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Tranche 2 Placement Shares:

  • (a) The Tranche 2 Placement Shares will be issued to Melbourne Securities Corporation Ltd ( Tranche 2 Placement Participant ), who is not a related party of the Company but is a Substantial Shareholder of the Company and on this basis, is considered to be a Material Investor.

  • (b) A maximum of 34,909,091 Tranche 2 Placement Shares will be issued.

  • (c) The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

  • (d) The Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting.

  • (e) The Tranche 2 Placement Shares will be issued at a price of $0.022 each, being the same issue price as the Tranche 1 Placement Shares and will raise up to $768,000 (before costs).

  • (f) A summary of the intended use of funds raised from the Placement is set out in Section 3.3(e) above.

  • (g) There are no other material terms to the agreement for the subscription of the Tranche 2 Placement Shares.

  • (h) A voting exclusion statement is included in the Notice.

4.4 Additional information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 3 – Approval to issue Lead Manager Options

5.1

Background

The background to the Placement, including the proposed issue of the Lead Manager Options is set out in Section 3.1 above.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to approve the issue of the Lead Manager Options to the Lead Manager (or its nominee/s).

5.2

Summary of Lead Manager Mandate

The Company entered into a mandate with the Lead Manager for the provision of capital raising and corporate advisory services as lead manager and broker to the Company ( Lead Manager Mandate ).

Under the Lead Manager Mandate, the Company has agreed to pay the Lead Manager:

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  • (a) a management fee of 2% (plus GST) of the funds raised under the Placement;

  • (b) a raising fee of 4% (plus GST) of the funds raised under the Placement; and

  • (c) the Lead Manager Options.

The Lead Manager will receive a monthly corporate advisory fee of $6,500 (plus GST), where applicable for continuing corporate advisory services provided by the Lead Manager from the date of execution of the Lead Manager Mandate ( Corporate Advisory Fee ). The Lead Manager Mandate is for a minimum term of twelve (12) months and will only be extended at the sole written election of the Company.

If the Company seeks to raise equity capital at any time within the 12-month period following the Placement, then the Lead Manager shall be given the first right of refusal to exclusively do such further capital raising.

The Lead Manager Mandate contains additional provisions, including indemnities in respect of the Company, which are considered standard for agreements of this nature.

5.3

Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.2 above.

The issue of the Lead Manager Options does not fit within any of the exceptions to Listing Rules 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

If Resolution 3 is passed, the Company can proceed to issue up to 10,000,000 Lead Manager Options. In addition, the issue of the Lead Manager Options will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and will have to consider other forms of remuneration for the Lead Manager, which may include payment of cash.

5.4

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options:

  • (a) The Lead Manager Options will be issued to the Lead Manager (or its nominee/s), none of whom are a related party or a Material Investor of the Company.

  • (b) A maximum of 10,000,000 Lead Manager Options will be issued.

  • (c) The Lead Manager Options will be exercisable at $0.03 each and will expire 3 years from the date of issue, and will otherwise be subject to the terms and conditions in Schedule 2.

  • (d) The Lead Manager Options will be issued no later than 3 months after the date of the Meeting.

  • (e) The Lead Manager Options will be issued for a nominal price of $0.00001 each, as

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partial consideration for the Lead Manager’s capital raising and corporate advisory services provided in connection with the Placement. Accordingly, only a nominal amount of $100 will be raised from the issue of the Lead Manager Options and will be used towards the Company’s general working capital purposes.

  • (f) A summary of the material terms of the Lead Manager Mandate is set out in Section 5.2 above.

  • (g) A voting exclusion statement is included in the Notice.

5.5 Directors’ recommendation

Resolution 3 is an ordinary resolution.

The Board recommends that shareholders vote in favour of Resolution 3.

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Schedule 1

Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.
ASX means the ASX Limited (ABN 98 008 624 691) and, where the context
permits, the Australian Securities Exchange operated by ASX Limited.
AWST means Australian Western Standard Time, being the time in Perth,
Western Australia.
Board means the board of Directors.
Chair means the person appointed to chair the Meeting of the Company
convened by the Notice.
Company means Green360 Technologies Limited (ACN 140 316 463).
Corporations Act means the_Corporations Act 2001_(Cth) as amended or modified from
time to time.
Director means a director of the Company.
Equity Security has the same meaning as in the Listing Rules.
Explanatory means the explanatory memorandum which forms part of the Notice.
Memorandum
Lead Manager means CPS Capital Group Pty Ltd (ACN 088 055 636).
Lead Manager Options has the meaning given in Section 3.1.
Lead Manager Mandate has the meaning given in Section 5.2.
Listing Rules means the listing rules of ASX.
Material Investor means, in relation to the Company:
(a)
a related party;
(b)
Key Management Personnel;
(c)
a substantial Shareholder;
(d)
an advisor; or
(e)
an associate,

of the above who have or will (as applicable) receive Securities in the Company which constitute more than 1% of the Company’s anticipated capital structure at the time of issue.

Meeting

has the meaning given in the introductory paragraph of the Notice.

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Notice means this Notice of General Meeting.
Option means an option to acquire a Share.
Placement has the meaning given in Section 3.1.
Placement Shares has the meaning given in Section 3.1.
Proxy Form means the proxy form attached to the Notice.
Resolution means a resolution referred to in the Notice.
Schedule means a schedule to the Notice.
Section means a Section of this Notice.
Securities means any Equity Securities of the Company (including Shares, Options
and/or performance rights).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means the holder of a Share.
Tranche 1 Placement has the meaning given Section 3.3(a).
Participants
Tranche 2 Placement has the meaning given in Section 4.3(a).
Participant
Tranche 1 Placement has the meaning given in Section 3.1(a).
Shares
Tranche 2 Placement has the meaning given in Section 3.1(b).
Shares

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Schedule 2 Terms and Conditions of Lead Manager Options

The terms and conditions of the Lead Manager Options (hereinafter referred to as Options ) are set out below:

  1. ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

  2. ( Issue Price ): Each Option will have an issue price of $0.00001 each.

  3. ( Exercise Price ): The Options have an exercise price of $0.03 per Option ( Exercise Price ).

  4. ( Expiry Date ): The Options expire at 5:00pm (AWST) on the date that is 3 years from date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

  5. ( Exercise Period ): The Options are exercisable at any time on or prior to the Expiry Date.

  6. ( Quotation of the Options ): The Company will not apply for quotation of the Options on any securities exchange.

  7. ( Transferability ): The Options are not transferable.

  8. ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and, if applicable, payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and, if applicable, the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

  1. ( Timing of issue of Shares on exercise ): As soon as practicable after the valid exercise of an Option, the Company will:

  2. (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

  3. (b) issue a substitute certificate for any remaining unexercised Options held by the holder;

  4. (c) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

  5. (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the ASX Listing Rules.

  6. ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

  7. ( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

  8. ( Takeovers prohibition ):

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  • (a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

  • (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

  • ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

  • ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

  • ( Entitlement to dividends ): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.

  • ( Entitlement to capital return ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.

  • ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.

  • ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

  • (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

  • (b) no change will be made to the Exercise Price.

  • ( Voting rights ): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.

  • ( Constitution ): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company’s constitution.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

for Securityholder registration.

GREEN360 TECHNOLOGIES LIMITED | ABN 97 140 316 463

Your proxy voting instruction must be received by 10.00am (AWST) on Monday, 29 September 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item 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 items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of GREEN360 TECHNOLOGIES LIMITED, to be held at 10.00am (AWST) on Wednesday, 01 October 2025 at Level 11, 40 The Esplanade, Perth, Western Australia 6000 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of issue of Tranche 1 Placement Shares 2 Approval to issue Tranche 2 Placement Shares 3 Approval to issue Lead Manager Options

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

AM
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
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/
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).