ONE CLICK GROUP LIMITED — AGM Information 2018

Apr 29, 2018

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UUV Aquabotix Ltd

ACN 616 062 072

Notice of 2018 Annual General Meeting

Explanatory Statement

Proxy Form

Time :

Date :

Place :

10:00am on 30 May 2018 Sundaraj & Co Level 13 111 Elizabeth Street Sydney NSW

Contents

Notice of Annual General Meeting (setting out the proposed Resolutions)	Page 4
Explanatory Statement (explaining the proposed Resolutions)	Page 7
Glossary	Page 16
Proxy Form	Attached

Venue

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (Sydney time) on 30 May 2018 at:

Sundaraj & Co Level 13 111 Elizabeth Street Sydney NSW

Your vote is important

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

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and either:

1. deliver the Proxy Form:

2. (a) by hand to:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

• (b) by post to:

UUV Aquabotix Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

1. by facsimile to +61 2 9287 0309; or

2. lodge online at www.linkmarketservices.com.au, instructions as follows:

select ‘Investor & Employee Login’ and enter UUV Aquabotix Ltd or the ASX code UUV in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

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Your Proxy Form must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of UUV Aquabotix Ltd ACN 616 062 072 will be held at 10:00am (Sydney time) on 30 May 2018 at Sundaraj & Co, Level 13, 111 Elizabeth Street, Sydney NSW.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement forms part of this Notice of 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 Annual General Meeting are those who are registered Shareholders at 7:00pm (Sydney time) on 28 May 2018. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 December 2017 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

However, pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Resolutions

Part A: Remuneration Report

1. Resolution 1 – adoption of Remuneration Report

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

“That, for the purpose 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 Company’s Annual Financial Report for the financial year ended 31 December 2017.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter ). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

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• (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

Part B: election of directors

2. Resolution 2 – election of Brendan Martin as director

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

“That Brendan Martin, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company.”

3. Resolution 3 – election of Robert Clisdell as director

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

“That Robert Clisdell, a Director appointed as an additional Director to fill a casual vacancy and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be re-elected as a Director of the Company.”

Part C: ASX Listing Rule 7.1A

4. Resolution 4 – ASX Listing Rule 7.1A approval of future issue of securities

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); and

• (b) an Associate of those persons.

However, the Company will not disregard a vote if:

• (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (ii) 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.

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Part D: issue of securities to Director

5. Resolution 5 – issue of Options to Mr Robert Clisdell

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

“For the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue of 1,000,000 Options to Mr Robert Clisdell (or his nominee) on the terms and conditions which are described in the Explanatory Statement which accompanies this Notice of Meeting.

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• (a) Robert Clisdell or his nominee; or

• (b) an associate of any person described in (a).

However, the Company will not disregard a vote if:

• (i) it is cast by a person acting as a proxy for another person who is entitled to vote, in accordance with the directions on the proxy form; or

• (ii) 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.

Part E: appointment of auditor

6. Resolution 6 – appointment of auditor

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

“That, in accordance with section 327B(1)(a) of the Corporations Act 2001 (Cth) and for all other purposes, Gary Sherwood of RSM Australia has been nominated by a shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of UUV Aquabotix Ltd.”

Dated : 23 March 2018 BY ORDER OF THE BOARD

Anand Sundaraj Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:00am (Sydney time) on 30 May 2018 at Sundaraj & Co, Level 13, 111 Elizabeth Street, Sydney NSW.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 December 2017 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://wcsecure.weblink.com.au/pdf/UUV/01956632.pdf.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

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Resolutions

Part A: Remuneration Report

Resolution 1 – adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://wcsecure.weblink.com.au/pdf/UUV/01956632.pdf.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2019 Annual General Meeting ( 2019 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2019 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2019 AGM. All of the Directors who were in office when the 2019 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed him to vote in accordance with his stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Part B: election of directors

Resolution 2 – election of Brendan Martin

The Company’s Constitution requires that one third (or if that is not a whole number, the nearest whole number) of the Company’s Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period of in excess of three 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 Directors to retire at an annual general meeting are those who have been the longest in office since their last election. Where two or more Directors have served equally the longest, the retiring Director is determined either amongst the Directors, or by drawing lots.

Brendan Martin was appointed as a Director of the Company on 22 November 2016 and has since served as a Director of the Company.

A Director who retires by rotation under clause 12.11.1 of the Company’s Constitution is eligible for re-election. Under this Resolution, Brendan Martin seeks election at this AGM.

Mr. Martin brings extensive experience in the Australian financial and industrials sectors across the Australian market. Most recently Mr. Martin was General Manager Strategy & Investments at

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Broadspectrum Limited, which was acquired by Ferrovial Servicios in May 2016 for an enterprise value of AUD$1.3 billion. Prior to Broadspectrum, Mr. Martin ran Bergen Capital (Australia) LLC’s Australian office, and held banking and advisory roles with Investec Bank and Citi. Mr. Martin began his career with PricewaterhouseCoopers in the insolvency and valuations practices.

Directors’ recommendation

The Directors (excluding Brendan Martin) recommend that Shareholders vote for this Resolution.

Resolution 3 – election of Robert Clisdell

The Company’s Constitution provides the Board may at any time appoint any person to be a Director ( Additional Director ) provided that the total number of Directors does not exceed seven. The Company’s Constitution also provides each Additional Director appointed during the year is to hold office until the next general meeting and is then eligible for election as a Director of the Company.

Robert Clisdell was appointed an Additional Director of the Company on 10 March 2018 and has since served as a Director of the Company.

Under this Resolution, Robert Clisdell seeks election at this AGM.

Mr. Clisdell is based in Sydney and is the Vice-President at Bergen Capital (Australia) Ltd, an affiliate of the Company's largest shareholder, as well as a non-executive director of DroneShield Ltd (ASX:DRO). Prior to joining Bergen, Mr. Clisdell led the middle market corporate advisory practice for Credit Suisse's Private Bank in Melbourne. Prior to Credit Suisse, Mr. Clisdell was an M&A banker with Caliburn Partnership (now Greenhill & Co.) in Sydney, and worked in Equity Capital Markets at Ord Minnett Corporate Finance. Mr. Clisdell began his career with Arthur Anderson and qualified as a Chartered Accountant in 2005. He holds a Bachelor of Commerce from the University of Sydney and a Graduate Diploma in Applied Finance from FINSIA.

Directors’ recommendation

The Directors (excluding Robert Clisdell) recommend that Shareholders vote for this Resolution.

Part C: ASX Listing Rule 7.1A

Resolution 4 – ASX Listing Rule 7.1A approval of future issue of securities

Under Listing Rule 7.1A, certain companies may seek Shareholder approval by special resolution passed at an annual general meeting to have the additional capacity to issue equity securities (which must be in the same class as an existing quoted class of equity securities of the Company) which do not exceed 10% of the existing ordinary share capital without further Shareholder approval. The ability of the Company to make an issue under Listing Rule 7.1A is in addition to its 15% placement capacity under Listing Rule 7.1.

Approval under this Resolution is sought for the Company to issue equity securities under Listing Rule 7.1A.

If this Resolution is approved the Company may make an issue of equity securities under Listing Rule 7.1A at any time (either on a single date or progressively) up until the earlier of:

• (a) the date which is 12 months after the date of the 2018 Annual General Meeting; or

• (b) the date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by the ASX.

Accordingly, the approval given if this Resolution is passed will cease to be valid on the earlier of 30 May 2019 or the date on which holders of the Company’s ordinary securities approve a transaction under Listing Rules 11.1.2 or 11.2.

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At the date of this Explanatory Statement, the Company is an ‘eligible entity’, and therefore able to seek approval under Listing Rule 7.1A, as it is not included in the S&P/ASX300 and has a market capitalisation less than the amount prescribed by ASX (currently $300 million). If at the time of the Annual General Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

The maximum number of equity securities which may be issued in the capital of the Company under the approval sought by this Resolution will be determined in accordance with the following formula prescribed in Listing Rule 7.1A.2:

(A x D) – E

where:

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

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

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

• (iii) plus the number of fully paid shares issued in the 12 months with approval of the holders of shares under Listing Rules 7.1 and 7.4 (this does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without Shareholder approval); and

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

• 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.

The ability of the Company to make an issue under Listing Rule 7.1A is in addition to its 15% placement capacity under Listing Rule 7.1. The effect of this Resolution will be to allow the Company to issue equity securities under Listing Rule 7.1A without using the Company’s 15% placement capacity under Listing Rule 7.1.

As at 9 March 2018, the Company has on issue 135,000,001 ordinary shares and therefore has capacity to issue:

• (a) 20,250,000 equity securities under Listing Rule 7.1; and

• (b) subject to Shareholder approval being sought under this Resolution, 13,500,000 equity securities under Listing Rule 7.1A.

The issue price of the equity securities issued under Listing Rule 7.1A will be determined at the time of issue. The minimum price at which the equity securities the subject of this Resolution will be issued is 75% of the volume weighted average market price ( VWAP ) in that class of the Company’s equity securities over the 15 trading days on which trades in that class were recorded immediately before either:

• (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) the date on which the securities are issued.

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ voting power in the Company will be diluted. There is a risk that:

• (a) the market price for the Company’s equity securities may be significantly lower on the issue date than on the date of the approval of this Resolution; and

• (b) the equity securities issued under Listing Rule 7.1A may be issued at a price that is at a discount

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(as described above) to the market price for the Company’s equity securities on the issue date;

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

The table set out below shows the dilution of existing Shareholders on the basis of:

• The market price of the Company’s ordinary shares and the number of ordinary securities as at 9 March 2018.

• Two examples where the number of ordinary shares on issue (“A”) has increased, by 50% and 100%. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require Shareholder approval (for example, pro-rata entitlements issues) or as a result of future specific placements under Listing Rule 7.1 that are approved by Shareholders.

• Two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the market price as at 9 March 2018.

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2		Dilution
		$0.028 50% decrease in issue price	$0.056 issue price **	$0.112 100% increase in issue price
“A” is the number of shares on issue, being 135,000,001 * shares	10% voting dilution	13,500,000 shares	13,500,000 shares	13,500,000 shares
	Funds raised	$378,000	$756,000	$1,512,000
“A” is a 50% increase in shares on issue, being 202,500,001 * shares	10% voting dilution	20,250,000 shares	20,250,000 shares	20,250,000 shares
	Funds raised	$567,000	$1,134,000	$2,268,000
“A” is a 100% increase in shares on issue, being 270,000,002 * shares*	10% voting dilution	27,000,000 shares	27,000,000 shares	27,000,000 shares
	Funds raised	$756,000	$1,512,000	$3,024,000

Notes:

• (i) The table assumes that the Company issues the maximum number of equity securities available under Listing Rule 7.1A.

• (ii) The table assumes that no options are exercised in ordinary shares before the date of the issue of equity securities under Listing Rule 7.1A.

• (iii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (iv) The table shows the effect of an issue of equity securities under Listing Rule 7.1A, not under the Company’s 15% placement capacity under Listing Rule 7.1.

• (v) The issue of equity securities under the Listing Rule 7.1A consists only of ordinary shares. If the issue of equity securities includes options, it is assumed that those options are exercised into ordinary shares for the purposes of calculating the voting dilution effect on existing Shareholders.

• Any issue of equity securities is required to be made in accordance with the Listing Rules. Any issue made other than under the Company’s 15% capacity (Listing Rule 7.1) or the Company’s additional 10% capacity (Listing Rule 7.1A) and not otherwise made under an exception in Listing Rule 7.2 (for example, a pro-rata rights issue) would require Shareholder approval.

• ** Based on the closing price of the Company’s Shares on ASX on 9 March 2018.

• *** Based on the Company’s Share structure as at 9 March 2018.

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If this Resolution is approved the Company will have the ability to issue up to 10% of its issued capital without further Shareholder approval and therefore allow it to take advantage of opportunities to obtain further funds if required and available in the future.

As at the date of this Explanatory Statement, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A to any particular person or at any particular time. The total amount that may be raised by the issue of equity securities under Listing Rule 7.1A will depend on the issue price of the equity securities which will be determined at the time of issue. In some circumstances, the Company may issue equity securities under Listing Rule 7.1A for non-cash consideration (for example, in lieu of cash payments to consultants, suppliers or vendors). While the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A, some of the purposes for which the Company may issue equity securities under Listing Rule 7.1A include (but are not limited to):

• (a) raising funds to further develop the Company’s business;

• (b) raising funds to be applied to the Company’s working capital requirements;

• (c) acquiring assets. In these circumstances, the issue of the ordinary shares may be made in substitution for the Company making a cash payment for the assets. If the Company elects to issue ordinary shares for the purpose of acquiring assets then the Company will release to the market a valuation of the assets prior to issuing the shares; and

• (d) paying service providers or consultants of the Company.

Details regarding the purposes for which any particular issue under Listing Rule 7.1A is made will be more fully detailed in an announcement to the ASX made pursuant to Listing Rule 7.1A.4 and Listing Rule 3.10.5A at the time the issue is made. The identity of the allottees of equity securities under Listing Rule 7.1A will be determined at the time the Company decides to make an issue having regard to a number of factors including:

• (a) the capital raising and acquisition opportunities available to the Company and any alternative methods for raising funds or acquiring assets that are available to the Company;

• (b) the potential effect on the control of the Company;

• (c) the Company’s financial situation and the likely future capital requirements; and

• (d) advice from the Company’s corporate or financial advisors.

Offers made under Listing Rule 7.1A may be made to parties including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

The allocation policy the Company may adopt for a particular issue of equity securities under Listing Rule 7.1A and the terms on which those equity securities may be offered will depend upon the circumstances existing at the time of the proposed capital raising under Listing Rule 7.1A. Subject to the requirements of the Listing Rules and the Corporations Act, the Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

The Company has not previously sought Shareholder approval under Listing Rule 7.1A.

This Resolution is a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

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Part D: issue of Options to Mr Robert Clisdell

Resolution 5 – Issue of Options to Mr Robert Clisdell

It is proposed that, if Shareholder approval under Resolution 5 is obtained, 1,000,000 Options will be granted to Mr Robert Clisdell on the terms and conditions set out below. A summary of the terms of Mr Clisdell’s options is provided in Annexure C to this Notice.

Number granted	Vesting date	Exercise price	Expiry date
1,000,000	Immediately	$0.11	30 May 2021

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 provides that a listed company must not issue equity securities to a related party without Shareholder approval.

A “related party” for the purposes of the ASX Listing Rules is widely defined and includes a director of a public company. Mr Clisdell is therefore a related party. Accordingly, the grant of the Options to Mr Clisdell requires the Company to obtain Shareholder approval.

Information required by ASX Listing Rule 10.13

The following information in relation to the options is provided to Shareholders for the purposes of ASX Listing Rule 10.13.

• (c) The maximum number of Options to be granted to Mr Robert Clisdell is 1,000,000.

• (d) The Company will issue the Options no later than one month after the date of the Meeting.

• (e) Mr Clisdell is a related party of the Company by virtue of being a director of the Company.

• (f) Each Option will be granted for nil consideration and accordingly no funds will be raised from the grant of the Options.

• (g) The Options will vest immediately. The Options may be exercised after it has vested but before its expiry date of 30 May 2021. The exercise price of the Options will be $0.11. A Share issued upon the exercise of an Option will rank equally in all respects with existing Shares.

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

Information required by Chapter 2E of the Corporations Act

The related party to whom the proposed Resolution will permit the financial benefit to be given

• (i) This resolution will permit the financial benefit to be given to Mr Robert Clisdell, a related party of the Company, by virtue of being a director of the Company.

The nature of the financial benefit and other remuneration of the relevant Director

• (j) The nature of the financial benefit to be given to Mr Robert Clisdell is the issue of Options as outlined in the table below.

• (k) The details of Mr Robert Clisdell’s remuneration is set out in the table below.

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Current remuneration	Current relevant interest	Current option holding	Number of Options to be issued	Maximum relevant interest (fully diluted)
$50,000 per annum	50,000 Shares	50,000 listed options	1,000,000 options	1,100,000 Shares

• (l) Mr Robert Clisdell may also be paid fees or other amounts as the Board determines if the Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director.

Existing relevant interest

• (m) As of the date of this Notice of Meeting, Mr Robert Clisdell’s interests in the securities of the Company is set out in the table above.

Potential relevant interests if Shareholder approval is obtained for this Resolution

• (n) The dilutionary effect of the issue of the Options to Mr Robert Clisdell if this Resolution is approved is set out in the table above. The table sets out the possible shareholdings of Mr Clisdell on a fully diluted basis. It assumes that all of the Options have vested and have been exercised.

Historical share price information

(o) Historical share price information for the 12 months prior to the date of the Notice of Meeting is set out in the table below.

	Price	Date
Highest	$0.23	28 April 2017
Lowest	$0.055	8 March 2018
Last	$0.07	19 March 2018

Valuation of the Options

• (p) The proposed grant of the Options to Mr Clisdell, based on the assumptions set out below, is valued at $21,935.

valued at $21,935.
Valuation input	Assumption
Number of Options	1,000,000
Date of valuation	1 June 2018
Contract life	3 years
Risk free rate	1.66%
Share price at valuation date	$0.066
Exercise price	$0.11
Expected dividend yield	0%
Assumed volatility	70%
Assessed value of Options	$21,935

• (q) This value is based on the full “Contract Life” of the Options. The “fair value” of these Options will be determined once the Options are granted, assuming Shareholder approval is obtained.

• (r) The Income Statement cost of these Options, assuming they are approved, granted and vest,

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based on current assumptions determined using the “expected life” of the Options, is estimated as follows:

as follows:
	FYE2018	FYE2019	FYE2020	FYE2021	Total
1,000,000 Options	$21,935	nil	nil	nil	$21,935

• (s) The expected Income Statement expense is less than the “Contract Life” value because the “fair value” allows for use of the lower expected life assumption to be applied in the valuation process.

• (t) If the Options do not vest, then no Income Statement cost will be incurred.

• (u) Shareholders should be aware that this cost is a non-cash expense.

• (v) Further, if all Options were exercised, the Company would receive a cash flow positive benefit of $110,000.

Information

• (w) Other than the information above and otherwise contained in this Explanatory Statement, the Company believes that there is no information that would be reasonably required by Shareholders to consider whether or not to pass Resolution 5.

Directors’ recommendation

Robert Clisdell has an interest in the outcome of Resolution 5 and therefore believes it is inappropriate to make a recommendation. The other Directors (excluding Robert Clisdell) recommend the grant of the Options to Robert Clisdell as it provides a cost effective and efficient reward for the Company to make to a Director.

Part E: appointment of auditor

Resolution 6 – appointment of auditor

Gary Sherwood of RSM Australia has held the office of auditor since 25 May 2017. Under section 327A(2), Gary Sherwood of RSM Australia holds office until the Company’s first AGM. Thereafter, section 327B(1)(a) requires UUV Aquabotix Ltd to appoint an auditor at its first AGM. Gary Sherwood of RSM Australia has given, and has not withdrawn, its consent to act as auditor of UUV Aquabotix Ltd. A copy of this consent to act is contained in Annexure A to this Notice.

In accordance with section 328B(1) of the Act, notice in writing nominating Gary Sherwood has been given to the Company by a shareholder. A copy of this notice is contained in Annexure B to this Notice.

The directors unanimously recommend that shareholders vote in favour of this Resolution.

Enquiries

Shareholders are asked to contact Mr Anand Sundaraj, Company Secretary, on (+61 2) 8880 5130 if they have any queries in respect of the matters set out in these documents.

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Glossary

Annual Financial Report means the 2017 Annual Report to Shareholders for the period ended 31 December 2017 as lodged by the Company with ASX on 28 February 2018.

Annual General Meeting or AGM or Meeting means an annual general meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of Gary Sherwood dated 28 February 2018 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

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

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of 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 dealings with the Company;

• (e) a company the member controls; or

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

Company means UUV Aquabotix Ltd ACN 616 062 072.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 23 March 2018 including the Explanatory Statement.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

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Remuneration Report means the remuneration report as set out in the Annual Financial Report.

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

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Spill Meeting means the meeting that will be convened within 90 days of the 2018 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2018 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2018 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2018 AGM.

Subscription Agreement means the agreement under which a non-related professional and sophisticated investor has agreed to subscribe for Convertible Notes.

VWAP means the volume weighted average price, with respects to the price of Shares.

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Annexure A – Auditor consent to act

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UUV Aquabotix Ltd | Annual General Meeting – Notice of Meeting and Explanatory Memorandum

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Annexure B – Auditor nomination

14 March 2018

UUV Aquabotix Ltd C/- Sundaraj & Co Level 13, 111 Elizabeth Street SYDNEY NSW 2000

Dear Directors,

Nomination of auditor of UUV Aquabotix Ltd ACN 616 062 072

I, Peter James, being a shareholder of UUV Aquabotix Ltd, pursuant to section 328B of the Corporations Act 2001 (Cth), nominate Gary Sherwood of RSM Australia for the appointment as auditor of UUV Aquabotix Ltd at its 2018 Annual General Meeting.

Yours faithfully,

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Peter James

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Annexure C – summary of the terms of Robert Clisdell’s options

Grant : 1,000,000 options ( Options ) to be issued to Robert Clisdell upon receipt of shareholder approval.

Exercise price : the amount payable upon exercise of each Option will be $0.11 ( Exercise Price ).

Entitlement : Each Option entitles the holder to subscribe for one ordinary share in the Company ( Share ) upon exercise of the Option. Each Share issued on exercise of an Option will rank equally with the then issued Shares.

Vesting date : on the date of issue ( Vesting Date ).

Expiry date : each Option expires at 5:00pm on 30 May 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Exercise period : an option is exercisable at any time from the Vesting Date on or prior to the Expiry Date ( Exercise Period ).

Notice of exercise : an Option may be exercised during the Exercise Period by notice in writing to the Company and payment of the Exercise Price for each Option being exercised.

Quotation : if admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the 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 ASX Listing Rules at the time of the reconstruction.

Participation in new issues : there are no participation rights or entitlements inherent in the Options and the Option holder will not be entitled to participate in new issues of capital offered to Share holders during the Exercise Period without exercising the Options.

Change in Exercise Price : an Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

Transferability : the Options are not transferable without the consent of board of the Company.

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ABN 52 616 062 072

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  UUV Aquabotix Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999 X99999999999

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----- Start of picture text -----

X99999999999
PROXY FORM
I/We being a member(s) of UUV Aquabotix Ltd and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting
as your proxy, please write the name of the person or
Meeting (mark box)
body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to
act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent
permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Wednesday,
30 May 2018 at Sundaraj & Co, Level 13, 111 Elizabeth Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment
of the Meeting.
Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated
your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though
the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an T
Resolutions For Against Abstain * For Against Abstain
1 Adoption of Remuneration Report 5 Issue of Options to Mr Robert Clisdell
2 Election of Brendan Martin as 6 Appointment of Auditor
Director
S A M P L E
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• 3 Election of Robert Clisdell as Director

• 4 ASX Listing Rule 7.1A approval of future issue of securities

• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

UUV PRX1801C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Monday, 28 May 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MAIL  Form, including where the Resolution is connected directly or indirectly UUV Aquabotix Ltd with the remuneration of KMP. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia 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  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. 1A Homebush Bay Drive APPOINTMENT OF A SECOND PROXY Rhodes NSW 2138 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’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of COMMUNICATIONS PREFERENCE votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. environmentally friendly and reduces py friendly and reduces p friendly and reduces py and reduces p and reduces pprint and mail costs. SIGNING INSTRUCTIONS ONLINE  You must sign this form as follows in the spaces provided: www.linkmarketservices.com.au Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

BY MAIL  Form, including where the Resolution is connected directly or indirectly UUV Aquabotix Ltd with the remuneration of KMP. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia 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  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. delivering it to Link Market Services Limited 1A Homebush Bay Drive APPOINTMENT OF A SECOND PROXY* Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

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We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces py friendly and reduces p friendly and reduces py and reduces p and reduces pprint and mail costs.

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.