ONE CLICK GROUP LIMITED — Proxy Solicitation & Information Statement 2019

Nov 13, 2019

UUV AQUABOTIX LIMITED ACN 616 062 072 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am (AEDT) DATE : Wednesday, 18 December 2019 PLACE : Offices of RSM Australia Pty Ltd Level 13 60 Castlereagh Street SYDNEY NSW 2000

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (AEDT) on 16 December 2019.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 67,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – APPROVAL OF DIRECTOR AND EMPLOYEE FEE PLAN

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

"That, for the purposes of ASX Listing Rule 7.2 Exception 9(b) and for all other purposes, Shareholders approve the issue of Shares under the Director and Employee Fee Plan for a period of 3 years commencing on the date of this Meeting, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Director except one who is ineligible to participate in any employee incentive scheme in relation to the Company, or any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND EMPLOYEE FEE PLAN – PETER JAMES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 2, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue Shares in lieu of remuneration to Peter James (or his nominee) pursuant to the Director and Employee Fee Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or any associates of those Directors and, if ASX has expressed an opinion under ASX Listing Rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person ( Resolution 3 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 3 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND EMPLOYEE FEE PLAN – ROBERT CLISDELL

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 2, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue Shares in lieu of remuneration to Robert Clisdell (or his nominee) pursuant to the Director and Employee Fee Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or any associates of those Directors and, if ASX has expressed an opinion under ASX Listing Rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person ( Resolution 4 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 4 Excluded Party, it

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

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES UNDER THE DIRECTOR AND EMPLOYEE FEE PLAN – JAY COHEN

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 2, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue Shares in lieu of remuneration to Jay Cohen (or his nominee) pursuant to the Director and Employee Fee Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or any associates of those Directors and, if ASX has expressed an opinion under ASX Listing Rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person ( Resolution 5 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 5 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO PETER JAMES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

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“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 20,000,000 Options to Peter James (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Peter James (or his nominee) or any of their associates ( Resolution 6 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 6 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

(i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO ROBERT CLISDELL

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 14,000,000 Options to Robert Clisdell (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Robert Clisdell (or his nominee) or any of their associates ( Resolution 7 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 7 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

• Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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8. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO JAY COHEN

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 8,000,000 Options to Jay Cohen (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Jay Cohen (or his nominee) or any of their associates ( Resolution 8 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 8 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO WHITNEY MILLION

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Options to Whitney Million (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Whitney Million (or her nominee) or any of their associates ( Resolution 9 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 9 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

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Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 11 November 2019

By order of the Board

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Erlyn Dale Joint Company Secretary

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Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on +61 8 9389 3100.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1

1.1 General

As announced on 2 October 2019, the Company received firm commitments from professional and sophisticated investors to raise $268,000 pursuant to a placement of 67,000,000 Shares at an issue price of $0.004 per Share ( Placement ). The Placement was completed on 7 October 2019.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares under the Placement ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.4

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

• (a) 67,000,000 Shares were issued;

• (b) the issue price was $0.004 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to sophisticated and professional investors. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue will be used for working capital purposes.

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2. RESOLUTION 2 – APPROVAL OF DIRECTOR AND EMPLOYEE FEE PLAN

2.1 Background

The Board has adopted a Director and Employee Fee Plan ( Fee Plan ) to enable the Company to issue Shares to eligible participants in lieu of accrued cash remuneration. Eligible participants are a full or part-time employee, officer, consultant, contractor, a director of the Company or any related entity or any nominee of such a party.

By the Fee Plan, eligible participants can elect to be paid some or all of the cash remuneration accrued to them by the issue of Shares. Any issues of Shares then made are at the discretion of the Board.

Resolution 2 seeks Shareholder approval for the adoption of the Fee Plan in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of the Fee Plan is set out in Schedule 1. In addition, a copy of the Fee Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Fee Plan can also be sent to Shareholders upon request to the Company Secretary +61 8 9389 3100. Shareholders are invited to contact the Company if they have any queries or concerns.

No Shares have yet been issued under the Fee Plan.

The objective of the Fee Plan is to offer a cost effective means of remunerating the Directors which aligns the interests of the Board with Shareholders and incentivises the Board (with the number of Shares to be issued in lieu of remuneration being directly linked to the performance of the Company’s Share price) and allows the Company to allocate a greater proportion of its cash reserves to advancing its projects.

2.2 Regulatory Requirements

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 of this Explanatory Statement. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to issue Shares under the Fee Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

The Fee Plan constitutes an employee incentive scheme within the ASX Listing Rules.

Any future issues of Shares under the Fee Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolutions 3 to 5 for the issue of Shares to Directors pursuant to the Fee Plan.

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3. RESOLUTIONS 3, 4 AND 5 – APPROVAL TO ISSUE SHARES TO DIRECTORS UNDER DIRECTOR AND EMPLOYEE FEE PLAN

3.1 Background

The Company has agreed, subject to obtaining Shareholder approval, to issue Shares in lieu of remuneration to each of the three Directors, Peter James, Robert Clisdell and Jay Cohen, under the Fee Plan.

The issue of Shares to the Directors in lieu of accrued cash payments for remuneration under the terms of the Fee Plan will allow the Company to maintain its cash reserves to the extent of Director participation in the Fee Plan.

Under the Fee Plan, each Director may elect to be paid some or all of the cash remuneration accrued to them by the issue of Shares on a quarterly basis. An election can be made by each Director for each calendar quarter within 5 business days after the end of each calendar quarter. The Shares will be issued in lieu of cash due to the Director and thereby no funds will be raised as a result of the issue of the Shares. A summary of the terms of the Fee Plan is set out in Schedule 1.

The number of Shares to be issued to a Director will be determined by the Board based on each Director’s fees payable by the Company for the relevant calendar quarter at the time an offer is made, divided by the volume weighted average price ( VWAP ) of the Company’s Shares trading on ASX over that calendar quarter.

The maximum number of Shares that a Director can receive in a financial year will be determined by the percentage of remuneration for that year which is sacrificed and satisfied by the issue of Shares and the VWAP of the Shares over the relevant previous calendar quarter.

While the maximum number of Shares to be issued cannot yet be determined, set out below are some examples of the number of Shares that may be issued to the Directors under the Fee Plan, based on an assumed price for Shares of 0.0045 cents per Share (being the closing market price on 17 October 2019). These are examples only and Shareholders should be aware that the actual number of Shares to be issued to Directors may vary, based on the prevailing Share price at the time the number of Shares to be issued is to be calculated, and the percentage of remuneration the Director elects to sacrifice.

Based, for example, on the Directors sacrificing 50% and 100% respectively of their current annual remuneration and a Share price of 0.0045 cents per Share, each Director would be issued with approximately the number of Shares detailed in the table below each year.

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Director	Annual Directors’ remuneration	Amount sacrificed (50%)	Number of Shares to be issued (based on 50% sacrificed)	Amount sacrificed (100%)	Number of Shares to be issued (based on 100% sacrificed)
Peter James (Resolution 3)	$100,000	$50,000	11,111,111	$100,000	22,222,222
Robert Clisdell (Resolution 4)	$39,785	$19,893	4,420,667	$39,785	8,841,111
Jay Cohen (Resolution 5)	$53,505	$26,753	5,945,111	$53,505	11,890,000

This would dilute current Shareholders by the percentages set out below based on the Company's current share capital:

Number of Shares currently on issue (at the date of this Notice)	Number of Shares to be issued annually (based on 50% sacrifice and Share price assumed above)	Dilution (based on 50% sacrifice)	Number of Shares to be issued annually (based on 100% sacrifice and Share price assumed above)	Dilution (based on 100% sacrifice)
516,984,204	21,476,889	4.15%	42,953,333	8.31%

The information in the tables above reflect a 12 month period based on the current annual directors’ remuneration. If Shares are to be issued under the Fee Plan based on the assumptions above for 3 years after the date of the Meeting (the limit under ASX Listing Rule 10.15A.9), then the possible dilution of current Shareholders reflected above would increase to 12.45% (based on 50% sacrifice) and 24.93% (based on 100% sacrifice).

3.2 ASX Waiver

In relation to Resolutions 3, 4 and 5, the Company has been granted a waiver of ASX Listing Rule 10.15A.2 to permit this Notice to not state the maximum number of Shares that may be acquired by each Director under the Fee Plan (given that such details cannot be accurately determined at this time).

3.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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.

The issue of Shares under the Fee Plan constitutes giving a financial benefit and all of the Directors are related parties of the Company by virtue of being Directors. As it is proposed that Shares be issued to all Directors under the Plan,

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the Directors have been unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to these issues. Accordingly, Shareholder approval is sought for the issue of Shares to the Directors under the Plan under Chapter 2E of the Corporations Act.

3.4 Listing Rules 10.14 and 10.15A

ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

The Fee Plan constitutes an employee incentive scheme within the ASX Listing Rules.

In order to comply with ASX Listing Rule 10.14, the notice convening the meeting at which approval will be sought must comply with either ASX Listing Rule 10.15 or 10.15A. Where shares may be issued later than 12 months following a meeting, the notice must comply with the requirements of ASX Listing Rule 10.15A. Accordingly, in order for the Directors to participate in the Fee Plan and be issued Shares later than 12 months (and up to 3 years) following the Meeting, Shareholder approval is being sought for the purposes of ASX Listing Rule 10.14 and the information required by ASX Listing Rule 10.15A is set out below.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue Shares to Directors under Resolution 3, 4 and 5 as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Shares to Directors will not be included in the 15% calculation of the Company's annual placement capacity pursuant to Listing Rule 7.1.

3.5 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.15A

Pursuant to and in accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.15A, the following information is provided in relation to the proposed issue of Shares to the Directors:

• (a) the persons to whom Shares may be issued are Peter James, Robert Clisdell and Jay Cohen, all Directors of the Company, or their respective nominees;

• (b) the Company has obtained a waiver from ASX in respect of compliance with ASX Listing Rule 10.15A.2. The waiver allows the Company not to include the maximum number of Shares that may be acquired by each of the Directors as this number is not presently ascertainable due to it being based on a formula which includes a future volume weighted average price of the Shares and depends upon the percentage of remuneration each Director elects to be satisfied by the issue of Shares. The waiver was granted on the basis that the Company sets out in this Notice the method by which the number of Shares to be issued will be calculated. The maximum number of Shares to be issued for each calendar quarter will be equal to the amount of the Director’s fees elected to be sacrificed for such period divided by the VWAP of the Shares trading on ASX in such calendar quarter as shown in the example set out in section 3.1 above;

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• (c) the final number of Shares issued will be issued at a cost equal to the value of the Director’s fees that would otherwise be payable by the Company;

• (d) the consideration payable will be equal to the Director’s fees foregone by the Director who accepts an offer;

• (e) under the Fee Plan, Shares can be issued to full or part-time employees, officers, consultants, contractors, Directors of the Company or any related entity or any nominee of such parties. No Shares have yet been issued under the Fee Plan;

• (f) details of any Shares issued under Resolutions 3 to 5 will be published in each annual report of the Company relating to a period in which Shares have been issued, together with a statement that the Shares were issued under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Fee Plan after Resolutions 3 to 5 are approved and who are not named in this Notice will not participate in the Fee Plan until approval is obtained under ASX Listing Rule 10.14;

• (g) Shares issued under Resolutions 3 to 5 will be issued no later than three years after the date of this Meeting;

• (h) the Shares issued will rank equally with all existing Shares on issue;

• (i) the relevant interests of the Directors in securities of the Company are set out below:

Related Party	Shares	Options
Peter James	25,107,1261	6,000,0002
Robert Clisdell	8,665,1973	1,000,0004
Jay Cohen	Nil	1,400,0005

Notes:

1. 21,751,414 Shares held directly, and 3,355,712 Shares held indirectly by Bond Street Custodians Limited .

2. Held indirectly by Bond Street Custodians Limited .

3. 120,000 Shares held directly by Mr Robert Clisdell and 8,545,197 Shares held indirectly by Rondy Investments Pty Ltd .

4. Held indirectly by Rondy Investments Pty Ltd .

5. Held directly by Mr Jay Cohen.

6. (j) the remuneration and emoluments from the Company to the Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	FY2018 (Actual)	FY2019 (Proposed)
Peter James	$100,0001	$100,000
Robert Clisdell	$59,3842	$50,000
Jay Cohen	$53,5053	USD$40,000

Notes:

1. Consists of AUD$41,666,67 in salary and fees and AUD$58,333.33 settled in equity.

2. Consists of AUD$39,784.22 in salary and fees and AUD$19,599 in equity-settled options.

3. Consists of AUD$53,505 in salary and fees. Represents fees of USD$40,000 converted to AUD.

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(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.05	29 October 2018
Lowest	$0.004	2, 9, 17 & 18 October 2019
Last	$0.004	18 October 2019

• (l) the Board acknowledges the issue of Shares to Messrs James, Clisdell and Cohen is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the issue of Shares to Messrs James, Clisdell and Cohen reasonable in the circumstances for the reasons set out in paragraph (n);

• (m) the primary purpose of the issue of the Shares to the Directors is to issue the Shares in lieu of cash fees owed to Messrs James, Clisdell and Cohen in order to preserve the Company’s cash reserves;

• (n) Mr Peter James declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that Mr James is to be issued Shares in the Company should Resolution 3 be passed. However, in respect of Resolutions 4 and 5, Mr James recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the issue of Shares to the Directors will align the interests of the Directors with those of Shareholders;

• (ii) the issue of the Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Directors; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed;

• (o) Mr Robert Clisdell declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution on the basis that Mr Clisdell is to be issued Shares in the Company should Resolution 4 be passed. However, in respect of Resolutions 3 and 5, Mr Clisdell recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);

• (p) Mr Jay Cohen declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution on the basis that Mr Cohen is to be issued Shares in the Company should Resolution 5 be passed. However, in respect of Resolutions 3 and 4, Mr Cohen recommends that

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Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);

(q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 3 to 5.

4. RESOLUTIONS 6 TO 8 – APPROVAL TO ISSUE OPTIONS TO RELATED PARTIES

4.1 General

The Board proposes, subject to obtaining Shareholder approval, to issue a total of 42,000,000 Options ( Related Party Options ), comprising of 21,000,000 Tranche 1 Options and 21,000,000 Tranche 2 Options to Messrs Peter James, Robert Clisdell and Jay Cohen ( Related Parties ) (or their nominees) on the terms and conditions set out below.

A summary of Chapter 2E of the Corporations Act is set out in section 3.3 above.

The grant of the Related Party Options constitutes giving a financial benefit and Messrs James, Clisdell and Cohen are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As it is proposed that Related Party Options be issued to all Directors, the Directors have been unable to form quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act or ASX Listing Rule 10.15 applies to these issues. Accordingly, Shareholder approval is sought for the issue of Related Party Options to the Related Parties.

4.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

• (a) the related parties are Messrs Peter James, Robert Clisdell and Jay Cohen and they are related parties by virtue of being Directors;

• (b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is set out in the table below:

Related Party	Tranche 1 Options	Tranche 2 Options	Total
Peter James	10,000,000	10,000,000	20,000,000
Robert Clisdell	7,000,000	7,000,000	14,000,000
Jay Cohen	4,000,000	4,000,000	8,000,000

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• (c) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;

• (d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;

• (e) the terms and conditions of the Related Party Options are set out in Schedule 2;

• (f) the value of the Related Party Options and the pricing methodology is set out in Schedule 3;

• (g) the relevant interests of the Related Parties in securities of the Company are set out in section 3.5(i) above;

• (h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out in section 3.5(j) above;

• (i) if the Related Party Options granted to the Related Parties are exercised, a total of 42,000,000 Shares would be issued. This will increase the number of Shares on issue from 516,984,204 to 558,984,204 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 7.5%, comprising 3.57% by Mr James, 2.5% by Mr Clisdell and 1.43% by Mr Cohen;

• (j) the market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company;

• (k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out section 3.5(k) above;

• (l) the Board acknowledges the issue of Related Party Options to Messrs James, Clisdell and Cohen is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to Messrs James, Clisdell and Cohen reasonable in the circumstances for the reason set out in paragraph (n);

• (m) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors. The conditions which must be satisfied before the Related Party Options can vest (and can therefore be exercised into Shares) are set out in Schedule 2;

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• (n) Mr James declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that Mr James is to be granted Related Party Options in the Company should Resolution 6 be passed. However, in respect of Resolutions 7 and 8 recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the grant of Related Party Options to the Related Parties, in particular, the vesting conditions of the Related Party Options, will align the interests of the Related Parties with those of Shareholders;

• (ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;

• (o) Mr Clisdell declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution on the basis that Mr Clisdell is to be granted Related Party Options in the Company should Resolution 7 be passed. However, in respect of Resolutions 6 and 8, Mr Clisdell recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);

• (p) Mr Cohen declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution on the basis that Mr Cohen is to be granted Related Party Options in the Company should Resolution 8 be passed. However, in respect of Resolutions 6 and 7, Mr Cohen recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);

• (q) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price, vesting conditions and expiry date of those Related Party Options; and

• (r) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 6 to 8.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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5. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO WHITNEY MILLION

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 25,000,000 Options to Ms Whitney Million as part of her remuneration package as Chief Executive Officer of the Company, comprising:

• (a) 6,000,000 Tranche 1 Options;

• (b) 6,000,000 Tranche 2 Options;

• (c) 6,500,000 Tranche 3 Options; and

• (d) 6,500,000 Tranche 4 Options.

A summary of ASX Listing Rule 7.1 is set out in section 1.1 above.

The effect of Resolution 9 will be to allow the Company to issue these Options to Ms Million during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 9:

• (a) the maximum number of Options to be issued is 25,000,000, comprising:

• (i) 6,000,000 Tranche 1 Options;

• (ii) 6,000,000 Tranche 2 Options;

• (iii) 6,500,000 Tranche 3 Options; and

• (iv) 6,500,000 Tranche 4 Options,

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is likely that issue will occur on the same date;

• (c) the Options will be issued for nil cash consideration as part of Ms Million’s remuneration as Chief Executive Officer of the Company;

• (d) the Options will be issued to Ms Million (or her nominee), who is not a related party of the Company;

• (e) the Options will be issued on the terms and conditions set out in Schedule 2; and

• (f) no funds will be raised from the issue of the Options as they will be issued as part of Ms Million’s remuneration as Chief Executive Officer of the Company.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means UUV Aquabotix Limited (ACN 616 062 072).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Fee Plan means the director and employee fee plan the subject of Resolution 2 and as summarised in Schedule 1.

General Meeting or Meeting means the meeting convened by the Notice.

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

Option or Related Party Option means an option to acquire a Share with the terms and conditions set out in Schedule 2.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – SUMMARY OF THE TERMS OF THE DIRECTOR AND EMPLOYEE FEE PLAN ( RESOLUTION 2 )

1. All employees (full and part-time), officers, consultants, contractors and executive and non-executive directors of the Company (Participants) and any related entity and any nominee of such parties shall be entitled during the term of the Fee Plan (Plan) to elect by notice in writing to the Company (Election Notice) to be paid some or all of the remuneration due and owing to them by the Company from time to time as fees for services (Outstanding Remuneration) by way of an issue of Shares (Plan Shares).

2. Subject to paragraph 3, an Election Notice may be given by a Participant at any time (including prior to a Quarter) provided it is given no later than 5 business days after the end of such Quarter during the Plan and shall specify:

3. (a) the amount of any Outstanding Remuneration that a Participant wishes to be paid by way of Plan Shares under the Plan; and

4. (b) whether the Participant wishes to have the Plan Shares issued in his or her own name or in the name of a nominee ( Recipient ).

5. A Participant may give a one-off Election Notice for Outstanding Remuneration owing to him/her by the Company for the period until 30 September 2019.

6. An Election Notice may be given to the Company in any manner permitted under the Constitution for service by the Company of notices.

7. Upon receipt of an Election Notice, Plan Shares may be issued to each Participant who elects to be issued Plan Shares in lieu of any Outstanding Remuneration at the discretion of the Board.

8. A Participant who elects in accordance with paragraph 3 to be paid by way of Plan Shares for Outstanding Remuneration for the period until 30 September 2019 will have the issue price of Plan Shares for that period fixed at 0.006 cents per Plan Share (being the volume weighted average price for Shares for the 10 trading days up to 30 September 2019). For each subsequent Quarter, the issue price of each Plan Share will be the Volume Weighted Average Market Price of Shares calculated over the relevant Quarter.

9. Any fractional entitlement to be issued Plan Shares shall be rounded down to the nearest whole number.

10. The Company shall:

11. (a) save for Plan Shares issued as a result of an Election Notice under paragraph 3, issue the Plan Shares to a Recipient as soon as practicable after conclusion of the Quarter to which the Outstanding Remuneration relates;

12. (b) forthwith deliver a statement of holding to the Recipient in respect of the Plan Shares; and

13. (c) cause the Plan Shares to be listed on ASX as soon as reasonably practicable at the Company’s cost and expense.

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1. The obligation of the Company to issue any Plan Shares is subject to the receipt of any approvals required under;

2. (a) the ASX Listing Rules; and

3. (b) the Corporations Act 2001.

4. Notwithstanding any other provision of the Plan, where a Participant is a director or otherwise a related party, that Participant may only receive the number of Plan Shares as approved by shareholders of the Company under the ASX Listing Rules and the Corporations Act.

5. For the purposes of interpretation of the Plan:

6. (a) December Quarter means a period of 3 months concluding on 31 December;

7. (b) June Quarter means a period of 3 months concluding on 30 June;

8. (c) March Quarter means a period of 3 months concluding on 31 March;

9. (d) Quarter means any of the September Quarter, December Quarter, March Quarter or June Quarter;

10. (e) September Quarter means a period of 3 months concluding on 30 September.

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SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is set out in paragraph (d) below ( Exercise Price ).

(c) Expiry Date

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

(d) Exercise Period

The Options issued will vest and be exercisable subject to the following vesting conditions:

	Exercise Price	Vesting Conditions
Tranche 1	$0.005	Tranche 1 Options will vest and be capable of exercise immediately.
Tranche 2	$0.010	Subject to the employee remaining employed by the Company, the Tranche 2 Options will vest 12 months from their date of issue.
Tranche 3	$0.015	Subject to the employee remaining employed by the Company, the Tranche 3 Options will vest 24 months from their date of issue.
Tranche 4	$0.020	Subject to the employee remaining employed by the Company, the Tranche 4 Options will vest 36 months from their date of issue.

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and 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.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

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(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) 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.

(k) 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.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 3 – VALUATION OF OPTIONS

The Options to be issued to the Directors pursuant to Resolutions 6, 7 and 8 have been valued by internal management.

Using the Black & Scholes option model and based on the assumptions set below, the Options ascribed the following value:

Assumptions

Valuation date 16 October 2019 Market price of Shares $0.0040 Exercise price $0.0050 (Tranche 1) / $0.010 (Tranche 2) Expiry date (length of time from issue) 4 years Risk free interest rate 0.75% Volatility 100%

Indicative value per Option	$0.0026 (Tranche 1) / $0.0021 (Tranche 2)
Total Value of Options
Mr Peter James	$47,000
Mr Robert Clisdell	$32,900
Mr Jay Cohen	$18,800

Note: The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

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ACN 616 062 072

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LODGE YOUR VOTE
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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

LODGEMENT OF A PROXY FORM BY MOBILE DEVICE Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM To appoint a second proxy you must: votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS Individual:

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00am (AEDT) on Monday, 16 December 2019, 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. Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE BY MOBILE DEVICE QR Code www.linkmarketservices.com.au Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or Login to the Link website using the holding details as shown enter the voting link www.linkmarketservices.com.au into on the Proxy Form. Select ‘Voting’ and follow the prompts to your mobile device. Log in using the Holder Identifier and lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder postcode for your shareholding. Reference Number (SRN) or Holder Identification Number (HIN). To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

YOUR NAME AND ADDRESS

YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and

APPOINTMENT OF PROXY

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.

You must sign this form as follows in the spaces provided:

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.

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 directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

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.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must 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.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

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

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 body Meeting (mark box) 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 General Meeting of the Company to be held at 10:00am (AEDT) on Wednesday, 18 December 2019 at the offices of RSM Australia Pty Ltd, Level 13, 60 Castlereagh Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 2 - 9: 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 Resolutions 2 - 9, even though the Resolutions are 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 Ratification of Prior Issue of Placement 9 Approval to Issue Options to Shares Under Listing Rule 7.1 Whitney Million 2 Approval of Director and Employee Fee Plan 3 Approval to Issue Shares Under the Director and Employee Fee Plan – Peter James 4 Approval to Issue Shares Under the Director and Employee Fee Plan – Robert Clisdell 5 Approval to Issue Shares Under the Director and Employee Fee Plan – Jay Cohen 6 Approval to Issue Options to

• 6 Approval to Issue Options to Peter James

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• 7 Approval to Issue Options to Robert Clisdell

• 8 Approval to Issue Options to Jay Cohen

• • 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) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) 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 PRX1903D