ONE CLICK GROUP LIMITED — Proxy Solicitation & Information Statement 2019

Aug 19, 2019

UUV AQUABOTIX LTD ACN 616 062 072

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00AM AEST DATE : Friday, 20 September 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 AEST on 18 September 2019.

BUSINESS OF THE MEETI NG

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 43,506,241 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 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1A

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 32,493,759 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.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES TO AZALEA CONSULTING PTY LTD

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 13,750,000 Shares to Azalea Consulting Pty Ltd (or its 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 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) or an associate of that person (or 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

4. RESOLUTION 4 – RATIFICATION OF SHARES ISSUED TO MELSHARE NOMINEES PTY LTD

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 5,000,000 Shares to Melshare Nominees Pty Ltd 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.

5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO PETER JAMES IN LIEU OF FEES

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Peter James (or his nominee) the number of Shares determined in accordance with the formula set out in the Explanatory Statement and 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 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 SHARES TO ROBERT CLISDELL IN LIEU OF FEES

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Robert Clisdell (or his nominee) the number of Shares determined in accordance with the

3

formula set out in the Explanatory Statement and 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 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.

Dated: 16 August 2019

By order of the Board

Winton Willesee and Erlyn Dale Joint Company Secretaries

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 Secretary on +61 8 9389 3160 .

4

EXPLANATORY STATEMEN T

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. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULES 7.1 AND 7.1A

1.1 Background

As announced on 15 July 2019, the Company issued 76,000,000 Shares at an issue price of $0.006 per Share to raise $456,000 pursuant to a placement.

32,493,759 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 31 May 2019 and 43,506,241 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

1.2 Resolution 1 – ASX Listing Rule 7.1

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.

1.3 Resolution 2 – ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

(a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

5

By ratifying the issue of Shares the subject of Resolutions 1 and 2, the base figure (i.e. variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

1.4 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 Resolutions 1 and 2:

• (a) 76,000,000 Shares were issued on the following basis:

• (i) 43,506,241 Shares issued pursuant to ASX Listing Rule 7.1; and

• (ii) 32,493,759 Shares issued pursuant to ASX Listing Rule 7.1A;

• (b) the issue price was $0.006 per Share under both the issue of Shares pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A;

• (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.

2. RESOLUTION 3 – APPROVAL TO ISSUE SHARES TO AZALEA CONSULTING PTY LTD (OR ITS NOMINEE)

2.1 General

Resolution 3 seeks Shareholder approval to issue up to 13,750,000 Shares to Azalea Consulting Pty Ltd (or its nominee) ( Azalea ) as part (non-cash) consideration for company secretarial services to be provided to the Company. As announced on 26 July 2019, Mr Winton Willesee and Ms Erlyn Dale were appointed as joint company secretaries of the Company, as nominees of Azalea.

Azalea has agreed to be partially remunerated for the company secretarial services to be provided by the issue of Shares in order that the Company can preserve its cash reserves.

A summary of ASX Listing Rule 7.1 is set out in section 1.2 above.

The effect of Resolution 3 will be to allow the Company to issue the Shares to Azalea Consulting (or its nominee) 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.

2.2 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 3:

• (a) the maximum number of Shares to be issued is 13,750,000;

6

• (b) the Shares 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 intended that issue of all of the Shares will occur on the same date;

• (c) the Shares will be issued for nil cash consideration as they are being issued as part (non-cash) consideration for company secretarial services to be provided by Azalea;

• (d) the Shares will be issued to Azalea (or its nominee), who is not a related party of the Company;

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

• (f) no funds will be raised from the issue of the Shares to Azalea as they will be issued as part (non-cash) consideration for company secretarial services to be provided to the Company.

3. RESOLUTION 4 – RATIFICATION OF SHARES ISSUED TO MELSHARE NOMINEES PTY LTD

3.1 General

On 26 July 2019, the Company issued 5,000,000 Shares to Melshare Nominees Pty Ltd, a nominee of Patersons Securities Limited ( Patersons ) in lieu of a $30,000 lead management fee owing to Patersons in relation to the renounceable rights issue undertaken by the Company pursuant to its prospectus dated 21 February 2019.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 1.2 above.

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.

3.2 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 Resolution 4:

• (a) 5,000,000 Shares were issued;

• (b) the Shares were issued for nil cash consideration in lieu of a cash lead management fee owed by the Company to Patersons. The deemed issue price was $0.006 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 Melshare Nominees Pty Ltd, a nominee of Patersons, who is not a related party of the Company; and

7

• (e) no funds were raised from this issue as the Shares were issued in lieu of a $30,000 lead management fee owing to Patersons.

4. RESOLUTIONS 5 AND 6 – ISSUE OF SHARES TO RELATED PARTIES IN LIEU OF FEES

4.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue to Messrs Peter James and Robert Clisdell (or their nominees) ( Related Parties ) the number of Shares determined in accordance with the formula set out below ( Related Party Shares ) in lieu of fees owed to Messrs James and Clisdell as follows:

• (a) Resolution 5 : $128,333.34 owed to Mr James in respect of the 14 month period from 1 June 2018 to 31 July 2019; and

• (b) Resolution 6 : $50,416.66 owed to Mr Clisdell in respect of the 11 month period from 1 September 2018 to 31 July 2019,

on the terms and conditions set out below.

Resolutions 5 and 6 reflect the Related Parties’ desire to assist the Company to conserve as much cash as possible by agreeing to the issue of Shares in lieu of fees owing to them.

If Shareholder approval is obtained, Messrs James and Clisdell intend to enter into voluntary escrow deeds pursuant to which the Related Party Shares will be subject to a 12 month escrow period.

Resolutions 5 and 6 seek Shareholder approval for the issue of the Related Party Shares to Messrs James and Clisdell (or their nominees).

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:

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

• (c) 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 the Related Party Shares constitutes giving a financial benefit and Messrs James and Clisdell 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.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Related Party Shares to the Related Parties.

8

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 issue of Related Party Shares:

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

• (b) the maximum number of Related Party Shares (being the nature of the financial benefit being provided) to be issued to the Related Parties will be calculated by dividing the amount of cash fees owed by the average of the 20 daily volume weighted average prices ( VWAP ) of the Company’s Shares on ASX before the date of the Meeting, rounded down to the nearest whole number of Shares;

• (c) the Related Party Shares will be issued 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 Shares will be issued on one date;

• (d) the Related Party Shares will be issued for nil cash consideration in lieu of fees owed to Messrs James and Clisdell, accordingly no funds will be raised;

• (e) the Related Party Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the number of Shares to be issued as Related Party Shares is determinant upon the average of the 20 daily VWAPs of the Company’s Shares on ASX before the date of the Meeting. The following table sets out the number of Shares that would be issued to the Related Parties based on the closing price recorded on ASX on 26 July 2019:

Related Party	Share price	Number of Shares
Peter James	$0.006	21,388,890
Robert Clisdell	$0.006	8,402,777

The value of the Shares to be issued to Peter James is $128,333.34 and the value of the Shares to be issued to Mr Clisdell is $50,416.66 (being the amount of Director fees owed respectively to Messrs James and Clisdell).

(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Peter James	1,677,8561	6,000,0002
Robert Clisdell	60,0003	1,000,0004

Notes:

1 Held directly by Mr Peter James.

• 2 Held indirectly by Bond Street Custodians Limited .

9

3 Held directly by Mr Robert Clisdell.

• 4 Held indirectly by Rondy Investments Pty Ltd .

• (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 below:

Related Party	FY2018 (Actual)	FY2019 (Proposed)
Peter James	$100,000	$100,000
Robert Clisdell	$59,3841	$50,000

Notes:

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

2. (i) the issue of the Related Party Shares to the Related Parties will increase the number of Shares on issue from 405,937,593 to 449,479,260 (assuming that no other Options are exercised and no shares other than those contemplated by the Resolutions of this Notice are issued and based on the closing price of the Company’s Shares on ASX as at 26 July 2019 ($0.006)) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 6.63%, comprising 4.76% by Peter James and 1.87% by Robert Clisdell.

(j) 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	0.063 cents	23/07/2018, 01/08/2018, 06/08/2018 and 10/08/2018 - 22/08/2018
Lowest	0.006 cents	07/05/2019, 15/05/2019, 22/05/2019, 17/06/2019, 19/06/2019 - 20/06/2019, 24/06/2019 - 26/06/2019, 28/06/2019 - 01/07/2019, 15/07/2019 - 18/07/2019 and 23/07/2019 - 24/07/2019
Last	0.006 cents	26 July 2019

(k) the Board acknowledges the issue of Related Party Shares to Messrs James and Clisdell 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 Related Party Shares to Messrs James and Clisdell reasonable in the circumstances for the reason set out in paragraph (m);

(l) the primary purpose of the issue of the Related Party Shares to the Related Parties is to issue the Related Party Shares in lieu of cash fees

10

owed to Messrs Peter James and Robert Clisdell in order to preserve the Company’s cash reserves;

• (m) Mr Peter James 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 James is to be issued Related Party Shares in the Company should Resolution 5 be passed. However, in respect of Resolution 6, Mr James recommends that Shareholders vote in favour of that Resolution for the following reasons:

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

• (ii) the issue of the Related Party 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 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 issuing the Related Party Shares upon the terms proposed;

• (n) Mr Robert Clisdell 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 Clisdell is to be issued Related Party Shares in the Company should Resolution 6 be passed. However, in respect of Resolution 5, Mr Clisdell recommends that Shareholders vote in favour of that Resolution for the reasons set out in paragraph (m);

• (o) with the exception of Messrs James and Clisdell, no other Director has a personal interest in the outcome of Resolutions 5 and 6;

• (p) Mr Jay Cohen recommends that Shareholders vote in favour of Resolutions 5 and 6 for the reasons set out in paragraph (m);

• (q) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares and the current market practices when determining the number of Related Party Shares; 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 5 and 6.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Shares 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.

11

GLOSSARY

$ means Australian dollars.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

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 Ltd (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.

Extraordinary General Meeting or Meeting or EGM 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 means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Related Party Shares means Shares to be issued pursuant to Resolutions 5 and 6 with the terms and conditions set out in Section 4.

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.

12

==> picture [199 x 33] intentionally omitted <==

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

ACN 616 062 072

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 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 Extraordinary General Meeting of the Company to be held at 10:00am (AEST) on Friday, 20 September 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 Items 5 & 6: 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 Items 5 & 6, even though the Items 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 Items For Against Abstain * For Against Abstain * 1 Ratification of Prior Issue of Placement 5 Approval to Issue Shares to Shares Under Listing Rule 7.1 Peter James in Lieu of Fees 2 Ratification of Prior Issue of Placement 6 Approval to Issue Shares to Shares Under Listing Rule 7.1A Robert Clisdell in Lieu of Fees

• 3 Approval to Issue Shares to Azalea Consulting Pty Ltd

• 4 Ratification of Shares Issued to Melshare Nominees Pty Ltd

==> picture [79 x 51] intentionally omitted <==

 * 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 PRX1902C

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 (AEST) on Wednesday, 18 September 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.

APPOINTMENT OF PROXY

Proxy Forms may be lodged:

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 Reference Number (SRN) or Holder Identification Number (HIN) 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 Items are connected directly or indirectly with UUV Aquabotix Ltd 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 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 * During business hours (Monday to Friday, 9:00am–5:00pm) 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 We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is (b) return both forms together. environmentally friendly and reduces print and mail costs.y friendly and reduces print and mail costs. friendly and reduces print and mail costs.y and reduces print and mail costs. and reduces print and mail costs.print and mail costs.rint 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. Login to the Link website using the holding details as shown on the Proxy Joint Holding:* where the holding is in more than one name, either Form. Select ‘Communications’ and click the first button to receive all shareholder may sign. communications electronically and enter your email address. To use the

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 print and mail costs.y friendly and reduces print and mail costs. friendly and reduces print and mail costs.y and reduces print and mail costs. and reduces print and mail costs.print and mail costs.rint 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” 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.

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