ONE CLICK GROUP LIMITED — Proxy Solicitation & Information Statement 2020

Apr 19, 2020

UUV Aquabotix Ltd., C/- Azalea Consulting CPC SE 5, 145 Stirling Highway Nedlands WA 6009

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14 April 2020

Dear Sir/Madam,

IMPACT OF COVID-19 RESTRICTIONS ON THE COMPANY’S GENERAL MEETING

The shareholder meeting is scheduled to be held in Perth on 22 May 2020 at 10:00am (WST) ( Meeting ). However, in light of the evolving COVID-19 situation and Government restrictions on public gatherings in place at present, the Directors have made a decision that Shareholders will not be able to attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge a directed proxy form prior to the Meeting .

The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s website at www.aquabotix.com and the ASX Company’s Announcement Platform at asx.com.au (ASX:UUV).

Shareholders will be able to participate in the Meeting by:

• (a) voting their Shares prior to the Meeting by lodging the attached proxy form attached to the Notice by no later than 10:00 am on 20 May 2020;

• (b) lodging questions in advance of the Meeting by emailing the questions to Winton Willesee, Joint Company Secretary at winton@azc.com.au, by no later than 20 May 2020; and/or

• (c) attending the Meeting by video/teleconference facilities.

Further details of the video/teleconference facilities, including detailed instructions on how to access such facilities, will be made available to Shareholders who wish to attend by those means and contact the Company to advise so.

This announcement is authorised for market release by the Board of UUV Aquabotix Limited.

Sincerely,

Winton Willesee Joint Company Secretary

UUV AQUABOTIX LTD ACN 616 062 972 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : 22 May 2020 PLACE : Offices of Azalea Consulting Pty Ltd Suite 5 CPC 145 Stirling Highway NEDLANDS WA 6009

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 5:00pm (WST) on 20 May 2020.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

• “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 60,000,000 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 is a counterparty to the agreement being approved (namely Voltz Corporation Pty Ltd and Beirne Trading Pty Ltd) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

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

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

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

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

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

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ADVISORS

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

• “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 27,500,000 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 is a counterparty to the agreement being approved (namely Voltz Corporation Pty Ltd , Beirne Trading Pty Ltd and Bell Potter Nominees Ltd ) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

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

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

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

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

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

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES UNDER CAPITAL RAISING

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the issue price, will raise up to $200,000 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, this does not apply to a vote cast in favour of the Resolution by:

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

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

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

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

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

4. RESOLUTION 4 – RELATED PARTY PARTICIPATION IN CAPITAL RAISING – PETER JAMES

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 10.11 and for all other purposes, approval is given for the Company to issue up to 60,000,000 Shares to Mr Peter James (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Peter James (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

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

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

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

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

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

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5. RESOLUTION 5 – RELATED PARTY PARTICIPATION IN CAPITAL RAISING – ROBERT CLISDELL

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 10.11 and for all other purposes, approval is given for the Company to issue up to 60,000,000 Shares to Mr Robert Clisdell (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Robert Clisdell (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

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

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

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

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

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

Dated: 14 April 2020

By order of the Board

Winton Willesee 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 Joint Company Secretaries 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 which are the subject of the business of the Meeting.

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

1.1 General

On 26 March 2020, the Company issued 60,000,000 Shares at an issue price of $0.001 per Share to raise $60,000 ( Placement Shares ). The Company also issued 27,500,000 Shares in satisfaction of $27,500 of expenses associated with the issue of the Placement Shares.

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

The issue of the Placement Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held on 31 May 2019.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

1.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue with Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 1 is not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without

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Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

1.3 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Placement Shares were issued to Beirne Trading Pty Ltd and Voltz Corporation Pty Ltd , who are each professional and sophisticated investors and are not related parties of the Company;

• (b) 60,000,000 Placement Shares were issued and the Placement 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;

• (c) the Placement Shares were issued on 26 March 2020;

• (d) the issue price was $0.001 per Placement Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares;

• (e) the purpose of the issue of the Placement Shares was to raise $60,000, which was applied towards general working capital;

• (f) the Placement Shares were not issued under an agreement; and

• (g) a voting exclusion statement is included in Resolution 1 of the Notice.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ADVISORS

2.1 General

As set out in Section 1.1 above, the Company issued 27,500,000 Shares in satisfaction of $27,500 of expenses associated with the issue of the Placement Shares at a deemed issue price of $0.001 ( Fee Shares ).

A summary of Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

Resolution 2 seeks Shareholder ratification of the issue of the Fee Shares under ASX Listing Rule 7.4 to the Advisors.

2.2

Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Fee Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue with Shareholder approval over the 12 month period following the date of issue of the Fee Shares.

If Resolution 2 is not passed, the Fee Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Fee Shares.

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2.3 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 2:

• (a) the Fee Shares were issued to Beirne Trading Pty Ltd, Voltz Corporation Pty Ltd and Bell Potter Nominees Ltd , who are not related parties of the Company;

• (b) 27,500,000 Fee Shares were issued comprising:

• (i) 4,600,000 Fee Shares to Beirne Trading Pty Ltd;

• (ii) 18,300,000 Fee Shares to Voltz Corporation Pty Ltd ; and

• (iii) 4,600,000 Fee Shares to Bell Potter Nominees Ltd ;

• (c) the Fee Shares issued are 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 Fee Shares were issued on 26 March 2020;

• (e) the deemed issue price per Fee Share was $0.001;

• (f) the Fee Shares were issued for nil cash consideration, in consideration for satisfaction of $27,500 of expenses associated with the issue of the Placement Shares;

• (g) the Fee Shares were not issued under an agreement; and

• (h) a voting exclusion statement is included in Resolution 2 of the Notice.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES UNDER CAPITAL RAISING

3.1 General

The Company is proposing to issue up to that number of Shares, when multiplied by the issue price, will raise up to $200,000 ( Capital Raising Shares ) ( Capital Raising ).

Directors, Peter James and Robert Clisdell wish to participate in the Capital Raising, up to an amount of $30,000 each, on the same terms as unrelated participants in the Capital Raising, subject to Shareholder approval which is being sought under Resolutions 4 and 5.

As summarised in Section 1.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period, subject to a number of exceptions. The proposed issue of the Capital Raising Shares does not fall within any of these exceptions and may exceed the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Capital Raising Shares.

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3.2 Technical information required by Listing Rule 14.1A

The issue of the Capital Raising Shares does not fall within any of the exceptions to Listing Rule 7.1 and whilst the number of Capital Raising Shares may not exceed the 15% limit in Listing Rule 7.1, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of the Capital Raising Shares under Listing Rule 7.1 so that it does not use up any of the 15% limit on the issue of equity securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Capital Raising Shares. In addition, the issue of the Capital Raising Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company may not be able to proceed with the issue of the Capital Raising Shares.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Capital Raising Shares.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Capital Raising Shares will be issued to professional and sophisticated investors who will be identified by the Directors and may include clients of brokers who the Company will seek expressions of interest from to participate in the Capital Raising. None of the recipients will be related parties of the Company (other than Directors, Peter James and Robert Clisdell, for which approval is being sought under Resolutions 4 and 5);

• (b) the maximum number of Capital Raising Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $200,000. The Capital Raising 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;

• (c) the Capital Raising 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 Listing Rules) and it is intended that issue of the Capital Raising Shares will occur progressively;

• (d) the issue price of the Capital Raising Shares will be no less than the greater of a 50% discount to the volume weighted average price of the Shares on ASX over the 5 days prior to the date of the Meeting and $0.0005 per Share. The Company will not receive any other consideration for the issue of the Capital Raising Shares;

• (e) the purpose of the issue of the Capital Raising Shares is to raise $200,000. The Company intends to apply the funds raised from the issue towards general working capital;

• (f) the Capital Raising Shares are not being issued under an agreement;

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(g) the Capital Raising Shares are not being issued under, or to fund, a reverse takeover; and

(h) a voting exclusion statement is included in Resolution 3 of the Notice.

4. RESOLUTIONS 4 AND 5 – RELATED PARTY PARTICIPATION IN CAPITAL RAISING

4.1 General

As set out in Section 3.1 above, Directors, Peter James and Robert Clisdell ( Related Parties ) wish to participate up to $30,000 each in the Capital Raising on the same terms as unrelated participants in the Capital Raising ( Participation ) subject to Shareholder approval. Priority will be given to unrelated participants in the Capital Raising over the Related Parties.

Resolutions 4 and 5 seek Shareholder approval for the issue of up to a maximum of 120,000,000 Shares ( Related Party Shares ) to Directors, Messrs James and Clisdell, as a result of the Participation on the terms set out below.

4.2 Chapter 2E of the Corporations Act

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 Participation will result in the issue of the Related Party Shares which constitutes giving a financial benefit and Mr James and Clisdell are related parties of the Company by virtue of being Directors.

The Directors (other than with regards to the Resolution pursuant to which they may be issued the Related Party Shares) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Related Party Shares will be issued to the Directors (or their nominees) on the same terms as the Shares issued to participants in the Capital Raising who are not related parties of the Company and as such the giving of the financial benefit is on arm’s length terms.

4.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained, unless one of the exceptions in ASX Listing Rule 10.12 applies, where an entity issues, or agrees to issue, securities to:

• (a) 10.11.1 - a related party;

• (b) 10.11.2 - a person who is, or was at any time in the 6 months before the issue, a substantial (30%) holder in the Company;

• (c) 10.11.3 - a person who is, or was at any time in the 6 months before the issue, a substantial (10%) holder in the Company and who has nominated

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a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) 10.11.4 - an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or

• (e) 10.11.5 - a person whose relationship with the Company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue should be approved by its shareholders.

The Participation falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 10.11.

Resolutions 4 and 5 seek the required Shareholder approval for the Participation under and for the purposes of ASX Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 and 5 are passed, the Related Parties will be able to participate in the Capital Raising and Company will be able to proceed with the issue of the Related Party Shares.

If Resolutions 4 and 5 are not passed, the Related Parties will not be able to participate in the Capital Raising and the Company will not be able to proceed with the issue of the Related Party Shares and the Company may not be able to raise the full amount under the Capital Raising.

4.5 Technical Information required by ASX Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5:

• (a) the Related Party Shares will be issued to the following persons:

• (i) Resolution 4: Mr Peter James (or his nominee); and

• (ii) Resolution 5: Mr Robert Clisdell (or his nominee),

both of whom are related parties of the Company under ASX Listing Rule 10.11.1 by virtue of being Directors;

• (b) the maximum number of Related Party Shares to be issued to the Related Parties is:

• (i) Resolution 4: 60,000,000 Shares to Mr Peter James (or his nominee); and

• (ii) Resolution 5: 60,000,000 Shares to Mr Robert Clisdell (or his nominee),

each based on the floor price of the Capital Raising Shares of $0.0005;

• (c) the Related Party 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;

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• (d) the Related Party Shares will be issued no later than 1 month 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 anticipated the Related Party Shares will be issued progressively;

• (e) the issue price of the Related Party Shares will be no less than the greater of a 50% discount to the volume weighted average price of the Shares on ASX over the 5 days prior to the date of the Meeting and $0.0005 per Share. The Company will not receive any other consideration for the issue of the Related Party Shares;

• (f) the purpose of, and the proposed use of funds raised by, the issue of the Related Party Shares is set out in Section 3.3(e) above;

• (g) the Related Party Shares to be issued under the Participation are not intended to remunerate or incentivise the Related Parties;

• (h) the Related Party Shares will not be issued under an agreement; and

• (i) a voting exclusion statement is included in Resolutions 4 and 5 of the Notice.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Related Party Shares to the Related Parties (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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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.

Capital Raising has the meaning given to it in Section 3.1.

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.

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.

Participation has the meaning given to it in Section 4.1.

Proxy Form means the proxy form accompanying the Notice.

Related Parties has the meaning given to it in Section 4.1.

Related Party Shares has the meaning given to it in Section 4.1.

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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ACN 616 062 072

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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 General Meeting of the Company to be held at 10.00am (WST) on Friday, 22 May 2020 at Offices of Azalea Consulting Pty Ltd, Suite 5 CPC, 145 Stirling Highway, NEDLANDS WA 6009 (the Meeting ) and at any postponement or adjournment of the Meeting. 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 5 Related Party Participation in Shares Capital Raising – Robert Clisdell 2 Ratification of Prior Issue of Shares to Advisors 3 Approval to Issue Shares under Capital Raising 4 Related Party Participation in Capital Raising – Peter James  * 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) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) 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 PRX2002A

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 (WST) on Wednesday, 20 May 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

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

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

ONLINE

www.linkmarketservices.com.au

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

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.

BY MOBILE DEVICE

QR Code

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 into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au boxes opposite each item of business. All your shares will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. 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. BY MAIL  APPOINTMENT OF A SECOND PROXY UUV Aquabotix Ltd You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your  BY HAND votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. Rhodes NSW 2138 SIGNING INSTRUCTIONS 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. 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.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

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

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 GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.