VOLT GROUP LIMITED — Capital/Financing Update 2017

Jun 7, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Volt Power Group Limited

ABN

62 009 423 189

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully Paid Ordinary Shares
	5,600,000,000
	Fully Paid Ordinary Shares

4 Do the[+] securities rank equally Yes in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.001 6 Purpose of the issue Issue of fully paid ordinary shares (If issued as consideration for pursuant to a resolution of shareholders the acquisition of assets, clearly dated 28 April 2017 and a prospectus identify those assets) dated 23 May 2017. 6a Is the entity an[+] eligible entity No that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	2 June 2017
	Number	+Class
	6,194,533,558	Fully Paid Ordinary Shares
	Number	+Class

9 Number and +class of all 175,000,000 Options expiring 23 +securities not quoted on ASX May 2020, exercise ( including the +securities in price $0.0015 each. section 2 if applicable) 175,000,000 Options expiring 23 May 2021, exercise price $0.002 each.

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

sale through a broker)?

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a)  +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 [If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36 [If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ]

• 1 - 1,000

1,001 - 5,000

• 5,001 - 10,000

10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which +quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

39	+Class of+securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the+issue date
	with an existing+class of quoted
	+securities?
	If the additional+securities do
	not rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	• the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end
	of restriction period
	(if issued upon conversion of
	another+security, clearly identify
	that other+security)

42 Number and +class of all +securities quoted on ASX ( including the +securities in clause 38)

Number +Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 8 June 2017 (Company secretary)

Print name: Brendon Morton

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

PAGE NUMBER : 1 REPORT DATE : 07/06/2017 REPORT TIME : 18.37.34

==> picture [111 x 93] intentionally omitted <==

VOLT POWER GROUP LIMITED

FIRST 20 INVESTORS REPORT

WEDNESDAY 7 JUNE 2017

Current Rank Investor Balance Security: VPR - ORDINARY FULLY PAID SHARES 1 ECM PTY LTD 2,000,000,000 2 MR MICHAEL CAMPBELL HENDER 660,000,000 3 RENEWABLE INITIATIVE PTY LTD 409,500,000 4 S & N HIGGINS SUPER PTY LTD 400,000,000 5 SIMON HIGGINS 345,000,000 6 AHB SUPER PTY LTD 300,000,000 FUND A/C> 7 HOODWINKED PTY LTD 180,000,000 8 DAWESVILLE NOMINEES PTY LTD 91,742,316 9 HIGGINS WESTERN PTY LTD 87,000,000 10 ISIDORE 14 PTY LTD 85,000,000 11 JOHN HENDER 80,000,000 SUPERANNUATION FUND> 12 DARRYL PETER OLDFIELD 70,000,000 13 BOUCHI PTY LTD 55,000,000

% Issued Capital

32.29% 10.65% 6.61% 6.46% 5.57% 4.84% 2.91% 1.48% 1.40% 1.37% 1.29% 1.13% .89%

Confidential - Link Market Services Limited

PAGE NUMBER : 2 REPORT DATE : 07/06/2017 REPORT TIME : 18.37.34

==> picture [111 x 93] intentionally omitted <==

VOLT POWER GROUP LIMITED

FIRST 20 INVESTORS REPORT

WEDNESDAY 7 JUNE 2017

Rank 14 15 16 17 18 19 20	Current Investor Balance DAVID OGG & ASSOCIATES PTY LTD 55,000,000 NO1 A/C> MR GREGORY JOHN BITTAR 52,500,000 MR BRENDON GREGORY MORTON + 50,500,000 MRS SILFIA TJAN MORTON ELECON INTERNATIONAL PTY LTD 50,000,000 MINTURN PTY LTD 50,000,000 A/C> LYNETTE RUTH OLDFIELD 40,000,000 J & TW DEKKER PTY LTD 36,361,013	% Issued Capital .89% .85% .82% .81% .81% .65% .59%
	Investors TOTAL FOR TOP 20: 5,097,603,329 20	82.29%
	Investors TOTAL IN THIS REPORT: 5,097,603,329 20 TOTAL OTHER INVESTORS: 1,096,930,229 2,201 GRAND TOTAL: 6,194,533,558 2,221 end of report	82.29% 17.71% 100.00%

Confidential - Link Market Services Limited

PAGE NUMBER : 1 REPORT DATE : 07/06/2017 REPORT TIME : 17.42.22

==> picture [111 x 93] intentionally omitted <==

VOLT POWER GROUP LIMITED

INVESTOR RANGES WEDNESDAY 7 JUNE 2017

Ranges Investors Securities % Issued Capital

Security Code : VPR	ORDINARY FULLY PAID SHARES	ORDINARY FULLY PAID SHARES	ORDINARY FULLY PAID SHARES
Holding Type : Issuer
1 to 1000	133	26,930	.00
1001 to 5000	38	105,789	.00
5001 to 10000	15	119,656	.00
10001 to 100000	43	1,476,467	.02
100001 and Over	149	4,164,714,787	67.23
Total	378	4,166,443,629	67.26
Holding Type : CHESS
1 to 1000	302	88,844	.00
1001 to 5000	255	726,905	.01
5001 to 10000	177	1,458,320	.02
10001 to 100000	623	26,864,385	.43
100001 and Over	486	1,998,951,475	32.27
Total	1,843	2,028,089,929	32.74
Totals for Security Code VPR
1 to 1000	435	115,774	.00
1001 to 5000	293	832,694	.01
5001 to 10000	192	1,577,976	.03
10001 to 100000	666	28,340,852	.46
100001 and Over	635	6,163,666,262	99.50
Total	2,221	6,194,533,558	100.00

The number of security investors holding less than a marketable parcel of 100000 securities ($.005 on 17/10/2016) is 1519 and they hold 24167296 securities.

end of report

Confidential - Link Market Services Limited