Advanced Braking Technology : Notice of Annual General Meeting/Proxy Form

This document is important and requires your immediate attention.‌ Advanced Braking Technology Ltd ACN 099 107 623 Notice of Annual General Meeting and Explanatory Statement

For the purpose of providing information to Shareholders regarding the Annual General Meeting of Advanced Braking Technology Ltd to be held at 11.00 am (AEDT) on Friday 25 November 2016, at:

The Wine House - Function Room 133 Queensbridge Street, Southbank, Victoria 3006 Contents

1. Notice of Annual General Meeting

2. Explanatory Statement

3. Proxy form

Important note

This booklet sets out information to assist Shareholders to assess the resolutions to be considered at the Annual General Meeting.

You should read this information carefully and in its entirety before making a decision as to how to vote at the Meeting. No responsibility is taken for the contents of this booklet by ASIC, ASX or any of their officers.

If you do not fully understand the contents of this information you should consult your financial or legal adviser for assistance.

A Notice of Annual General Meeting and proxy form are included in/with this booklet. Shareholders are urged to complete the online proxy at www.investorvote.com.au or return the enclosed proxy form as soon as possible, irrespective of whether or not they intend to attend the Meeting.

Questions

If you have any queries regarding the contents of this booklet or in relation to the Annual General Meeting, please contact the Company Secretary, Mr Neville Walker, on [phone] or [phone].

Time and Place of Meeting and How to Vote Venue

The Annual General Meeting of the Shareholders of Advanced Braking Technology Ltd (Company) will be held in the Function Room at;

The Wine House 133 Queensbridge Street, Southbank, Victoria 3006

Commencing at

11.00 am (AEDT) on Friday 25 November 2016

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

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

Voting by Proxy

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am (AEDT) on Wednesday 23 November 2016. Any proxy form received after that time will not be valid for the scheduled meeting.

Online At www.investorvote.com.au

By mail Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia

By fax [phone] (within Australia)

[phone] (outside Australia)

By mobile Scan the QR Code on your proxy form and follow the prompts

Custodian For Intermediary Online subscribers only (custodians) please visit

voting www.intermediaryonline.com to submit your voting intentions

Advanced Braking Technology Ltd ACN 099 107 623 Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Advanced Braking Technology Ltd for 2016 will be held at 11.00 am (AEDT) on Friday 25 November 2016.

Agenda

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes the matters to be considered as ordinary business and special business.

Ordinary Business

Financial Statements and Reports

To receive and consider the annual financial report and the reports of the Directors and of the Auditor for the financial year ended 30 June 2016.

This item of business is intended to provide an opportunity for Shareholders to raise questions on the reports themselves and on the performance of the Company generally.

Resolution 1 - Adoption of Remuneration Report

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

"That, for the purposes of Section 250R (2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the year ended 30 June 2016."

Please note that pursuant to Section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors nor the Company.

Voting Exclusion:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel details of whose remuneration is included in the Remuneration Report; and/ or

2. a Closely Related Party of such a member of the Key Management Personnel.

However, the above persons may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution (directed proxy); or

2. the voter is the Chairperson and the appointment of the Chairperson as proxy:

3. does not specify the way the proxy is to vote on the resolution; and

4. expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5. Resolution 2 - Re-Election of Director - Mr David Slack

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

   "That, for the purpose of ASX Listing Rule 14.4 and article 13.2 of the Constitution and for all other purposes, Mr. David Slack, a Director retiring by rotation in accordance with article 13.2 of the Constitution, being eligible and having signified his candidature for the office, is hereby re-elected as a Director."

   Resolution 3 - 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 Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 271,815,065 Shares to sophisticated and/or professional investors on 4 August 2016 under Listing Rule 7.1 at the issue price of A$0.0067 per Share for the purpose and on the terms and conditions set out in the Explanatory Statement which accompanies the Notice convening this Meeting".

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if:

6. 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

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

Resolution 4 - 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 Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 114,134,943 shares to sophisticated and/or professional investors on 4 August 2016 under Listing Rule 7.1A at the effective issue price of A$0.0077 per Share for the purpose and on the terms and conditions set out in the Explanatory Statement which accompanies the Notice convening this Meeting".

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if:

1. 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

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

Resolution 5 - Approval of the Performance Rights Plan

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

"That, for the purposes of Listing Rule 7.2, Exception 9(b) and for all other purposes, the Shareholders approve the terms of, and authorise the grant of Performance Rights and issues of Shares pursuant to the terms of the Performance Rights Plan".

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Directors (except those who are ineligible to participate in any employee incentive scheme in relation to the Company) and any of their respective associates. Further, a vote must not be cast on Resolution 5 by a member of the Key Management Personnel or a Closely Related Party of such a member of the Key Management Personnel. However, the Company need not disregard a vote if:

1. 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

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

Resolution 6 - Participation in the Performance Rights Plan by Mr Graeme Sumner

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

"That, subject to the Shareholders approving Resolution 5, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Shareholders approve: