GAS2GRID LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Gas2Grid Limited ('Company') will be held at the Offices of Piper Alderman, Level 23, Governor Macquarie Tower, 1 Farrer Place, Sydney 2000 on 26 November 2015 at 10:30 am.

BUSINESS

FINANCIAL REPORT AND DIRECTORS' AND AUDIT REPORTS

Note: An electronic version of the Financial Year 2015 Annual Report is available for download at the Company's website www.gas2grid.com. The Annual Report will only be mailed to those shareholders who previously elected to receive a hard copy.

To receive and consider the financial report, including the Directors' declaration, for the year ended 30 June 2015 and the related Directors' report and audit report.

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following ordinary resolutions:

1. Remuneration report

   'That the Remuneration Report for the year ended 30 June 2015 be adopted.'

   (Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report can be found on pages 12 to 17 of the 2015 Annual Report.)

2. Election of Director - Mr Patrick W V M Sam Yue

   'That Mr Patrick W V M Sam Yue who retires according to the Constitution of the Company and who, being eligible, offers himself for election, be elected a Director of the Company.'

3. Issue of shares to Director Mr Patrick W V M Sam Yue under Employee Incentive Plan

   'That approval be given for the purposes of Listing Rule 10.14 of ASX Limited and for all other purposes, the issue of 12,000,000 fully paid ordinary shares in Gas2Grid Limited at an issue price of

   $0.008 per share and the provision of a loan of $96,000.00 to acquire the shares to Mr Patrick W V M Sam Yue under the Gas2Grid Limited Employee Incentive Plan on the terms summarized in the Explanatory Statement.'

4. Issue of shares to Director Mr David A Munns as payment of outstanding fees

   
   

   'That approval be given for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes for the Company to issue 11,666,666 fully paid ordinary shares in Gas2Grid Limited to Mr David A Munns or his nominee at a deemed issue price of $0.003 per share as payment for outstanding Director's fees of $35,000.00.'

   
   

   Gas2Grid Limited	Level 11, 10 Bridge Street	PO Box R1911	T +61 2 8298 3688
   ABN 46 112 138 780	Sydney NSW 2000	Royal Exchange NSW 1225	F +61 2 8298 3699
   www.gas2grid.com	Australia	Australia	[email protected]

   
   

5. Issue of shares to Director Mr Dennis J Morton as payment of outstanding fees

   
   

   'That approval be given for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes for the Company to issue 48,333,333 fully paid ordinary shares in Gas2Grid Limited to Mr Dennis J Morton or his nominee at a deemed issue price of $0.003 per share as payment for outstanding management and Director's fees of $145,000.00.'

6. Issue of shares to Director Mr Patrick Sam Yue as payment of outstanding fees

   
   

   'That approval be given for the purposes of Listing Rule 10.11 of ASX Limited and for all other purposes for the Company to issue 40,333,333 fully paid ordinary shares in Gas2Grid Limited to Mr Patrick W V M Sam Yue or his nominee at a deemed issue price of $0.015 per share as payment for outstanding management and Director's fees of $121,000.00.'

7. Approval for issue of up to 200,000,000 new shares

   'That approval is given in accordance with Listing Rule 7.1 of ASX Limited for the issue and allotment of up to 200,000,000 fully paid ordinary shares as detailed in the Explanatory Statement.'

   
   

   VOTING EXCLUSIONS

   
   

   Resolution 1

   
   

   The Company will disregard any votes cast on Resolution 1 by or on behalf of either:

   
   

   • a member of the key management personnel (KMP) as disclosed in the Remuneration Report ; or

   • a closely related party of such a member.

     
     

     Resolution 3

     
     

     In accordance with Listing Rule 10.15.5 of ASX Limited ('ASX'), the Company will disregard any votes cast on Resolution 3 by:

   • a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

   • an associate of such person.

     
     

     Resolution 4

     
     

     In accordance with Listing Rule 10.13.6 of ASX, the Company will disregard any votes cast on Resolution 4 by:

   • Mr David A Munns; and

   • any associate of Mr David A Munns.

     
     

     Resolution 5

     
     

     In accordance with Listing Rule 10.13.6 of ASX, the Company will disregard any votes cast on Resolution 5 by:

   • Mr Dennis J Morton; and

   • any associate of Mr Dennis J Morton.

     
     

     Resolution 6

     
     

     In accordance with Listing Rule 10.13.6 of ASX, the Company will disregard any votes cast on Resolution 6 by:

   • Mr Patrick W V M Sam Yue; and

   • any associate of Mr Patrick W V M Sam Yue.

     
     

     Resolution 7

     
     

     In accordance with Listing Rule 7.3.8 of ASX, the Company will disregard any votes cast on Resolution 7 by:

   • a person who may participate in the proposed issue of securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

   • an associate of that person.

     
     

     However, with respect to all resolutions the Company need not disregard a vote if:

     
     

   • it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

HOW TO VOTE

If you wish to vote on the resolutions contained in this notice, you should either attend the meeting in person, or appoint a proxy or proxies to attend on your behalf. In relation to the appointment of proxies, refer to the notes on proxies on the Proxy Form. A body corporate may appoint a representative to attend in accordance with the Corporations Act 2001. An executed notice evidencing the appointment of the person attending is required when registering at the Annual General Meeting.

To be valid, forms of proxy (enclosed) for use at the meeting must be completed and returned to the Company no later than 10:30 am NSW Standard Time on 24 November 2015.

ENTITLEMENT TO VOTE

For the purpose of the meeting, and in accordance with regulation 7.11.37 of the Corporations Regulations 2001, it has been determined that shares in the Company will be taken to be held by the persons who are registered holders as at 11:00 pm (NSW Standard Time) on 24 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Dated this 26th day of October 2015

By Order of the Board of Directors of Gas2Grid Limited

Patrick Sam Yue Company Secretary

EXPLANATORY STATEMENT

This Explanatory Statement provides information to shareholders for the Annual General Meeting of shareholders of Gas2Grid Limited to be held on 26 November 2015 at 10:30 am at the Offices of Piper Alderman, Level 23, Governor Macquarie Tower, 1 Farrer Place, Sydney 2000 and it should be read in conjunction with the accompanying Notice of Annual General Meeting.

Resolution 3 - Approval for issue of Shares to Director Mr Patrick W V M Sam Yue under the Gas2Grid Limited Employee Incentive Plan

The Company has in place a share and option incentive scheme known as the Gas2Grid Limited Employee Incentive Plan ('EIP') which was approved by shareholders at the Annual General Meeting held on 22 November 2013. The EIP gives the Directors, officers, employees and contractors ('Eligible Persons') the opportunity to participate in the equity of the Company. The Company proposes to issue new fully paid ordinary shares in Gas2Grid Limited ('Shares') to Director Mr Patrick W V M Sam Yue under the EIP, subject to approval of shareholders at the Annual General Meeting.

Information to shareholders in accordance with Listing Rule 10.15 is as follows:

1. Subject to approval of shareholders, the Shares under the EIP will be issued to Mr Patrick W V M Sam Yue who is a Director of the Company.

2. The maximum total number of securities to be issued to Mr Patrick W V M Sam Yue is 12,000,000 Shares as recommended by the Board.

3. The Shares will be issued at $0.008 per Share. The issue price per Share is at a premium of approximately 266.7% to the volume weighted average market price of a Share of $0.003 over the last 15 trading days on which sales were recorded to 22 October 2015, the business day before the proposal was made for the grant of Shares under the EIP.

4. Directors or an associate of a Director or a person who in ASX's opinion must not receive securities under an employee incentive scheme without the approval of shareholders and those who have previously received securities under the EIP or any employee incentive scheme of the Company are as follows: Mr David A Munns - 5,000,000 Shares at $0.05 per Share, 1,000,000 Shares at $0.08 per Share and 6,500,000 Shares at $0.03 per Share; Mr Dennis J Morton - 5,000,000 Shares at $0.08 per Share; Mr Patrick W V M Sam Yue - 5,000,000 Shares at $0.05 per Share, 3,500,000 Shares at $0.08 per Share, 3,500,000 at $0.10 per Share, 6,500,000 Shares at $0.03 per Share and 9,000,000 Shares at $0.02 per Share; and Mr Darren W Reeder - 500,000 Shares at $0.08 per Share.

5. The name of the person referred to in Listing Rule 10.14 entitled to participate in the EIP is Mr Patrick W V M Sam Yue.

6. Subject to approval of shareholders, a non-recourse interest free loan of $96,000.00 for a term of 5 years will be provided to Mr Patrick W V M Sam Yue. The Company will hold a lien over the Shares until the loan is repaid. If the loan is not repaid at the expiry of the term of the loan or if a disqualifying event occurs, the Company may sell the Shares and after costs apply the sale proceeds to repay the outstanding amount of the loan. If there is a shortfall between the loan amount still owing and the sale price, Mr Sam Yue will not be required to make good the shortfall. If there is a surplus after the sale of the Shares, Mr Sam Yue is only entitled to the surplus if the qualifying period (see paragraph below) of the offer of the