On July 25, 2012, the Company conducted an Annual Meeting of its Shareholders at its corporate offices at 7675 Dagget Street, Suite 150, San Diego, California, 92111. At the Annual Meeting of the Shareholders, the shareholders were asked to consider and vote upon the following proposals:

1. The election of four members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The following persons were nominated to be directors of the Company: Robert Noble, Chairman, Jay S. Potter, John Evey and Desmond Wheatley.

2. Ratification of the 2011 Stock Incentive Plan for the Directors, Officers, Employees and Key Consultants of Envision Solar International, Inc.

3. Ratification of the appointment of Salberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

A quorum of shareholders was present at the meeting in person or by proxy. Based on the completed count of votes by the Inspector of Election for the shareholder meeting, the following shareholder vote was made for the following proposals with the following voting results:

1. PROPOSAL ONE: To elect a Board of up to four (4) directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The nominees were Robert Noble, Jay S. Potter, John Evey and Desmond Wheatley.

                                   FOR           WITHHELD       BROKER NON-VOTES
                                ----------      ---------       ----------------
         Robert Noble:          22,317,435        874,144           9,906,894
         Jay S. Potter:         21,983,518      1,208,061           9,906,894
         John Evey:             22,317,320        874,259           9,906,894
         Desmond Wheatley:      22,314,685        876,894           9,906,894

2. PROPOSAL TWO: To ratify the adoption of the 2011 Stock Incentive Plan for the Directors, Officers, Employees and Key Consultants of Envision Solar International, Inc.

             FOR               AGAINST           WITHHELD       BROKER NON-VOTES
         ----------           ---------          --------       ----------------
         21,281,593           1,615,232           294,754           9,906,894

3. PROPOSAL THREE: To ratify the appointment of Salberg & Company, P.A. as independent registered public accountants for the fiscal year ending December 31, 2012.

             FOR               AGAINST           WITHHELD       BROKER NON-VOTES
         ----------           ---------          --------       ----------------
         32,703,090             189,013           206,370             n/a