Summary of ZBB ENERGY CORP

Change in Directors or Principal Officers, Submission of Matters to a Vote of Sec

Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of shareholders of ZBB Energy Corporation (the "Company") held on November 7, 2012 (the "2012 Annual Meeting"), the Company's shareholders approved an amendment (the "Omnibus Plan Amendment") to the Company's 2010 Omnibus Long-Term Incentive Plan (the "Omnibus Plan") to increase the number of shares reserved for issuance thereunder by 4,500,000 shares. A description of the terms and conditions of the Omnibus Plan Amendment is set forth in the Company's Proxy Statement for the 2012 Annual Meeting as filed with the Securities and Exchange Commission on September 25, 2012 (the "2012 Proxy Statement") under the heading "Proposal 2-Approval of 2010 Omnibus Incentive Compensation Plan Amendment," which such description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix A to the 2012 Proxy Statement which is also incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 7, 2012, the Company held its 2012 Annual Meeting. The certified results of the matters voted upon at the 2012 Annual Meeting, each of which are more fully described in the 2012 Proxy Statement, are as follows:

The Company's shareholders elected the three nominees to the Company's Board of Directors to serve for three year terms as Class II directors, with the votes cast as follows:

    Director Name         For     Withheld  Broker Non-Votes
Richard A. Abdoo       35,532,723 1,732,127    29,010,310
Manfred E. Birnbaum    35,292,543 1,972,307    29,010,310

Charles W. Stankiewicz 35,885,198 1,379,652 29,010,310

The Company's shareholders approved the Omnibus Plan Amendment, with votes cast as follows:

For Against Abstain
33,156,354 3,960,176 148,320

The Company's shareholders approved the 2012 Non-Employee Director Equity Compensation Plan, with votes cast as follows:

For Against Abstain
31,756,863 5,339,177 168,810

The Company's shareholders approved a series of proposed amendments to the Articles of Incorporation to affect a reverse stock split of the Company's common stock which may be implemented in the discretion of the Board of Directors, with votes cast as follows:

For Against Abstain
61,103,407 4,566,696 605,057

The Company's shareholders ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013, with votes cast as follows:

For Against Abstain
64,158,794 1,171,241 945,125