X0306 4 2012-11-07 0 0001140310 ZBB ENERGY CORP ZBB 0001403758 Payne Richard A N93 W14475 WHITTAKER WAY MENOMONEE FALLS WI 53051 1 0 0 0 Common Stock 81327 D Common Stock 93661 I See Footnote Restricted Stock Units 0 2012-11-07 4 A 0 189474 0 A Common Stock 189474 189474 D Includes (i) 75,043 shares held by an affiliate of Mr. Payne, Geizo Pty. Ltd, as trustee for RA Payne Family Trust, (ii) 17,206 shares held by Geizo Pty. Ltd as trustee for the RA Payne Super Fund and (iii) 1,412 shares held by the Emery Family Trust. Each restricted stock unit represents a contingent right to receive one share of ZBB Energy Corporation common stock. Restricted stock units that become earned and vested are payable at the earlier of (i) six months following separation from service and (ii) the date of a change in control. Represents restricted stock unit award granted pursuant to the company's director compensation policy. The restricted stock units vest as follows: 25% vest on the date of grant and the remaining units vest in three equal installments on each of March 31, 2013, June 30, 2013 and September 30, 2013, respectively. /s/ Richard A. Payne by Mark Busch, attorney-in-fact 2012-11-09