UQM UQM Technologies Inc

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1.

To approve the sale of 66.5 million newly issued shares of UQM common stock to American Compass, Inc., a wholly-owned subsidiary of Hybrid Kinetic Group Limited ("Hybrid Kinetic"), which sale would constitute a "change of control" of the Company under the rules of the NYSE MKT as Hybrid Kinetic would indirectly own a majority of the Company's common stock.

2.

To approve the amendment and restatement of the Company's articles of incorporation to, among other changes, increase the number of authorized shares of common stock by 100,000,000 to 175,000,000.

3.

To approve a further amendment of the Company's articles of incorporation to decrease the shareholder vote needed to approve future amendments to the articles of incorporation and certain corporate transactions from two-thirds of the outstanding shares to a majority of the outstanding shares.

4.

To elect a Board of five directors to serve for the ensuing year and thereafter until their successors are duly elected and qualified.

5.

To approve on an advisory basis the compensation for our named executive officers.

6.

To approve the amendment of our 2012 equity incentive plan.

7.

To approve the amendment of our stock bonus plan.

8.

To consider and vote upon a proposal to ratify the appointment of Hein & Associates LLP to act as our independent auditors for the fiscal year ending December 31, 2016.

9.

To transact such other business as may properly come before the meeting.

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