ENECO REFRESH LTD — AGM Information 2008

Oct 28, 2008

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REFRESH GROUP LIMITED

ACN 079 681 244

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

Date Thursday, 27 November 2008

Time 10.00 a.m. WDST

Place 17 Denninup Way, Malaga Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

REFRESH GROUP LIMITED ACN 079 681 244

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the Annual General Meeting of Refresh Group Limited (" Company " or " Refresh ") to be held at 17 Denninup Way, Malaga, Western Australia, on Thursday, 27 November 2008 at 10.00 a.m. WDST, for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolutions accompanies this Notice of Annual General Meeting.

AGENDA

ORDINARY BUSINESS

Annual Accounts

To receive and consider the Financial Report, the Directors Report and the Independent Auditors Report of the Company for the year ended 30 June 2008 in accordance with the Corporations Act 2001.

Resolution 1 – Remuneration Report

To consider, and if thought fit, to pass, with or without amendment, the following non binding resolution as an ordinary resolution :

"That shareholders adopt the Remuneration Report for the financial year ended 30 June 2008."

Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.

Resolution 2 – Election of Director

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That Mr Alan Ong be elected as a Director of the Company."

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

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For the purposes of Resolutions 1 and 2, the following definitions apply:

" Company " means Refresh Group Limited ACN 079 681 244;

" Constitution " means the Company's constitution, as amended from time to time;

" Corporations Act " means Corporations Act 2001 (Cth);

" Directors " means the Directors of the Company and

“ WDST ” means Western Daylight Saving Time being the time in Perth, Western Australia.

By Order of the Board of Directors

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Grant Johnson Company Secretary

28 October 2008

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REFRESH GROUP LIMITED

ACN 079 681 244

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Refresh.

The Directors recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

RESOLUTION 1 – REMUNERATION REPORT

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

• (a) discusses the Company's policy and the process for determining the remuneration of its executive officers; and

• (b) sets out remuneration details for each Director of the Company named in the Remuneration Report for the financial year ended 30 June 2008.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this resolution is advisory only and does not bind the Board or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Directors recommend that shareholders vote in favour of this resolution.

RESOLUTION 2 – ELECTION OF DIRECTOR

Resolution 2 seeks the election of Mr Alan Ong as an independent, non-executive Director of the Company with effect from the end of the Meeting.

Mr Ong, MBA B Eng (Hons), is currently managing his own investment banking business.

Mr Ong graduated from the Nanyang Technological University, Singapore, with an honours degree in engineering. He started his career as a Quality Assurance Engineer and progressed to Principal Engineer with a large Singapore government-linked company. He was subsequently involved in business development work with the Singapore Technologies group dealing with water treatment systems. Mr Ong has over 20 years of industry experience.

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After securing a Master of Business Administration in Banking & Finance from the same university, Mr Ong moved into a career in banking and spent a total of 11 years in the consumer banking sector. His last appointment was as Group Sales Head, First Vice President with the United Overseas Banking group.

The Directors recommend that shareholders vote in favour of this resolution.

GLOSSARY

In this Explanatory Memorandum, the following terms have the following meanings unless the context otherwise requires:

Board means the board of Directors of the Company. Company or Refresh means Refresh Group Limited (ACN 079 681 244). Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Meeting means the annual general meeting the subject of the Notice. Notice means the notice of annual general meeting which accompanies this Explanatory Memorandum. Resolution means a resolution proposed pursuant to the Notice. Share means a fully paid ordinary share in the capital of the Company.

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PROXIES

• Votes at the general meeting may be given personally or by proxy, attorney or representative.

• A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights.

• A proxy may but need not be a shareholder of the Company.

• The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer of his attorney duly authorised.

• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the Registered Office of the Company at least 48 hours prior to the meeting. For the convenience of shareholders a Proxy Form is enclosed.

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary shares at 10.00 a.m. WDST on 25 November 2008 will be entitled to attend and vote at the Annual General Meeting.

Corporate Representatives

A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

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