ENECO REFRESH LTD — AGM Information 2010

Oct 21, 2010

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REFRESH GROUP LIMITED

ACN 079 681 244

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date

Tuesday, 23 November 2010

Time

10.00 a.m. WST

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.

Notice of Annual General Meeting

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 Tuesday, 23 November 2010 at 10.00 a.m. WST, 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

1. 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 2010 in accordance with the Corporations Act 2001.

2. 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 2010.”

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

3. Resolution 2 – Increase in Aggregate Cap of Directors’ Fees

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

“That the maximum aggregate amount of Directors’ fees which may be provided by the Company to all Directors be increased by $100,000 to a maximum sum of $200,000 per annum with effect from the close of this meeting.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a Director of the Company and any of their associates.

Notice of Annual General Meeting

However, the Company will not disregard a vote if it is cast:

• By a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• By the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 3 - Re-election of Mr Alan Ong as a Director

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

" That Mr Alan Ong, being a Director of the Company who retires in accordance with clause 13.2 of the Company’s Constitution and who offers himself for re-election, be elected a Director of the Company ."

5. Resolution 4 – Election of Mr Mun Yew Chan as a Director

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

" That Mr Mun Yew Chan be elected as a Director of the Company ."

6. Resolution 5 – Election of Mr Chee Keong Oh as a Director

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

" That Mr Chee Keong Oh be elected as a Director of the Company ."

7. OTHER BUSINESS

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

By Order of the Board of Directors

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Mary Ang Company Secretary

Perth, 20 October 2010

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Explanatory Memorandum

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.

1. 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 2010.

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.

2. RESOLUTION 2 – INCREASE IN AGGREGATE CAP OF DIRECTORS’ FEES

Rule 13.7 of the Constitution provides that the remuneration of Directors in any year may not exceed in aggregate the amount determined by Shareholders. The Constitution also provides that this amount may be divided among the Directors in the manner and in the proportion determined by the Directors.

Listing Rule 10.17 provides that a listed company must not increase the total amount of Directors’ fees without shareholder approval.

The current maximum aggregate amount which Shareholders have approved as Directors is $100,000 per annum. This amount was set in 2005.

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Explanatory Memorandum

The aggregate fees currently paid are $91,560. Details of the payments are set out in the Remuneration Report of the 2010 Annual Report.

For the purpose of Rule 13.7 of the Constitution and Listing Rule 10.17, shareholder approval is sought to increase the maximum aggregate Directors’ fees from $100,000 per annum to $200,000 per annum.

This increase has been proposed after considering the following factors:

� The maximum aggregate Directors’ fees has not been increased since 2005. Since that time, the Company has expanded its business operations which has increased the size and complexity of the Directors’ workload;

• The number of Directors has increased from 3 to 5; and

� The increase will provide the Board flexibility to increase the number of Directors in order to gain additional expertise on the Board.

The proposal is only to increase the maximum aggregate amount which may be paid to the Directors. This does not mean that the Directors’ fees will increase to the maximum amount immediately.

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

3. RESOLUTION 3 – RE-ELECTION OF MR ALAN ONG AS DIRECTOR

Resolution 2 seeks approval for the re-election of Mr Alan Ong as a non-executive Director with effect from the end of the Meeting.

Clause 13.2 of the Constitution provides that at the Company’s annual general meeting, one-third of the directors shall retire from office. Mr. Ong retires from office in accordance with the requirement and being eligible, offers himself for re-election.

Mr Ong, MBA, B Eng (Hons), is Chairman of the Remuneration Committee and member of the Audit Committee.

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. Alan has over 20 years of industry experience.

After securing a Master of Business Administration in Banking & Finance from the same university, Alan 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, Singapore.

Mr Ong currently runs his own mortgage broking business.

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

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Explanatory Memorandum

4. RESOLUTION 4 -ELECTION OF MR MUN YEW CHAN AS DIRECTOR

Resolution 3 seeks the election of Mr Mun Yew Chan as a non-executive Director of the Company.

Mr Chan, B Arts (Hons), CA , was appointed to the Board on 13 July 2010. He is Chairman of the Audit Committee

Mr Chan has almost 30 years of financial management experience at senior management levels in fast moving consumer goods, electronics, telecommunications, oilfield service and public accounting. He began his career at Ernst & Young and went on to hold financial controller/director positions with major multinational corporations listed on NYSE and NASDAQ namely National Semiconductor, Quantum Corp, Schlumberger Inc. and Glenayre Inc.

He is also a non-executive and independent director of Jade Technologies Holdings Ltd, a company listed on the Catalist Board of Singapore Exchange Ltd. Besides being Chairman of the Audit Committee, he is also a member of the Nominating & Corporate Governance Committee and Remuneration Committee.

Mr Chan holds a Bachelor of Arts (Honours) in Economics and Accounting from the University of Newcastle, United Kingdom and is a Chartered Accountant (ICAEW).

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

5. RESOLUTION 5 -ELECTION OF MR CHEE KEONG OH AS DIRECTOR

Resolution 4 seeks the election of Mr Chee Keong Oh as an Executive Director of the Company.

Mr Oh, M Sc , was appointed to the Board on 13 July 2010. He is member of the Remuneration Committee

Mr Oh is the inventor of the patented Airqua technology. He started his career in an information technology firm and has held various positions in multinational corporations including AT&T,GIS, Citibank and Goldman Sachs. It was in Singapore government-linked AgilisCommunication Technology that he honed his blend of skills. Apart from inventing the Airqua technology, he had created other technologies such as a financial system that can provide 9-period look-forward scenarios.

He graduated from the University of Wisconsin, United States, with a Master in Computer Sciences.

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

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Explanatory Memorandum

GLOSSARY

In this Notice of Meeting and Explanatory Memorandum, the following terms have the following meanings unless the context otherwise requires:

ASX means ASX Limited, trading as the Australian Securities Exchange.

Board means Directors of the Company.

Company means Refresh Group Limited (ACN 079 681 244).

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum to the Notice.

Meeting means the annual general meeting the subject of this Notice.

Notice means this annual general meeting notice which accompanies this Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Refresh means Refresh Group Limited (ACN 079 681 244).

Resolution means a resolution referred to in this Notice.

Shareholder means a shareholder of the Company.

WST means Western Standard Time being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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Explanatory Memorandum

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. WST on Sunday, 21 November 2010 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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000001 000 RGP MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

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By Mail:

Refresh Group Limited 17 Denninup Way Malaga, Western Australia 6090 Australia

Alternatively you can fax your form to (within Australia) 08 9248 7233 (outside Australia) +61 8 9248 7233

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 10.00 a.m. (WST) on Sunday, 21 November 2010

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View the annual report:

Update your securityholding, 24 hours a day, 7 days a week: www.investorcentre.com

www.refreshgroup.com.au

Your secure access information is: SRN/HIN: I9999999999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Refresh Group Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Refresh Group Limited to be held at 17 Denninup Way, Malaga, Perth, Western Australia on Tuesday, 23 November 2010 at 10:00 a.m. (WST) and at any adjournment of that meeting.

Important for Resolution 2: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolution 2 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 2 and your votes will not be counted in computing the required majority if a poll is called on this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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Resolution	1.	Remuneration Report
Resolution	2.	Increase in Aggregate Cap of Directors' Fees
Resolution	3.	Re-election of Mr Alan Ong as a Director
Resolution	4.	Election of Mr Mun Yew Chan as a Director
Resolution	5.	Election of Mr Chee Keong Oh as a Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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