ENECO REFRESH LTD — AGM Information 2011

Oct 27, 2011

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REFRESH GROUP LIMITED

ACN 079 681 244

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date

Tuesday, 29 November 2011

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 (AGM) of Refresh Group Limited (Company or Refresh) to be held at 17 Denninup Way, Malaga, Western Australia, on Tuesday, 29 November 2011 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

Financial Statements and Reports

To receive and consider the annual financial report, Directors’ report and Auditor’s report for the year ended 30 June 2011.

2. Resolution 1 - Remuneration Report

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

“That Shareholders adopt the Remuneration Report for the year ended 30 June 2011.”

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

3. Resolution 2 – Re-Election of Director

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

" That Mr Edmund Teo, a Director of the Company who retires by rotation in accordance with the Company’s Constitution, being eligible and offers himself for reelection, be elected a Director of the Company ."

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Notice of Annual General Meeting

4. 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

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Jamie Khoo Company Secretary

Perth, 26 October 2011

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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. FINANCIAL STATEMENTS AND REPORTS

The Corporations Act requires that annual financial report, Directors’ report and Auditor’s report be presented at the Annual General Meeting.

Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders at the AGM to adopt such reports. However, Shareholders will be asked to receive and consider the reports and will be given the opportunity to raise questions in respect to these reports at the Meeting.

2. RESOLUTION 1 – REMUNERATION REPORT

Pursuant to Section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to the vote. The vote on this resolution is advisory only and does not bind the Directors or the Company. The Board will however take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The Remuneration Report is set out on pages 6 to 9 of the Company’s Annual Report 2011:

• Explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and the key management personnel (KMP) of the Company;

• Discusses the link between the Board’s remuneration policies and the Company’s performance;

• Sets out remuneration details for each Director and the KMP of the Company.

A reasonable opportunity will be provided to Shareholders to ask questions about or make comments on the Remuneration Report at the AGM.

Under recent changes to the Corporations Act, if at least 25% of the votes cast on the resolution at the AGM is against adoption of the Report, then:

• If comments are made on the report at the AGM, the Company’s Remuneration Report for the financial year ending 30 June 2012 will be required to include an explanation of the Board’s proposed action in response or if no action is proposed, the Board’s reason for this, and

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Explanatory Memorandum

• If at the Company’s 2012 AGM at least 25% of the votes cast on the resolution for the adoption of the Remuneration Report for the relevant financial year are against its adoption, the Company will be required to put to Shareholders a resolution proposing that a General Meeting (Spill Meeting) be called to consider the election of directors of the Company (Spill Resolution). The Spill Meeting must be held within 90 days of the date of the 2012 AGM. For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors, other than the Managing Director, will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

Noting each Director has a personal interest in their remuneration from the Company as described in the Remuneration Report, the Board recommends that Shareholders vote in favour of this resolution.

Voting Prohibition Statement

In accordance with Section 250R(4) of the Corporations Act, the Company will disregard any vote on this resolution which is cast in any capacity by or on behalf of either of the following persons:

• a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report;

• b) a closely related party of such a member.

However, the Company need not disregard a vote in respect of this resolution if:

• the person does so as a proxy appointed by writing that specifies how the proxy is to vote on this resolution; and

• the vote is not cast on behalf of a person described in a) and b) above.

A person described in a) and b) is in breach of this voting restriction if a vote on the resolution is cast by or on behalf of the person in contravention of the above. Such contravention is an offence under the Corporations Act and you may be liable for breach of voting restrictions.

Please note that persons referred to in a) and b) above, including the Chairman, cannot vote on this resolution as proxy unless the ‘For’, ‘Against’ or ‘Abstain’ boxes on Resolution 1 of the Proxy Form is marked. If you have not marked any box, you will have directed the Chairman of the Meeting to vote in favour of the resolution, even though this item is connected directly or indirectly with the remuneration of a member of the KMP.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Clause 60.2 of the Company’s Constitution provides that at the annual general meeting, one-third of the directors, other than the Managing Director, shall retire from office. Mr. Edmund Teo retires from office in accordance with the requirement and being eligible, offers himself for re-election.

Mr Teo is a founding director and shareholder of Refresh.

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Explanatory Memorandum

Mr Teo had a successful career in journalism between 1974 and 1995. During this period he was a London Correspondent for The Straits Times newspapers in Singapore; Chief Transport Correspondent for The Straits Times; and Acting Assistant to the Editor of the financial section of The Straits Times. He left the newspaper as an Executive Sub-Editor in 1993 to live in Australia. In Perth, he worked as a Sub-Editor with The West Australian newspapers from 1993 to 1995.

Mr Teo was appointed an Executive Director in August 1997 and served in the position until December 2007. He is currently a Sub-Editor at the Community Newspapers Group.

He holds Reporting Certificates with the British Institute of Careers (Australia) and the Graduate London School of Journalism.

The Directors, except Mr Teo, recommend that Shareholders vote in favour of this resolution.

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Explanatory Memorandum

GLOSSARY

In this Notice of Annual General 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 the Board of Directors of the Company.

Closely Related Party means, in relation to a member of a key management personnel, any of the following:

• a spouse, child or dependent of the member,

• a child or dependent of the member’s spouse,

• anyone else who is one of the member’s family and may be expected to influence, or be influenced by the member in the member’s dealings with the Company,

• a company controlled by the member, or

• a person prescribed by regulations (as at the date of notice, no additional persons have been prescribed by regulation).

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.

Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling activities of the Company, whether directly or indirectly. Members of key management personnel include its executive directors and certain senior executives.

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, 27 November 2011 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.

Recent Amendments

Amendments to the Corporations Act have been made which apply to proxy voting for this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chairman of the Meeting, who

• must vote the proxies as directed.

Section 250BB Proxy vote if appointment specifies way to vote

An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does:

• the proxy need not vote on a show of hands but if the proxy does so, the proxy must vote that way, and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution -- the proxy

• must not vote on a show of hands, and

• if the proxy is the chair of the meeting at which the resolution is voted on -- the proxy must vote on a poll,

• and must vote that way, and

• if the proxy is not the chair -- the proxy need not vote on the poll but if the proxy does so, the proxy must

• vote that way.

Section 250BC Transfer of non-chair proxy to chair in certain circumstances

If

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of

• the company’s members; and

• the appointed proxy is not the chair of the meeting, and

• at the meeting, a poll is duly demanded on the question that the resolution be passed, and

• either the following apply:

• if a record of attendance is made for the meeting – the proxy is not recorded as attending;

• o the proxy does not vote on the resolution;

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.

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Refresh Group Limited ABN 28 079 681 244

000001 000 RGP MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

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

 For your vote to be effective it must be received by 10:00am (WST) Sunday 27 November 2011

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

View the Annual Report: 

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

Your secure access information is:

www.refreshgroup.com.au

SRN/HIN: I9999999999

 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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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.

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Proxy Form

Please mark to indicate your directions

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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the Chairman of the Meeting

OR

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

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, 29 November 2011 at 10:00am (WST) and at any adjournment of that meeting.

Important for Resolution 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default and you do not mark any of the boxes in step 2 below on Resolution 1 you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions as set out below and in the Notice of Meeting even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel. Please note you can direct the Chairman of the Meeting to vote for, against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.



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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ORDINARY BUSINESS

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Resolution 1 Remuneration Report Resolution 2 Re-election of Director - Mr Edmund Teo

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

SIGN

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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