ENECO REFRESH LTD — AGM Information 2012

Oct 25, 2012

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REFRESH GROUP LIMITED

ACN 079 681 244

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date Tuesday, 27 November 2012 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 ( Meeting or AGM ) of Refresh Group Limited ( Company or Refresh ) to be held at 17 Denninup Way, Malaga, Western Australia, on Tuesday, 27 November 2012 at 10.00 am WST, for the purpose of transacting the following business referred to in this Notice.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 25 November 2012 at 10.00am (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the Glossary.

AGENDA

1. ORDINARY BUSINESS

Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2012, which includes the Financial Report, the Directors' Report and the Auditor's Report.

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 the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the remuneration report, and a Closely Related Party of such member. However, a vote may be cast by such person if:

• (a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

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Notice of Annual General Meeting

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 in accordance with clause 60.2 of the Constitution and for all other purposes, Mr Mun Yew Chan is elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – Ratification of Prior Placement

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

"That in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of 10,000,000 Shares to Mr Richard Tan (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Richard Tan and any of his associates.

The Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

5. Resolution 4 – Authority to Issue Options to Mr Richard Tan

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

" That in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 26,500,000 Options to Mr Richard Tan (and/or his nominee) on the terms and conditions in the Explanatory Memorandum ."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Richard Tan and any of his associates.

The Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

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Notice of Annual General Meeting

6. Resolution 5 – Ratification of Issue of Director Shares

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

“ That in accordance with the ASX Letter, Shareholders approve the issue of Shares to nonexecutive Directors (or their nominees) in lieu of directors' fees on the terms and conditions in the Explanatory Memorandum ."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who participated in the issue of the Director Shares and any of their associates.

The Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

7. Resolution 6 – Approval of 10% Placement Facility

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

" That in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum. "

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

However, the Company will not disregard a vote if:

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Notice of Annual General Meeting

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

8. Resolution 7 – Section 195 Approval

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transaction as contemplated in this Notice."

9. 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

Date: 23 October 2012

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REFRESH GROUP LIMITED

ACN 079 681 244

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 17 Denninup Way, Malaga, Western Australia on Tuesday, 27 November 2012 at 10.00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

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

1. Annual Report

The Corporations Act requires that Annual Report, which includes the Financial Report, the Directors’ report and the Auditor’s report be presented at the Meeting.

Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Meeting to adopt the Annual Report. However, Shareholders will be asked to receive and consider the reports and will be given the opportunity to raise questions in respect to the Annual Report at the Meeting.

2. Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders.

The Remuneration Report:

• (a) explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and the Key Management Personnel;

• (b) discusses the link between the Board’s remuneration policies and the Company’s performance;

• (c) sets out remuneration details for each Director and the Key Management Personnel.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for reelection.

The Remuneration Report did not receive a Strike at the 2011 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2013 annual general meeting, this may result in the re-election of the Board.

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Explanatory Memorandum

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary Resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Director

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

Mr Chan is chairman of the Audit Committee and a member of the Remuneration 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 was an independent, non-executive director of Jade Technologies Holdings Ltd, a company listed on the Catalist Board of Singapore Exchange Ltd. In addition to being Chairman of the Audit Committee, he was 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, other than Mr Chan, recommend that Shareholders vote in favour of this resolution.

4. Resolution 3 – Ratification of Prior Placement

On 11 July 2012, the Company issued 10,000,000 Shares ( Placement Shares ) each at an issue price of $0.03 to the Australian Glamour Pty Ltd as trustee for RF Tan Family Trust, a company associated with Mr Richard Tan. The Shares were issued pursuant to a share allotment agreement between the Company and Mr Richard Tan dated 20 June 2012 ( Share Allotment Agreement ). Mr Richard Tan is currently engaged as an advisor of the Company to assist Company's management in its business processes and strategic planning.

Refer to the Company's ASX announcements of 21 June 2012, 12 July 2012 and 19 July 2012 for further details in relation to the issue of the Placement Shares to Mr Richard Tan.

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Placement Shares were issued within the Company's 15% placement capacity, without the need for Shareholder approval.

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Explanatory Memorandum

Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

The effect of passing Resolution 3 will be to allow the Company to issue securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1, without obtaining prior Shareholder approval.

Resolution 3 is an ordinary resolution. The Directors recommend that Shareholders approve Resolution 3.

The Chairman intends to exercise all available proxies in favour of Resolution 3.

Specific information required by Listing Rule 7.4

Listing Rule 7.4 requires information to be provided to Shareholder for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.3 as follows:

• (a) 10,000,000 Shares were issued on 11 July 2012.

• (b) The Placement Shares were issued each at $0.03, raising a total of approximately $300,000 (before costs).

• (c) The Placement Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

• (d) The Placement Shares were issued to Australian Glamour Pty Ltd as trustee for RF Tan Family Trust, a company associated with Mr Richard Tan.

• (e) The funds raised from the issue of the Placement Shares were used to supplement the general working capital of the Company.

• (f) A voting exclusion statement is included in the Notice.

5. Resolution 4 – Authority to Issue Options to Mr Richard Tan

Pursuant to the Share Allotment Agreement, the Company agreed to seek Shareholder approval for the issue of 26,500,000 Options ( Tan Options ) to Mr. Richard Tan (or his nominee) in four tranches as follows:

Class of Tan Options	Number of Tan Options	Exercise Price	Expiry Date	Exercise Period
Class A	10,000,000	$0.03	20 June 2013	At any time prior to the Expiry Date
Class B	7,500,000	$0.04	20 December 2013	At any time during the 6 months prior to the Expiry Date
Class C	4,000,000	$0.05	20 June 2014	At any time during the 6 months prior to the Expiry Date
Class D	5,000,000	$0.06	20 June 2015	At any time during the 12 months prior to the Expiry Date

For further details of the Share Allotment Agreement refer to the Company's ASX announcement of 21 June 2012.

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Explanatory Memorandum

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 4 will be to allow the Directors to issue the Placement Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Resolution 4 is an ordinary resolution. The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1 as follows:

• (a) The maximum number of Options to be issued is 26,500,000.

• (b) The Tan Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (c) The Tan Options will be issued at nil issue price.

• (d) The Tan Options will be issued to Mr Richard Tan (and/or his nominee).

• (e) The Tan Options will be issued in 4 different classes as set out in the table above. Upon exercise of the Tan Options, the Shares issued will rank pari passu with the Company’s existing Shares on issue. Further terms and conditions of the Tan Options are in Schedule 1.

• (f) No funds are being raised from the issue of the Tan Options.

• (g) A voting exclusion statement is included in the Notice.

6. Resolution 5 – Ratification of Issue of Director Shares

On 12 July 2012, the Company issued 2,282,859 Shares to non-executive Directors ( Director Shares) in lieu of their Directors' fees payable the non-executive Directors for the financial year ended 30 June 2012.

The Director Shares were issued to Messrs Edmund Teo, Mun Yew Chan and Gee Choo Khoo as follows:

Director	Number of Director Shares
Mr Edmund Teo	408,750
Mr Mun Yew Chan	1,041,779
Ms Gee Choo Khoo	832,330

The issue price of each Director Share was calculated at the market price of the Shares on the date of the issue of $0.035. No funds will be raised from the issue of the Directors Shares as they were issued for nil cash consideration and as part of the consideration for the services provided by the Directors during the financial year ended 30 June 2012.

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Explanatory Memorandum

Section 208 of the Corporations Act

Section 208 of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within fifteen (15) months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

By virtue of their position as Directors, Messrs Teo, Chan and Khoo are related parties of the Company, however, the Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the issue of the Director Shares as the exception in section 211 of the Corporations Act applies. The Director Shares were issued in lieu of directors' fees payable to Messrs Teo, Chan and Khoo and the issue of the Director Shares is considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

Breach of Listing Rule 10.11 and ASX Letter

Listing Rule 10.11 restricts the Company from issuing securities to a related party of the Company, unless approval is obtained from Shareholders. A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company and former directors of a public company.

The Director Shares were issued by the Company without Shareholder approval under Listing Rule 10.11. On 19 July 2012 the Company received a letter from ASX ( ASX Letter ) pursuant to which ASX advised that Company had breached Listing Rule 10.11 and required the Company to take certain actions, including, amongst others:

• (a) seek Shareholder approval for the issue of the Director Shares at a meeting and disregard any votes cast by holders of the Director Shares and their associates at such meeting;

• (b) place a holding lock applied to the Director Shares with the consent of the Directors; and

• (c) if the Shareholders do not approve the issue of the Director Shares, sell the Director Shares within 5 Business Day of the Meeting, with any loss arising from the sale to be borne by the relevant Director, and any profit from the sale of the Director Shares above the issue price of $0.035, to be donated to a registered charity.

Resolution 5 seeks Shareholder approval for the issue of the Director Shares as required under the ASX Letter. The Company will disregard any votes cast by the holders of the Director Shares and their associates.

If the Shareholders do not approve the issue of the Director Shares, the Director Shares will be sold within 5 Business Day of the Meeting, with any loss arising from the sale to be borne by the relevant Director, and any profit from the sale of the Director Shares above the issue price of $0.035, to be donated to a registered charity.

7. Resolution 6 – Approval of 10% Placement Facility

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 index and has a market capitalisation of $300 million or less. At the date of this Notice, the Company's

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Explanatory Memorandum

market capitalisation is $2,458,223 (based on share price of $0.025 at 23 October 2012). the Company is therefore an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1.A.2.

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has on issue only one type of Equity Security, being Shares.

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D

is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is an addition to the entity’s 15% placement capacity under Listing Rule 7.1.

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Explanatory Memorandum

At the date of this Notice, the Company has on issue 98,328,924 Shares, therefore subject to Shareholder approval being received for Resolutions 4 and 6, has the capacity to issue 9,832,893 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

Minimum Issue Price

The issue price of the Equity Securities issued by Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days immediately before;

• (a) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (b) if the Equity Securities are not issued with 5 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Meeting at which the approval is obtained and expires on the earlier to occur of:

• (a) the date that is 12 months after the date of the AGM at which the approval is obtained; or

• (b) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities in any existing quoted class under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote in person, by proxy, by attorney or in the case of corporate Shareholder, by a corporate representative.

Specific Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 trading days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed, or

• (ii) if the Equity Securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price of the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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Explanatory Memorandum

• (c) The below table shows the dilution of existing Shareholders on the basis of current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1 A(2) as at the date of this Notice.

The table also shows:

• (i) Two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval e.g. a pro-rata entitlements issue or scrip issued under a takeover offer, or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting, and

• (ii) Two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

			Dilution
Variable “A” in Listing Rule 7.1A.2 (subject to assumptions below)		$0.0125 50% decrease in issue price	$0.025 Issue price	$0.05 100% increase in issue price
Current Variable A 98,328,924	10% voting dilution	9,832,892 Shares	9,832,892 Shares	9,832,892 Shares
	Funds raised	$122,911	$245,822	$491,644
50% increase in current Variable A 147,493,386	10% voting dilution	14,749,338 Shares	14,749,338 Shares	14,749,338 Shares
	Funds raised	$184,366	$368,733	$737,466
100% increase in current Variable A	10% voting dilution	19,665,784 Shares	19,665,784 Shares	19,665,784 Shares
196,657,848	Funds raised	$245,822	$491,644	$983,289

The table has been prepared on the following assumptions:

• i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• ii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example above as 10%.

• iii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility based on the Shareholder’s at the date of the Meeting.

• iv) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• v)

• The issue price is $0.025, being the closing price of the Shares on ASX on 15 October 2012.

• vi) “A” is the current number of fully paid ordinary shares on issue, and assumes full placement capacity available.

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Explanatory Memorandum

• (d) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event the Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (e) The Company may seek to issue the Equity Securities for the following purposes:

• (i) Non-cash consideration for the acquisition of the new resources assets and investments. In such circumstances, the Company will provide a valuation of the non-cash consideration as required by Listing rule 7.1A.3 or

• (ii) Cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition) similar to its current bottled water business, or expenditure in relation to the Company’s current business.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

• (f) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

• (g)

• The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

Directors’ Recommendations

The Directors considers that the approval of the issue of the 10% Placement Facility described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should it be required. At the date of the Notice, the Company has no plans to use the Placement Facility should it be approved. Accordingly, the Directors recommend that Shareholders vote in favour of the resolution.

8. Resolution 7 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

The Directors may have a material personal interest in the outcome of Resolution 5.

9

Explanatory Memorandum

In the absence of this Resolution, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolution 5.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

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GLOSSARY

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

10% Placement Facility has the meaning in Section 6.

10% Placement Period has the meaning in Section 6.

Annual Report means the Directors’ Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2012.

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

Board means the Board of Directors of the Company.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party :

(a) means a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

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.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel 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.

Listing Rules means the listing rules of ASX.

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

Notice means the notice of Meeting which accompanies this Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in this Notice.

Section means a section in this Explanatory Memorandum.

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Explanatory Memorandum

Share Allotment Agreement has the meaning given in Section 4.

Shareholder means a shareholder of the Company.

Tan Option has the meaning given in Section 5 and the terms and conditions in Schedule 1.

VWAP means volume weighted average price

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

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

2

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, 25 November 2012 will be entitled to attend and vote at the 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.

Voting Prohibition by Proxy Holders

In accordance with sections 250R and 250BD of the Corporations Act, a vote on Resolutions 1 and 5 (inclusive) must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolutions 1 and 5 (inclusive) if the vote is not cast on behalf of a person who is excluded from voting on Resolutions 1 and 5 (inclusive) and:

• (c) the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (d) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

The Chairman intends to exercise all available proxies in favour of Resolutions 1 and 5 (inclusive).

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Schedule 1 – Terms and Conditions of Tan Options

(a) Entitlement

Each Tan Option entitles the holder ( Holder ) to subscribe for one Share upon exercise of the Tan Option.

(b) Exercise Price, Expiry Dates and Exercise Period

The exercise price and the exercise period of the Tan Options are as follows:

Class of Tan Options	Number of Tan Options	Exercise Price	Expiry Date	Exercise Period
Class A	10,000,000	$0.03	20 June 2013	At any time prior to the Expiry Date
Class B	7,500,000	$0.04	20 December 2013	At any time during the 6 months prior to the Expiry Date
Class C	4,000,000	$0.05	20 June 2014	At any time during the 6 months prior to the Expiry Date
Class D	5,000,000	$0.06	20 June 2015	At any time during the 12 months prior to the Expiry Date

(c) Notice of Exercise

The Tan Options may be exercised at any time during the Exercise Period by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Tan Option being exercised.

Any Notice of Exercise of a Tan Option received by the Company will be deemed to be a notice of the exercise of that Tan Option as at the date of receipt.

(d) Shares issued on exercise

Shares issued on exercise of the Tan Options rank equally with the then Shares of the Company.

(e) Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Tan Options.

(f)

Timing of issue of Shares

Within 15 Business Days after the later of the following:

• (i) the receipt of the Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Tan Option being exercised by the Holder if the Company is not in possession of Excluded Information; and

• (ii) the date the Company ceases to be in possession of Excluded Information in respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Tan Option being exercised by the Holder,

the Company will:

1

Explanatory Memorandum

• (iii) allot and issue the Shares pursuant to the exercise of the Tan Options;

• (iv) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and

• (v) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Tan Options.

(g) Participation in new issues

There are no participation rights or entitlements inherent in the Tan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Tan Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the Holder the opportunity to exercise the Tan Options prior to the date for determining entitlements to participate in any such issue.

(h) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a Tan Option will be increased by the number of Shares which the Holder would have received if the Holder had exercised the Tan Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(i) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a Tan Option.

(j) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(k) Quotation of the Options

The Company will not apply for quotation of the Tan Options on ASX.

(l) Options Transferable

The Tan Options are not transferable.

(m) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Tan Options with the appropriate remittance should be lodged at the Company's Registry.

2

Explanatory Memorandum

(n) Breaches of law

Notwithstanding any other terms and conditions applicable to the Tan Options, a Holder is not entitled to exercise (and the Company is entitled to refuse to issue Shares upon exercise of) such number of Tan Options that would result in:

• (i) a person acquiring Voting Shares in the Company in breach of section 606 of the Corporations Act (or any equivalent provision); or

• (ii) a person acquiring Shares where a notification being required to be sent under, or consent is required under, any legislation by which the Holder, the Company or its Related Bodies Corporate are bound.

(o) Statutory declaration

The Company may in its discretion require a Holder to provide a statutory declaration confirming that the circumstances referred to in paragraph (n) do not exist in respect of any exercise by the Holder.

(p) Definition

ASX means ASX Limited ACN 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Company means Refresh Group Limited ABN 28 079 681 244.

Corporations Act means the Corporations Act 2001 (Cth).

Excluded Information has the meaning given in section 708A(7) of the Corporations Act.

Holder means a holder of a Tan Option.

Related Bodies Corporate has the meaning given to that term in the Corporations Act.

Voting Share has the meaning given to that expression in section 9 of the Corporations Act.

Tan Option means an option which entitles the holder to subscribe for one Share on the terms and conditions in the Explanatory Memorandum and Schedule 2.

Share means a fully paid ordinary share in the capital of the Company.

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Refresh Group Limited ABN 28 079 681 244

T 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, 25 November 2012

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, 24 hours a day, 7 days a week:

www.refreshgroup.com.au

Your secure access information is:

Review and update your securityholding:

www.investorcentre.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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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 I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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, and to the extent permitted by law, 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, 27 November 2012 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1 and 5 (except where I/we have indicated a different voting intention below) even though Items 1 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1 and 5 by marking the appropriate box in step 2 below.

Items of Business  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.

• 1 Remuneration Report

• 2 Re-election of Director - Mr Mun Yew Chan

• 3 Ratification of Prior Placement

• 4 Authority to Issue Options to Mr Richard Tan

• 5 Ratification of Issue of Director Shares

• 6 Approval of 10% Placement Facility

• 7 Section 195 Approval

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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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