ENECO REFRESH LTD — AGM Information 2016

Oct 26, 2016

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REFRESH GROUP LIMITED ABN 28 079 681 244

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date Tuesday, 29 November 2016 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 ABN 28 079 681 244

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, 29 November 2016 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, 27 November 2016 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 receive and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2016, 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 for the year ended 30 June 2016 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

Note: This resolution is advisory only and does not bind the Company or the Directors.

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 – Election of Director – Mr Chiau Thuan Teh

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

" That in accordance with clause 59 of the Constitution and Listing Rule 14.4, and for all other purposes, Mr Chiau Thuan Teh is elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – Election of Director – Mr Michael Pixley

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

"That in accordance with clause 59 of the Constitution and Listing Rule 14.4, and for all other purposes, Mr Michael Pixley is elected as a Director on the terms and conditions in the Explanatory Memorandum."

5. Resolution 4 – Removal of Director – Dato’ Eddie Kwong Choon Soong

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

“ That pursuant to section 203D of the Corporations Act, Dato’ Eddie Kwong Choon Soong be removed as a director of the Company effective immediately on the passing of this resolution .”

6. Resolution 5 – Removal of Director – Mr Roy Chee Heong Ong

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

“ That pursuant to section 203D of the Corporations Act, Mr Roy Chee Heong Ong be removed as a director of the Company effective immediately on the passing of this resolution .”

7. Resolution 6 – Ratification of Prior Placement – Refresh Wild Pty Ltd

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 11,000,000 shares to Refresh Wild Pty Ltd on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by representatives of Refresh Wild Pty Ltd and its 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

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Notice of Annual General Meeting

• (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 – Ratification of Prior Placement – Mr Chiau Thuan Teh

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 264,000 Shares to Mr Chiau Thuan Teh on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Chiau Thuan Teh and 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.

9. Resolution 8 – Ratification of Prior Placement – Mr Michael Pixley

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 396,000 Shares to Mr Michael Pixley on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Michael Pixley and 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.

10. Resolution 9 – Ratification of Prior Placement – Everlast Invest Pty Ltd

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 5,109,338 Shares to Everlast Invest Pty Ltd on the terms and conditions in the Explanatory Memorandum."

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Notice of Annual General Meeting

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Everlast Invest Pty Ltd and its 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.

11. Resolution 10 - 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:

(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.

12. 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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Henry Heng Executive Chairman 18 October 2016

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Explanatory Memorandum

REFRESH GROUP LIMITED ABN 28 079 681 244

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, 29 November 2016 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 2015 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 2016 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 – Election of Director – Mr Chiau Thuan Teh

Mr Chiau Thuan Teh was appointed a Non-Executive Director on 24 August 2016.

Mr Teh has more than 20 years’ experience in international project assessment, delivery and commercialisation. He has been delivering unique business and development solutions in the developing economies in Asia, solutions that are culturally sensitive and always respectful of local demands and economic pressures.

Mr Teh is currently the Chairman of Compass Global Holding Group that moves and manages capital for private wealth and public listed Chinese companies. Compass brings strategic management and partnerships into their investment portfolio. He is also a director of various private companies involved in financial services, health technology, development and clean energy.

Mr Teh graduated from the University of New South Wales with a Bachelor of Architecture.

The Directors, other than Mr Chiau Thuan Teh, recommend that Shareholders vote in favour of Resolution 2.

4. Resolution 3 – Election of Director – Mr Michael Pixley

Mr Michael Pixley was appointed a Non-Executive Director on 24 August 2016.

Mr Pixley has worked as a merchant banker specialising in strategic corporate development, joint ventures and acquisitions. He has 30 years’ experience in the Asian business sector and has extensive networks and relationships with key personnel in government, corporate and private sectors in the Asia Pacific region.

Mr Pixley holds directorships in Story-i Ltd (ASX:SRY), Ephraim Resources Ltd (ASX:EPA), Pan Asia Corporation Ltd (ASX:PZC) and APAC Coal Ltd (ASX:AAL), all listed on the Australian Securities Exchange.

The Directors, other than Mr Michael Pixley, recommend that Shareholders vote in favour of Resolution 3.

5. Resolutions 4 and 5 – Removal of Directors Dato’ Eddie Kwong Choon Soong and Mr Roy Chee Heong Ong

Dato’ Eddie Soong has been a Director of the Company since 9 October 2013. Mr Roy Ong has been a Director of the Company since 18 June 2014.

Several major shareholders have expressed that they are unhappy with the performance of Dato' Soong and Mr Ong on the Board during their tenure. Dato’ Soong and Mr Ong were advised of this and further advised

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Explanatory Memorandum

that these shareholders have sufficient votes to remove them at the AGM. They were advised that they could resign as Director of the Company, failing which, resolutions to remove them would be tabled at the coming AGM.

A notice to include these resolutions has been lodged by one of the Shareholders who holds more than 5% voting shares in Refresh. Pursuant to Section 249O(2) of the Corporations Act 2001 , the Board is now tabling these resolutions for a vote of Shareholders.

Section 203D(4) of the Act provides that any director facing such removal is entitled to put their case to members by giving the company a written statement for circulation to members and speaking to the motion at the meeting. Dato' Soong and Mr Ong have provided written statements which are included as Appendix A for Dato’ Soong and Appendix B for Mr Ong together with this Explanatory Memorandum.

The Company has sought a response from the Chief Executive Officer, Mr Henry Heng, in relation to the written statements and note as follows:

• Alleged Achievements of the Operations Committee

An Operations Committee (wrongly indicated as the "Operations Review Committee” by Dato' Soong in his written statement) was indeed set up. The Operations Committee met twice over a period of 15 months. On both occasions, the Chief Executive Officer (CEO) was present to explain how the Company was run. The Operations Committee meetings hardly achieved any new positive actions to help grow the Company or cut its expenses.

• Remuneration of Chief Executive Officer

On 1 December 2013 the CEO was offered a 2-year Service Agreement by the Board. The Service Agreement contained a remuneration package unanimously recommended by the Remuneration Committee and approved by the Board. The CEO is not a member of the Remuneration Committee and has no input into his remuneration.

Mr Ong has asserted that the Board sought to put into place an annual performance appraisal which the CEO refused. The CEO advised that no such performance appraisal was ever raised at any Board meeting, Remuneration Committee meeting or with him. The other Directors could testify to that. The Board is aware that over the last 19 years the CEO has been employed in the Company, he has often worked up to 80 hours per week, almost every day including on weekends, public holidays and during his annual leave.

On 27 April 2016, the Remuneration Committee chaired by Dato’ Soong, offered the CEO a new 2- year Service Agreement with a similar remuneration package. Mr Ong is a member of the Remuneration Committee that made the offer. If the Remuneration Committee has been dissatisfied with the CEO’s performance or his remuneration package, no such offer would have been made.

• Appointment of Chief Operating Officer (COO)

When the Chief Financial Officer (CFO) resigned, the CEO proposed to the Board that he takes over the responsibilities of the CFO without any increase in remuneration. Instead, as part of the Company’s succession plan, the budget be used to employ a COO as a 2[nd] -in-command. This proposal was unanimously approved by the Board.

The position of COO was offered to Mr Maerker, a distributor for Refresh. While the CEO knows Mr Maerker given his association with the company, any personal association or hiring bias is denied.

Following Mr Maeker’s departure, on the approval of the Board, his job was split into 2 to achieve better efficiency. The need to employ 2 staff to replace him has increased company expenses and not savings as alluded to by Mr Ong.

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Explanatory Memorandum

• Opportunity to Jointly Acquire with Indonesian Company

There was an opportunity to acquire an Australian business jointly with an Indonesian company. The decision not to accede to the vendor’s asking price was a decision made by the Indonesian company and not the CEO. The Directors also supported the decision and this was recorded in the Board Minutes on 20 November 2015.

When the vendor subsequently reduced its asking price, the Indonesian company advised that due to competing priorities, it was no longer interested in acquiring the business.

The offer from the vendor remains open. In an email to the Board on 19 August 2016, the CEO stated “ I strongly recommend that we proceed with the acquisition ”. There has been no support from Mr Ong despite his assertions in his written statement.

The CEO has put forward a number of acquisition opportunities to the Board, conducting the requisite due diligence and vendor negotiations. It is clear from the information provided that the Company has the financial resources to do so. Since Dato’ Soong and Mr Ong joined the Board, none of these acquisition opportunities have been approved.

• Mandate to Nepix

The Mandate was drafted on terms and conditions approved by the Board. Approval for the placements were made by the Board and signed by all Directors, including Mr Ong.

The sequence of events has been presented to the Board with detailed explanations. Even though the placements were made to newly incorporated companies, the Board has been advised about the shareholders behind those companies. It is of concern that Mr Ong now asserts that he didn’t know what was going on and questions the validity of the Mandate.

The CEO has advised that significant time and energy has been expended to present information to both Dato' Soong and Mr Ong. The CEO has indicated his view that Mr Ong is often unaware of what is happening and from reviewing his written statement, is unable to recall decisions he has made or approvals he has given, despite these decisions being documented and recorded.

Shareholders are welcomed to request copies of evidence supporting the above.

Refresh is a company with the potential to expand and grow. It requires Directors who can contribute to this growth and add value to the Company for all Shareholders.

The Directors, other than Dato’ Eddie Soong and Mr Roy Ong, recommend that Shareholders vote in favour of Resolutions 4 and 5.

6. Resolutions 6 to 9 – Ratification of Prior Placement

On 8 August 2016, the Company issued 16,769,338 Shares ( Placement Shares ), being 11,000,000 shares to Refresh Wild Pty Ltd, 264,000 Shares to Mr Chiau Thuan Teh, 396,000 Shares to Mr Michael Pixley and 5,109,338 Shares to Everlast Invest Pty Ltd. The Placement Shares were issued within the Company's 15% placement capacity, without the need for Shareholder approval.

Mr Chiau Thuan Teh and Mr Michael Pixley were not related parties of the Company at the time the issue of shares occurred.

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.

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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 Resolutions 6 to 9 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.

Resolutions 6 to 9 are ordinary resolutions. The Directors recommend that Shareholders approve Resolutions 6 to 9.

The Chairman intends to exercise all available proxies in favour of Resolutions 6 to 9.

Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires information to be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.3 as follows:

• (a) Number of Equity Securities issued: 16,769,338

• (b) Prices at which the Equity Securities were issued:

  • 11,000,000 at $0.053,

  • 660,000 at zero value and

  • 5,109,338 at $0.055

• (c) Terms of the Equity Securities: the Company has only one class of shares – fully paid ordinary shares. The new shares were issued under the same class.

• (d) Names of the persons to whom the Equity Securities were issued:

  • 11,000,000 to Refresh Wild Pty Ltd

• 264,000 to Mr Chiau Thuan Teh

• 396,000 to Mr Michael Pixley

• 5,109,338 to Everlast Invest Pty Ltd

• (e) Intended use of the funds raised: general working capital of the Company.

• (f) Voting exclusion statement: included in the Notice.

The Directors considers that Ratification of Prior Placement described above is beneficial for the Company as it provides the Company with the flexibility to issue up to 15% of its current capital permitted under Listing Rule 7.1 when such an opportunity arises instead of having to wait for 12 months from the last issue. At the date of the Notice, the Company has no plan to use the Placement Facility should it be approved. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolutions 6 to 9.

7. Resolution 10 – 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 market capitalisation is $8,007,335 (based on share price of $0.06 at 18 October 2016). 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.

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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.

At the date of this Notice, the Company has on issue 133,455,590 Shares, therefore has the capacity to issue 13,345,559 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

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Explanatory Memorandum

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:

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

• (d) 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 10 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 10 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 10 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.

• (c) The table below 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 7.1A(2) as at the date of this Notice.

• (d) 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 Company currently has on issue. 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

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Explanatory Memorandum

• (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		$0.03	$0.06	$0.12
(subject to assumptions below)		50% decrease	Issue price	100% increase
		in issueprice		in issueprice
Current Variable A	10% voting dilution	13,345,559 Shares	13,345,559 Shares	13,345,559 Shares
133,455,590	Funds raised	$400,366.77	$800,733.54	$1,601,467.08
50% increase in current Variable A	10% voting dilution	20,018,338 Shares	20,018,338 Shares	20,018,338 Shares
200,183,385	Funds raised	$600,550.14	$1,201,100.28	$2,402,200.56
100% increase in current Variable A	10% voting dilution	26,691,118 Shares	26,691,118 Shares	26,691,118 Shares
266,911,180	Funds raised	$800,733.54	$1,601,467.08	$3,202,934.16

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 Shareholders 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 $0.06, being the closing price of the Shares on ASX on 18 October 2016. vi) “A” is the current number of fully paid ordinary shares on issue, and assumes full placement capacity available.

• (e) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 10 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).

• (f) 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.

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

8

Explanatory Memorandum

• (h) 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).

• (i) 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.

• (j) Listing Rule 7.3A.6 requires an eligible entity that has previously obtained approval under rule 7.1A to provide:

Total number of Equity Securities issued in the 12 months preceding the date of the meeting: 21,660,000. The percentage they represent of the total number of Equity Securities on issue at the commencement of that 12-month period: 19.4%.

Details of all issues of Equity Securities during the 12 months preceding the date of the meeting:

• (i) Number of Equity Securities issued: 21,660,000;

• (ii) Class of Equity Securities issued, and a summary of the terms of that class: the Company has only one class of shares – fully paid ordinary shares. The new shares were issued under the same class;

• (iii) Names of the persons to whom the Equity Securities were issued: 11,000,000 to Refresh Wild Pty Ltd

   - 264,000 to Mr Chiau Thuan Teh
  

  • 396,000 to Mr Michael Pixley

  • 10,000,000 to Everlast Invest Pty Ltd

• (iv) Price at which the Equity Securities were issued and the discount that the issue price represented to closing market price on the date of issue: 11,000,000 at $0.053; 18.5% discount

   - 660,000 at zero value; 100% discount
  
   - 10,000,000 at $0.055; 15.4% discount
  

• (v) Total cash consideration and intended use: $1,133,000, zero spent; funds to be used for general working capital of the Company. Shares issued for non-cash consideration to Mr Chiau Thuan Teh and Mr Michael Pixley were in lieu of commission for securing the investment of Refresh Wild Pty Ltd. At 6 cents per share, the current value of the 660,000 shares is $39,600.

• (k) 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.

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 plan to use the Placement Facility should it be approved. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 10.

9

Explanatory Memorandum

GLOSSARY

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

Annual Report means the Directors’ Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2016.

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.

Member means a shareholder of the Company.

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.

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

Shareholder means a shareholder of the Company.

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.

10

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 2016 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 Resolution 1 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 Resolution 1 if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1 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 Resolution 1.

11

Appendix A

17 October 2016

Statement to Members of Refresh Group Ltd (ASX:RGP) relating to Proposed Resolution to Remove Eddie Soong as a Non-Executive Director

By way of background, my name is Eddie Soong and I am a Non-Executive Director (NED) of Refresh Group Limited (Refresh or the Company). I have been an NED of Refresh since 9 October 2013 and independently represent the interests of all shareholders of the Company under the Corporations Act, including the interests of Richard Tan, a 7.5% major shareholder and Advisor to Refresh.

There is currently a Proposed Resolution to remove me as a Director of the Company, instigated by Henry Heng, Chief Executive Officer (CEO) of Refresh. This follows a previous request from the CEO for me to resign as a member of the Board of Refresh, citing a lack of growth in the Company during my tenure on the Board.

In the past 10 years of operations, Refresh’s share price has dropped from its IPO price of $0.20 to a low of $0.02 per share – a 90% decline – under the operational direction and oversight of CEO Henry Heng. The Company’s growth was stagnant and Refresh consistently recorded a net loss in the years leading up to 30 June 2013. Since I joined the Board in October 2013, the share price of Refresh has increased 250% from its all-time low of $0.02 per share to $0.07 per share. This has been achieved through Richard’s ongoing support of the Company, as well as initiatives undertaken by Richard, Roy and myself such as formation of an Operations Review Committee (ORC) to promote performance improvement. Richard, as Advisor to Refresh, felt that the ORC was required as the CEO insisted on having only one face-to-face Board meeting per year, significantly less than the general practice of one meeting every quarter.

The Board approved formation of the ORC and the objective was to address an apparent slowdown in the business through identifying areas for operational improvement. Among the key findings was a lack of effective organizational structure and weaknesses in Sales & Marketing. The ORC’s subsequent recommendations, including termination of the Chief Operating Officer, resulted in an improvement to the Company’s cost structure and financial performance with earnings before interest, tax and depreciation increasing 124% in the 12 months to 30 June 2016 compared to the prior period. There was a corresponding increase in share price as well during the period.

There are currently five directors on the Board of Refresh, including two recently appointed directors, Thuan Teh and Michael Pixley, who represent the interests of a new substantial shareholder holding around 8.2% of the Company and was introduced by the CEO Henry. The CEO is now procuring the resignation of two independent directors, Roy Ong and myself, who represent shareholders holding a combined 15.3% in Refresh.

We believe the CEO’s motion to remove two independent directors may compromise the independence of the Board going forward. This is particularly the case given the lack of segregation of duties at Refresh as the CEO and Chairman is the same person, which creates a potential conflict of interest. If the CEO is also setting the agenda for the Board, there is an inherent conflict because the Board is supposed to supervise the CEO.

I strongly urge the shareholders of Refresh to vote against the motion to remove two independent directors from the Board. The Company is preparing to enter into a critical period and needs to ensure that it has a sufficient level of strategic direction and independence to take the Company through to the next level of growth, while also protecting the interests of all shareholders.

We believe that our past skills, experience and expertise as Management Executives and Board members can help drive the Company through its next phase of growth and maximize value for all shareholders. Additionally, our presence on the Board will ensure that a minimum level of independence is maintained and that the Company continues to uphold strong and comprehensive corporate governance. Shareholders have the right to want accountability from Senior Management and to have the best possible representation on the Board, which should be balanced and independent.

I appreciate your support and am available to speak with shareholders at any time through my contact details below.

Yours sincerely,

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Eddie Soong

Mobile: +61 41 994 8031

Email: esoong@iinet.net.au

Appendix B

Statement to Shareholders of Refresh Group Limited

I, Ong Chee Heong (Roy), has been a Non-Executive director (NED) of Refresh Group since 18th June 2014. On the 2nd Oct 2016, I received an email from Henry Heng, CEO of Refresh Group, expressing that several major shareholders have requested my consideration of resignation as a NED to Refresh Group. The reason stated was no contribution to substantial growth in value during that I’m on Board.

I would like to object to the request of my resignation. Instead, I would like to bring to the attention of the shareholders of my contributions. During my tenure as NED, Refresh Group operating cost structure is too high and this gives rise many cost issues. Key staff, Chief Operating Officer (COO) salary at $134,378 pa in 30[th ] June 2014, CEO personal friend, being hired by the CEO for over 3 years without any proper performance appraisal. Due to poor performance, the Board made a unanimous decision to terminate the COO, though, to the reluctance of the CEO. The Board also wanted to put in place an annual performance appraisal for the CEO but the CEO has strongly refused and resisted for the Board to do so as it would inevitably affect his overall salary package. The annual net profit of the company is so insignificant to justify the CEO’s package of $227,005 pa in 30[th] June 2016. As such, Stakeholders’ interest of this company has been compromised.

During the past 2 years, the CEO proposed a few companies to the board for acquisition. However, the Board had evaluated and carefully examined the deals and unanimously disapproved of it due to potential risks to the company. Not all deals went to the Board were rejected. A proposed company by the CEO where Refresh Group has an opportunity to joint venture with an Indonesia company to acquire it but the CEO decided to hold back, hoping, for the seller to reduce the acquisition price. This procrastination had made the joint venture partner, the Indonesia company, called off the partnership. I had earlier expressed to the CEO that Refresh group has the financial strength together with the joint venture partner for this acquisition. Unfortunately, the CEO failed to make it happen. If this JV had taken place, the acquisition will have positively impact on Refresh Group’s top line.

Succession planning is one of my most urgent and important agenda since I step on board more than 2 years’ ago but the CEO has not taken the effort to put this succession planning in place. Everyone in this company should not be indispensable. We should minimize key-man risk! I’m sure this is the utmost concern of all stakeholders in the company.

I would like to draw the attention of all the substantial shareholders of the CEO’s request to remove not only one director but two directors from the Board. As cited by the CEO, the request for the removal of the 2 directors is from the several major shareholders. Incidentally, this took place after onboarding the new substantial shareholders. The capital raising mandate to introduce the two groups of investors was put forward to the Board by the CEO. Under the mandate between the Refresh Group and the corporate advisory firm (Nepix), Nepix to introduce the two groups of investors to take the available two placement tranches namely 15% followed by 10% of the existing capital of Refresh Group. As part of this placement, it is in the mandate that two Board seats will be offered out. Eventually, the Board approved and signed off the Resolution Placement. Thereafter, I noticed from the ASX filing, the details of one of the 2 shareholders (earlier two groups of investors) did not come from the Nepix. I wrote an email on

Statement Dated on 16[th] October 2016

Page 1

the 10th August 2016 to the CEO to confirm this detail. It was then that the CEO has made known on this. This meant that the second group of investor was brought in by the CEO instead. Moreover, the CEO did not confirm FORMALLY by calling a Board meeting for the Board to endorse on the second investor. Hence, Nepix has NOT fulfilled the mandate fully where two placements tranches not taken by its two groups of investors and this Mandate validity is in question. In addition, I have not been fed with the full information which led me to think that there’s no full transparency coming from the CEO.

I would like to seek the understanding of the substantial shareholders and urge the same to ponder a moment of my concerns. I, as a representative of a substantial shareholder and being a director responsible to all shareholders, I will ensure the shareholders’ interests are not compromised in connection with the CEO decision makings. Refresh Group is a public listed company, The listed company should be constitutionally run.

I would like to highlight the extract of financial performance of the Company:

1. Listed in ASX in 2007 at AUD0.20 per share

2. Lowest share price was at AUD0.02 per share, highest around AUD0.35

3. 9 years on, the share price has yet to reach the mid-point of the IPO price

4. NTA to-date, is estimated to be AUD0.0355 per share

5. Share issued in 2007 was 15 million shares

6. Currently, estimated 133 million shares have been issued

In conclusion, as a NED, I do not involve in the company day to day activities, my roles and responsibilities are limited under the Corporations Act. The main driver for the company overall performance should come from the Chairman and CEO. The shareholders should look at the Refresh Group Limited financial year reports over the past years to determine if the CEO should continue in his current designation. Thank you.

Yours faithfully,

Ong Chee Heong (Roy)

Email: ong_chee_heong@hotmail.com

Statement Dated on 16[th] October 2016

Page 2

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Refresh Group Limited ABN 28 079 681 244

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

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

XX

 For your vote to be effective it must be received by 10:00am (WST) Sunday, 27 November 2016

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 or abstain as they choose (to the extent permitted by law). 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 help tab, "Printable 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:

To view and update your securityholding:

SRN/HIN: I9999999999

www.investorcentre.com

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

Samples/000001/000001/i12

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

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
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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

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

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, 29 November 2016 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolution : 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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is 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 Resolution 1 by marking the appropriate box in step 2 below.

Items of Business 

P 2 Items of Business			PLEASE NOTE:If you mark theAbstainbox 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.
		For		Against	Abstain				For	Against	Abstain
Resolution 1	Remuneration						Resolution 8	Ratification of Prior
Resolution 2	Report Election of Director – Mr Chiau Thuan Teh						Resolution 9	Placement – Mr Michael Pixley Ratification of Prior Placement –
Resolution 3	Election of Director –							Everlast Invest Pty
	Mr Michael Pixley							Ltd
Resolution 4	Removal of						Resolution 10	Approval of 10%
	Director – Dato’							Placement Facility
	Eddie Kwong Choon
	Soong
Resolution 5	Removal of
	Director – Mr Roy
	Chee Heong Ong
Resolution 6	Ratification of Prior
	Placement – Refresh
	Wild Pty Ltd
Resolution 7	Ratification of Prior
	Placement – Mr
	Chiau Thuan Teh

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
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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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R G P

2 2 0 0 2 1 A