ENERGY ACTION LIMITED — AGM Information 2012

Oct 21, 2012

Notice of 2012 Annual General Meeting and Explanatory Memorandum

For a meeting to be held on Thursday, 22 November 2012 at the Holiday Inn (formerly Clarion on the Park) 18-40 Anderson Street Parramatta NSW at 2.30pm

PAGE 2 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

ContEnts

Letter to Shareholders from the Chairman ...........................................................................................................................3 Location of the Annual General Meeting ..............................................................................................................................4 Annual General Meeting Agenda..........................................................................................................................................4 How business will be conducted at the meeting ...................................................................................................................5 Notice of Meeting..................................................................................................................................................................5 Explanatory Memorandum ...................................................................................................................................................8 Glossary .............................................................................................................................................................................14

sEPArAtE AttAChmEnt

Proxy Form and Questions for the Chairman or the external auditor

This is an important document. Please read it carefully.

If you are unable to attend the Meeting please complete the proxy form and return it in accordance with the instructions.

Energy Action Limited Level 5, 56 Station Street Parramatta NSW 2150 Phone: 02 9633 6400 Fax: 02 9475 0954 Web: www.energyaction.com.au

22 October 2012

Dear Shareholder,

Energy Action Limited – Annual General Meeting

It is with pleasure that I invite you to the 2012, and inaugural Annual General Meeting (the Meeting) of Energy Action Limited as a publicly listed entity. The Meeting is an opportunity for Shareholders to talk to the Directors and the senior management team about the Company and I encourage you to attend.

The Meeting will be held on Thursday, 22 November 2012 at 2.30pm (Sydney time) at the Holiday Inn (formerly Clarion on the Park) 18-40 Anderson Street, Parramatta NSW (Anderson Room).

Please find enclosed the Notice of Meeting, Explanatory Memorandum, proxy form, question form and business reply envelope.

If you are attending the Meeting, please bring the attached proxy form with you as the barcode will assist in the registration process. If you are unable to attend, please complete and return your proxy form to Link Market Services Limited at Locked Bag A14, Sydney South NSW 1235 or deliver by hand to 1A Homebush Bay Drive Rhodes, NSW 2138, or to Energy Action at Level 5, 56 Station Street Parramatta NSW 2150 or by facsimile to +612 9287 0309 or online at www.linkmarketservices.com.au to be received no later than 2.30pm (Sydney time) on Tuesday, 20 November 2012.

Enclosed is a question form to give you the opportunity to submit questions to me (as Chairman) and/ or to our external auditor, Ernst & Young, prior to the Meeting. Ernst & Young will be present at the Meeting to respond to any questions received in writing and to answer any additional questions. Please note that written questions must be sent to Link Market Services or Energy Action and received no later than 5.00pm on Thursday, 15 November 2012.

If you require further information or have questions, please contact the Company’s Registry on 1800 451 641 (within Australia) or +61 2 8280 7786 (outside Australia).

I look forward to your attendance at the Meeting.

Yours sincerely

Dr Ronald Watts CHAIRMAN

PAGE 4 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

LoCAtion of thE AnnuAL GEnErAL mEEtinG

AnnuAL GEnErAL mEEtinG AGEndA

Venue

The Meeting of the Shareholders of Energy Action will be held at:

Thursday 22 noVember 2012

• 1.30pm Registration begins

• 2.00pm Light refreshments

Holiday Inn (formerly Clarion on the Park) 18-40 Anderson Street

Parramatta NSW

(Anderson Room)

CommenCing

• 2.30pm Annual General Meeting commences Welcome to Shareholders – Chairman Managing Director presentation

• Items of Business

2.30pm, Thursday, 22 November 2012

The Holiday Inn Parramatta is ideally located, being a two minute walk to public transport and Westfield’s Shopping Centre.

==> picture [462 x 373] intentionally omitted <==

----- Start of picture text -----

2012 AGM
Holiday Inn
(formerly Clarion
on the Park)
Westfield
Shopping
Centre
Parramatta Station
Event
Cinemas
Westfield
Shopping Centre
Marion St
Lansdowne St
Early St
Lennox St
Hassall St
to James Ruse Drive
Great Western Hwy
Aird St
Campbell St
Campbell St
Parkes St
Valentine Ave
Station St
Marsden St Station St
Marsden St
Marsden St
Church St
Church St
to M4 Motorway
Anderson St
Cowper St
Jubilee Ln
----- End of picture text -----

PAGE 5 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

how businEss wiLL bE ConduCtEd At thE mEEtinG

The Annual General Meeting is an important event and we encourage Shareholders to actively participate.

Important information about the conduct of the Meeting is set out below.

disCussion and asking quesTions

Discussion will take place on all the items of business as set out on pages 5-7.

The Explanatory Memorandum also provides further information relating to the items of business.

Shareholders will have the opportunity to ask questions at the Meeting (including an opportunity to ask questions of the Auditor).

To ensure that as many Shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following guidelines:

• » Please keep questions as brief as possible and relevant to the matters being discussed.

• » If you have more than one question, please ask all questions at the one time.

notiCE of mEEtinG

Notice is hereby given that the Annual General Meeting of Energy Action Limited will be held at the Holiday Inn (formerly Clarion on the Park), 18-40 Anderson St, Parramatta NSW on Thursday, 22 November 2012 at 2.30pm.

Important Information:

• 1) The Resolutions should be read in conjunction with the Explanatory Memorandum which follows.

• 2) Certain terms and abbreviations used below are defined in the Glossary at page 14 of this Notice of Meeting.

• 3) As explained in the ‘voting exclusion’ paragraphs below, certain Shareholders are excluded from voting in relation to particular Resolutions and Energy Action must disregard votes cast by those Shareholders. Please do not vote if your vote must be disregarded or if you must not vote as outlined in the paragraphs below.

The business of the Meeting is as follows:

ordinary business

item 1 – annual report

Shareholders who are unable to attend the Meeting or who may prefer to register written questions in advance are invited to do so. A question form is enclosed.

An opportunity for discussion will be provided on each item of business and each resolution prior to Shareholders being asked to vote.

To receive and consider the Financial Report, the Directors’ Report and Auditor’s Report for the year ended 30 June 2012.

Note: There is no requirement for Shareholders to approve these reports.

item 2 – resolutions

WebCasT and phoTography

For those that may not be able to attend the Meeting, we expect to make a live broadcast available via a webcast viewable at www.energyaction.com.au.

For the safety and security of all those present at the Meeting, cameras and recording devices are not permitted.

Resolution 1 – Re-election of Paul Meehan

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Paul Meehan, a Director of Energy Action Limited retiring in accordance with the Constitution, is re-elected as a Director of Energy Action Limited.”

Resolution 2 – Election of Murray Bleach

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Murray Bleach, who was appointed as a Director of Energy Action Limited by the Board to fill a casual vacancy, is elected as a Director of Energy Action Limited.”

PAGE 6

ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Resolution 3 – Adoption of Remuneration Report

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That the Remuneration Report included in the Annual Report for the year ended 30 June 2012 be adopted.”

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

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution as to whether another meeting shall be held within 90 days at which all of the Directors (other than the Managing Director) must be up for re-election (Spill Meeting).

Voting Exclusion Statement for Resolution 3

A vote on Resolution 3 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2012; or

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

However, a person described above may cast a vote on Resolution 3 as a proxy if the vote is not cast on behalf of a person described in (a) or (b) above, and either:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 3; or

speCial business

Resolution 4 – Appointment of Auditor

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of section 327B of the Corporations Act and for all other purposes, Ernst & Young, having:

• (a) been nominated by a Shareholder of the Company; and

• (b) provided, and not withdrawn, written consent to act as auditor of the Company

• be appointed as an auditor of the Company effective from the conclusion of this Annual General Meeting.”

Short explanation: Ernst & Young is the Company’s current auditor but must resign at the end of the first annual general meeting due to the fact that they were appointed by the Directors of the Company after the conversion of the Company to a public company. This resolution seeks Shareholder approval for Ernst & Young to continue to act as auditor of the Company.

Resolution 5 – Approval of 10% Additional Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, for the purposes of Listing Rule 7.1A of the ASX Listing Rules and for all other purposes, the Shareholders of the Company approve and authorise the Company to issue by way of placements, up to 10% of the issued capital of the Company:

  - _(a) calculated:_

  - _(i) at the time of the issue; and_

• (d) the person is the Chairman of the Meeting and the appointment as proxy (using the proxy form circulated with this Notice of Meeting):

• (i) does not specify how the proxy is to vote on Resolution 3; and

• (ii) expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company.

• (ii) in accordance with the formula prescribed in Listing Rule 7.1A.2; and

• (b) on the terms and conditions in the Explanatory Memorandum accompanying the Notice of Meeting.”

Short explanation: The ASX Listing Rules have been recently amended to allow small and mid cap listed entities to seek shareholder pre-approval for capacity to issue an additional 10% of issued shares in the company (by way of placement) without shareholder approval.

The Chairman intends to vote all undirected proxies which meet the requirements of (d) above, in favour of Resolution 3.

For a definition of “Key Management Personnel” and “Closely Related Party” please refer to the Glossary on page 14.

Please refer to the section “Voting by Proxy” below for further information on the effect of appointing a member of the Company’s Key Management Personnel as your proxy.

PAGE 7 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Voting Exclusion Statement for Resolution 5

The Company will disregard any votes cast on Resolution 5 by a person, and any associate of that person, who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Refer to the page 12 of the Explanatory Memorandum for more details on the application of this voting exclusion statement to Shareholders of the Company.

enTiTlemenT To aTTend and VoTe

The Directors have determined that the holding of each Shareholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the Register at 7.00pm on 20 November 2012.

At the Meeting, each Shareholder is entitled to:

• (a) 1 vote on a show of hands; and

• by facsimile number to Link Market Services Limited +61 2 9287 0309; or

• by mail to Locked Bag A14 Sydney South NSW 1235; or

• by hand delivery to 1A Homebush Bay Drive, Rhodes NSW 2138; or

• at the registered office of Energy Action on Level 5, 56 Station Street, Parramatta, and the facsimile number is +61 2 9475 0954,

by no later than 2.30pm (Sydney time) on Tuesday, 20 November 2012.

Alternatively, a Shareholder may vote online at www.linkmarketservices.com.au, by entering their holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, Shareholders will need their “Holder Identifier” (Shareholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

If you return your proxy form but do not nominate a representative, the Chairman of the Meeting will be your proxy and will vote on your behalf as you direct on the proxy form. If your nominated representative does not attend the Meeting then your proxy will revert to the Chairman of the Meeting and he may vote as he thinks fit in relation to any motion or resolution other than those (if any) in respect of which an indication of the manner of voting is given on your proxy form.

• (b) 1 vote for each Share they hold, on a poll.

VoTing by proXy

A Shareholder is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. A proxy need not be a Shareholder of Energy Action and may be an individual or body corporate.

Shareholders wishing to appoint a Director (including the Chairman of the Meeting) or other member of the Key Management Personnel of Energy Action as their proxy should read carefully the instructions on the proxy form and mark the relevant box to ensure their votes are not disregarded.

A Shareholder entitled to cast two or more votes at the Meeting may appoint two proxies and specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and does not specify the proportion or number of votes each proxy may exercise, then each proxy may exercise half of the votes. Where two proxies are appointed, neither proxy may vote on a show of hands. A Shareholder wishing to appoint a second proxy can obtain an additional proxy form by contacting Link Market Services Limited, or can copy the proxy form, and return them together.

A proxy form is enclosed with this Notice of Meeting. To be valid, proxy forms and any authority (or certified copy of that authority) under which any proxy form is signed, must be received:

key managemenT personnel – undireCTed proXies

The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution in the Notice of Meeting.

If a Shareholder appoints the Chairman as their proxy (or the Chairman becomes the Shareholder’s proxy by default) but does not complete any of the boxes “For”, “Against” or “Abstain” opposite Resolution 3 on the proxy form, the Shareholder will be directing the Chairman to vote on Resolution 3 in accordance with the Chairman’s stated voting intention. The Chairman intends to cast all such proxies “for” Resolution 3.

If a Shareholder wishes to appoint the Chairman as proxy with a direction to vote against, or abstain from voting on Resolution 3, the Shareholder must specify this by ticking the “Against” or “Abstain” boxes opposite Resolution 3 on the proxy form.

If a Shareholder appoints a member of Key Management Personnel (other than the Chairman of the Meeting) or a Closely Related Party of any such member of Key Management Personnel, as its proxy and such Shareholder does not direct that person how to vote on Resolution 3 (by marking the appropriate “For”, “Against” or “Abstain” box), that Shareholder’s proxy will not be able to vote on their behalf on Resolution 3.

PAGE 8 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

VoTing by aTTorney

A Shareholder may appoint an attorney to vote on his/her behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by Energy Action at its registered office or one of the addresses listed above for the receipt of proxy appointments at least 48 hours before the Meeting.

CorporaTe represenTaTiVes

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of sections 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to Energy Action. A form for this purpose may be obtained from Link Market Services Limited (refer also to the “Corporate Representatives” section of the Proxy Form).

By order of the Board

Nathan Francis Company Secretary

ExPLAnAtory mEmorAndum

The information below is an explanation of the business to be considered at the Meeting.

iTem 1

Financial Report, Directors’ Report and Auditor’s Report

No Resolution is required for this item of business.

A copy of the Company’s 2012 Annual Report (which includes the Financial Report, the Directors’ Report and the Auditor’s Report) is available at

www.energyaction.com.au. A copy of the Annual Report will be sent to those Shareholders that requested one. Shareholders who wish to receive a hard copy of the Annual Report should contact Link Market Services.

During this item of business an opportunity will be given to Shareholders to ask questions about, or make comments on, the 2012 Annual Report and management of Energy Action.

Similarly, a reasonable opportunity will be given to Shareholders, as a whole, to ask the Company’s auditor, Ernst & Young, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by Energy Action in relation to the preparation of its financial statements and the independence of the auditor in relation to the audit for the year ended 30 June 2012.

22 October 2012

Shareholders may also submit written questions directed to Ernst & Young using the question form enclosed. Relevant written questions for Ernst & Young must be received by no later than 5.00pm (Sydney time) on Thursday, 15 November 2012.

iTem 2 – resoluTions

resolution 1 – re-election of director

In order to comply with the Listing Rules and the Constitution, the Board has resolved that Mr Paul Meehan will retire from the office of Director.

Listing Rule 14.4 provides that a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is longer. Listing Rule 14.5 also provides that an entity must hold an election of directors each year. These provisions are replicated in Rule 46 of the Constitution.

Mr Paul Meehan is eligible to be re-elected as a Director and offers himself for re-election.

PAGE 9 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Mr Paul Meehan – Non Independent Non-Executive Director

Mr. Meehan is the Principal of Meehan’s Solicitors Firm. He has been practising law in the Macarthur area for over 20 years, specialising in conveyancing, property investment, commercial law, leases, investment and tax advice. Once a small practice, the practice soon became one of the largest in the Macarthur area. Mr. Meehan’s exceptional leadership skills and dedication to personalised service recently led his team to certification to ISO Law 9000 Legal Best Practice.

Mr Meehan was appointed as a Director in 2003 and was re-elected by Shareholders on 28 June 2011.

Qualifications – Bachelor of Law, University of Sydney

Special Responsibilities – Member of Remuneration Committee and Nomination Committee

The Directors (other than Mr Meehan) recommend you vote in favour of Resolution 1.

resolution 2 - election of director

Both the Constitution and Listing Rule 14.4 provide that the Directors may appoint any person to fill a casual vacancy in the Board. Any Director appointed under this rule may hold office only until the next annual general meeting and is then eligible for election at that meeting. It is under this rule that Mr. Murray Bleach offers himself for election.

Mr. Murray Bleach – Independent Non-Executive Director

Mr. Bleach has over 30 years experience in the accounting and finance industry including KPMG Peat Marwick in Sydney and Dallas, Texas. He joined Bankers Trust Australia in 1987 and joined Macquarie Group as part of Macquarie’s acquisition of Bankers Trust Australia. During this time he was CEO of Macquarie’s US business and led the building of its US infrastructure business.

Mr. Bleach was previously CEO of Intoll Group and is currently a Non Executive Director of Industry Funds Management and Eraring Energy. He is also on the board of Suicide Prevention Australia, Eraring Energy, Strongform Group and is a member of the Advisory Board for Derwent Executive, an executive recruitment consultancy.

resolution 3: adoption of remuneration report

As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption.

The Resolution is advisory only and does not bind the Directors. However, under changes to the Corporations Act which came into effect on 1 July 2011 (known generally as the ‘two strikes rule’), if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Meeting, and then again at the 2013 annual general meeting, Energy Action will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the re-election of Directors of Energy Action (Spill Resolution) .

Under the Corporations Act, if more than 50% of those present and voting at the 2013 annual general meeting vote in favour of a Spill Resolution, Energy Action must convene an extraordinary general meeting (Spill Meeting) within 90 days of the 2013 annual general meeting. All of the Directors who were in office when the 2013 Directors’ Report was approved, other than the Managing Director, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of Energy Action.

The Remuneration Report provides Shareholders with an understanding of:

• » the Company’s remuneration policies as they relate to Key Management Personnel as defined under the Corporations Act;

• » the link between remuneration and the Company’s performance; and

• » individual outcomes for the Company’s executives and Directors.

A copy of the Remuneration Report, which is part of the 2012 Financial Report, lodged with the ASX on 22 August 2012, is available on the Company’s website.

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

Mr Bleach was appointed as a Director on 3 July 2012.

Qualifications – Bachelor of Arts (Financial Studies), Chartered Accountant, Master of Applied Finance, Graduate Australian Institute of Company Directors.

Special Responsibilities – Chairman of Audit & Risk Management Committee and Chairman of Remuneration Committee.

The Directors (other than Mr Bleach) unanimously recommended you vote in favour of Resolution 2.

PAGE 10 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

resolution 4 – appointment of auditor

Pursuant to section 327A of the Corporations Act, the Directors appointed Ernst & Young to act as the Company’s auditor. The Corporations Act requires that Ernst & Young will only hold office as auditor until the Company’s first annual general meeting.

Section 327B(1) of the Corporations Act requires a public company to appoint an auditor at its first annual general meeting and thereafter to fill any vacancy which may arise in the office of auditor at each subsequent annual general meeting.

Ernst & Young has provided the Company with its written consent to act as the Company’s auditor as required by the Corporations Act.

Pursuant to section 328B(1) of the Corporations Act, the Company has sought and received, from a Shareholder of Energy Action, a nomination for Ernst & Young to be appointed as the Company’s auditor at this Meeting. A copy of the Shareholder’s nomination is enclosed with this Notice of Meeting.

If Resolution 4 is passed, the appointment of Ernst & Young as the Company’s auditor will take effect at the close of this Meeting.

The Directors unanimously recommended you vote in favour of Resolution 4.

resolution 5 – approval of 10% additional placement Capacity

Listing Rule 7.1A

Subject to Shareholder approval at a company’s annual general meeting, Listing Rule 7.1A enables an ‘eligible entity’ to issue shares totalling up to 10% of its issued share capital through placements in the 12 month period following the receipt of Shareholder approval (the 10% Additional Placement Capacity ).

The Company is currently an ‘eligible entity’ for the purposes of Listing Rule 7.1A as the Company:

• (a) has a market capitalisation of less than $300 million; and

• (b) is not included in S&P/ASX 300 Index.

Through Resolution 5, the Company seeks Shareholder approval by way of a special resolution to have the ability to issue Shares under the 10% Additional Placement Capacity. Only fully paid ordinary Shares, ranking equally with the Company’s existing Shares will be issued. The Company will apply for any Shares issued under the 10% Additional Placement Capacity to be quoted on the ASX.

date, the Company has issued or agreed to issue up to 1,041,976 Shares (under Listing Rule 7.1). Therefore, as at the date of this Notice of Meeting, the Company has the capacity to issue 2,717,765 Shares under Listing Rule 7.1.

The exact number of Shares to be issued under the 10% Additional Placement Capacity will be determined at the time of issue taking into consideration the formula prescribed in Listing Rule 7.1A.2.

In addition to issues under rule 7.1, an eligible entity which has obtained the approval of the holders of its ordinary securities under 7.1A may issue or agree to issue during the period of the approval a number of equity securities calculated in accordance with the following formula:

(A x D) - E

• A = The number of fully paid ordinary securities on issue 12 months before the date of issue or agreement,

• » plus the number of fully paid ordinary securities issued in the 12 months under an exception in rule 7.2,

• » plus the number of partly paid ordinary securities that became fully paid in the 12 months,

• » plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under rule 7.1 or rule 7.4,

• » less the number of fully paid ordinary securities cancelled in the 12 months.

• D = 10%

• E = The number of equity securities issued or agreed to be issued under rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under rule 7.1 or 7.4.

Resolution 5 is a special resolution and therefore requires approval of at least 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Interaction with existing Listing Rule 7.1

If Resolution 5 is approved, the 10% Additional Placement Capacity will operate in addition to the ability of the Company to issue 15% of its issued Share capital without Shareholder approval under Listing Rule 7.1 (the 15% Placement Capacity). If the Company meets the Listing Rule requirements, Shares may be placed by the Company using part of the 10% Additional Placement Capacity and part of the 15% Placement Capacity.

The Company had 25,064,945 Shares on issue 12 months before the date of this Notice of Meeting. Since that

PAGE 11 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Issue Price (Listing Rule 7.3A.1)

The Company will only issue Shares under the 10% Additional Placement Capacity at an issue price of not less than 75% of the volume weighed average price (VWAP) for the Company’s Shares calculated over the 15 trading days (on which trades in Shares are conducted) immediately before either:

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

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

Risk of economic and voting dilution (Listing Rule 7.3A.2)

If Resolution 5 is approved by the Shareholders and the Company issues Shares under the 10% Additional Placement Capacity, the voting power of Shareholders in the Company may be diluted.

In accordance with Listing Rule 7.3A.2, the table below depicts the value of a placement made under the 10% Additional Placement Capacity on the basis of:

• a) three different assumed issue prices, including:

• (i) using the current market price, at 24 September 2012, being $2.44 (Current Market Price) ;

• (ii) where the Current Market Price has fallen by at least 50%; and

• (iii) where the Current Market Price has increased by 50%; and

• b) three different values for the variable “A” in the formula in rule 7.1A.2, including:

• (i) using the current number of Shares on issue 12 months before the date of this Notice (the Current Variable A );

• (ii) where there is 50% increase in the Current Variable A; and

• (iii) where the Current Variable A has doubled (ie 100% increase).

	Variable issue price
Variable A 10% of Variable A	50% decrease to Current Market Price - $1.22 Current market price – $2.44^ 50% increase to Current Market Price – $3.66
Current Variable A (25,064,945 Shares) 2,506,494 Shares	$3,057,923* placement $6,115,845 placement $9,173,768 placement
50% increase to Current Variable A (37,597,417 Shares) 3,759,741 Shares	$4,586,884 placement $9,173,768 placement $13,760,652 placement
100% increase to Current Variable A (50,129,890 Shares) 5,012,989 Shares	$6,115,847 placement $12,231,693 placement $18,347,540 placement
*rounded up to nearest dollar ^ as at 24 September 2012

*rounded up to nearest dollar ^ as at 24 September 2012

There is a risk that:

• a) the market price for the Company’s Shares may be significantly lower on the date of the issue of the Shares than on the date of approval under Listing Rule 7.1A (being the date of this Meeting); and

• b) the Shares may be issued at a price that is a discount to the market price for the Company’s Shares on the issue date.

If the Shares are issued as part of consideration for the acquisition of a new business or asset, the Company will not receive the deemed issue price in immediately available funds but instead will acquire one or more assets to the value of the deemed issue price.

The table above:

• » assumes the Company issues the maximum number of Shares permitted under the 10% Additional Placement Capacity although this may not actually occur;

• » does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Additional Placement Capacity, based on that Shareholder’s holding at the date of this Meeting; and

• » does not take into account any dilution as a result of placements under the 15% Placement Capacity.

PAGE 12 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Final date for issue (Listing Rule 7.3A.3)

The Company will only be capable of issuing and allotting Shares under the approval provided by Resolution 5 from the date of this Meeting until the earlier of:

• a) the anniversary of this Meeting, being 22 November 2013; or

• b) the date the Company’s 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).

Purpose (Listing Rule 7.3A.4)

The ability to issue Shares under the 10% Additional Placement Capacity will provide the Company with greater flexibility to fund (or partially fund) potential acquisitions or raise additional funds as and when the Company requires. This will enable the Company to continue to grow organically as well as consider the acquisition of complementary businesses. This may result in the issue of Shares using the 10% Additional Placement Capacity for cash consideration or for non-cash consideration.

Previous Approval (Listing Rule 7.3A.6)

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

Voting exclusion statement (Listing Rule 7.3A.7)

Please see the voting exclusion statement which follows Resolution 5. At the date of this Notice of Meeting, the Company has not approached and does not intend to approach any particular existing Shareholder or an identifiable class of existing Shareholders to participate in an issue of Shares under Listing Rule 7.1A. The ASX has issued guidance that in such circumstances no shareholder’s votes will generally be excluded as no shareholder would have an interest in the outcome of Resolution 5 that is potentially different from that of any other shareholder. As at the date of this Notice of Meeting, the Company expects that no existing Shareholder’s votes are likely to be excluded under the voting exclusion in this Notice of Meeting.

The Directors unanimously recommend that you vote in favour of the Resolution 5.

Shares were issued and agreed to be issued to fund the acquisition of Ward Consulting Services and this has utilised approximately 4% from the Company’s 15% Placement Capacity. The issue of the majority of those Shares is expected to take place in the first half of FY14.

Allotment Policy (Listing Rule 7.3A.5)

The Company’s allotment policy is to assess the market conditions at the time of issue of any Shares under the 10% Additional Placement Capacity. The identity of one or more allottees and the number of Shares to be issued in a particular allotment will be determined on a case-by-case basis by the Board of the Company, having regard to:

• a) the amount of cash then held by the Company;

• b) the dilution effect of the issue of Shares and any subsequent effect on the control of the Company; and

• c) advice from corporate, financial and broking advisers (as required).

For an allotment of Shares under the 10% Additional Placement Capacity to one or more vendors in an acquisition, the Company will also consider the value and nature of the business or asset being acquired following a thorough due diligence process. The Company will release a valuation of any non-cash consideration (ie an asset or business) to the market.

At this stage the Company is not able to anticipate the expected timing of an issue of Shares under the 10% Additional Placement Capacity. The Company has no current intention to undergo a placement (whether for cash or non-cash consideration) and is therefore not in a position to determine whether it will issue Shares to existing and/or new Shareholders.

PAGE 13 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

nominAtion

22 October 2012

The Directors Energy Action Limited Level 5, 56 Station Street Parramatta NSW 2150

I, Danielle Aquilina, being a Shareholder of Energy Action Limited, nominate the firm Ernst & Young for the appointment of auditor at the Annual General Meeting scheduled for 22 November 2012.

Yours Sincerely

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Danielle Aquilina

PAGE 14 ENERGY ACTION LIMITED (ACN 137 363 636) NOTICE OF 2012 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

GLossAry

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----- Start of picture text -----

the annual report of Energy Action that includes the financial report, the Directors' report and the
Annual Report
independent Auditor’s report for the period ended 30 June 2012
ASX ASX Limited
Board board of Directors of Energy Action Limited
In relation to a member of the Key Management Personnel, means the member’s spouse, child
or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s
Closely Related Party family who may be expected to influence or be influenced by the member in the member’s
dealing with Energy Action (or the Energy Action Group), and any company the member controls.
Company Energy Action Limited (ACN 137 363 636)
Constitution the constitution of Energy Action Limited
Corporations Act the Corporations Act 2001 (Cth)
Directors the directors of Energy Action Limited
Energy Action Energy Action Limited (ACN 137 363 636)
Means those persons having authority and responsibility for planning, directing or controlling the
Key Management Personnel activities of Energy Action, whether directly or indirectly including any director (whether executive
and non-executive) of the entity.
Listing Rules Listing Rules of ASX
Notice of Meeting this notice of Meeting and any notice of any adjournment of the Meeting
Shares a share in Energy Action
Shareholder a registered holder of one or more Shares
----- End of picture text -----

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www.energyaction.com.au

LODGE YOUR VOTE



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Energy Action Limited ACN 137 363 636

www.linkmarketservices.com.au

ONLINE

By mail:  Energy Action Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1800 451 641 Overseas: +61 2 8280 7786

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Energy Action Limited (the Company) and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2:30pm on Thursday, 22 November 2012, at Holiday Inn 18-40 Anderson St, Parramatta, NSW and at any adjournment or postponement of the meeting.

Chairman authorised to exercise proxies on Remuneration Report: If I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of resolution 3 (and in respect of any motion for amendment of, or any procedural motion relating to, that resolution), even though this resolution is (and any such motion may be) connected directly or indirectly with the remuneration of a member of the key management personnel for Energy Action, and even though the Chairman is a member of the key management personnel.

Direction to Chairman for Remuneration Report: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default) but I/we have not marked any of the boxes opposite resolution 3 (Adoption of Remuneration Report) in Step 2 below, I/we nevertheless hereby direct the Chairman of the Meeting to vote in favour of resolution 3.

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour of the resolutions 1, 2, 4 and 5, if a poll is called on the relevant resolution.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Re-election of Mr Paul Meehan as Appointment of Auditor Director Resolution 2 Resolution 5 Election of Mr Murray Bleach as Approval of 10% Additional Placement Director Capacity Resolution 3 ** Adoption of Remuneration Report

 * If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

**If you do not mark any of the boxes opposite resolution 3 and have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), you are directing the Chairman of the Meeting to vote in favour of resolution 3 (under Step 1 above). If you do not wish to give the Chairman of the Meeting such a directed proxy, you should mark the appropriate box, directing your proxy to vote against, or to abstain from voting on, resolution 3.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)

Sole Director and Sole Company Secretary

Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Director

Director/Company Secretary (Delete one)

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

EAX PRX201

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person or body corporate in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

Voting on Resolutions – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each resolution. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on any resolution, your proxy may vote as he or she chooses. If you mark more than one box on a resolution your vote on that resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to each resolution. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received by 2:30pm on Tuesday, 20 November 2012, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Energy Action Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

LODGE YOUR VOTE



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Energy Action Limited ACN 137 363 636

www.linkmarketservices.com.au

ONLINE

By mail:  Energy Action Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1800 451 641 Overseas: +61 2 8280 7786

X99999999999

X99999999999

SHAREHOLDERS QUESTIONS

Please use this form to submit any questions about Energy Action Limited (“the Company”) that you would like us or our auditor to respond to at the Company’s 2012 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.

This form must be received by the Company’s shares registrar, Link Market Services Limited or by the Company Secretary of Energy Action Limited, by Thursday 15 November 2012.

Questions will be collated and during the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible. Where appropriate, the Chairman of the Meeting will give a representative of the Company’s auditor the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

Question(s)

My question relates to (please mark the most appropriate box)

1) Performance or financial report Remuneration Report The audit

A resolution being put to the AGM General suggestion Sustainability/Environment Other Future direction

2) Performance or financial report A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other The audit Future direction