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ENERGY ACTION LIMITED AGM Information 2021

Oct 21, 2021

64812_rns_2021-10-21_edc4d6cd-1763-450e-883e-4dac9478d9a6.pdf

AGM Information

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22 October 2021

Dear Shareholder,

On behalf of the Board of Energy Action Limited ( Energy Action or the Company ), I am pleased to invite you to attend the 2021 Annual General Meeting ( AGM ) of Energy Action. Enclosed is the Notice of Meeting setting out the business of the AGM.

Energy Action’s 2021 AGM will be held on Wednesday, 24 November 2021 commencing at 10:00am (Sydney time).

Energy Action is focussed on ensuring the health and safety of shareholders and its team members whilst maximising the opportunity for shareholders to participate in the AGM. Accordingly, given the uncertainty around applicable COVID-19 rules which may be in place at the time of the meeting relating to in-person gatherings, the Board has decided to hold this year’s meeting as an online (virtual) meeting.

Our virtual 2021 AGM will provide you with similar opportunites online as you would have attending a meeting in person. You will be able to view presentations, as well as vote and ask questions or make comments live during the meeting. A dial-in teleconference will also be available to shareholders.

Further details on how to participate in the AGM online are set out in the attached Notice of Meeting and in the Link Group Online Platform Guide.

The Online Platform Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully log in and navigate the site. The Online Platform Guide will be released to the ASX and is also available on our website at https://energyaction.com.au/about/investors/annual-general-meetings.html.

I encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider lodging a directed proxy in advance of the meeting by following the instructions on the Proxy Form.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Energy Action unanimously recommend that shareholders vote in favour of all resolutions to be proposed at the AGM.

Thank you for your continued support of Energy Action and I look forward to your online attendance.

In the event that Energy Action needs to make alternative arrangements for the AGM, information will be lodged with the ASX at www.asx.com.au (ASX:EAX) and on Energy Action’s website - - https://energyaction.com.au/about/investors/annual general meetings.html

.

Yours faithfully.

Mr Murray Bleach

CHAIRMAN

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Energy Action Limited ACN 137 363 636 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders of Energy Action Limited ACN 137 363 636 ( Energy Action or the Company ) will be held:

Date: Wednesday, 24 November 2021

Time: 10:00am (Sydney time) Venue: online via https://agmlive.link/EAX21

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.

Further details on how to participate in the AGM are set out in the attached Notice of Meeting and in the Link Group Online Platform Guide.

The Online Platform Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step by step guide to successfully logging in and navigating the site. The Online Platform Guide will be - released to the ASX and is also available on our website at (https://energyaction.com.au/about/investors/annual - general meetings.html).

It is recommended that shareholders log in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting on a supported web browser on their computer or online device. To log in to the Meeting, shareholders will need their Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ), which is printed at the top of their Proxy Form, along with their postcode.

Proxyholders will need a proxy code to log in. This will be provided by the share registry via email within 24 hours prior to the Meeting.

Shareholders will need to contact Link Market Services on +61 1800 990 363 prior to the Meeting (by 23 November 2021) to obtain a personalised PIN number in order to ask a question or make a comment via the telephone.

Shareholders will need to dial 1800 717 441 or +61 2 9189 2004 on the day of the AGM with their unique PIN.

A. CONSIDERATION OF REPORTS

The first item of business is to receive and consider the Financial Report, the Directors’ Report, and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2021.

All shareholders can view the Company’s Annual Report which contains the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the year ended 30 June 2021 on the Company’s website at https://energyaction.com.au/about/investors/.

Shareholders are not required to vote on this item.

B. QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chairman of the Meeting will give shareholders a reasonable opportunity to ask questions about, or make comments on the business of the meeting or the management of the Company.

The Company’s external Auditor, RSM Australia Partners ( Auditor ), will attend the meeting and there will be a reasonable opportunity for shareholders to ask the Auditor questions relevant to:

  • a. the conduct of the audit;

  • b. the preparation and content of the Independent Auditor’s Report;

  • c. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

  • d. the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit.

C. ITEMS FOR APPROVAL

Resolution 1. Re-election of Director Mr Paul Meehan

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

"That Paul Meehan, a Director of Energy Action Limited who retires in accordance with clause 46.2 of the Constitution, and being eligible for re-election, is re-elected as a Director of Energy Action Limited."

Resolution 2. Re-election of Director Mr Bruce Macfarlane

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

“That Mr Bruce Macfarlane who having been appointed by the Board of the Company since the last annual general meeting, retires in accordance with clause 45.2 of the Constitution of the Company and being eligible, offers himself for re-election, as a Director of the Company”.

Resolution 3. Remuneration Report

To consider and if thought fit, pass the following as a non-binding ordinary resolution of the Company:

That the Company’s Remuneration Report for the financial year ended 30 June 2021, be adopted.”

The Remuneration Report is contained in the 2021 Annual Report (available at https://energyaction.com.au/about/investors/). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

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

  • a. a member of the Key Management Personnel ( KMP ) whose remuneration details are included in the 2021 Remuneration Report; or

  • b. a closely related party of such a KMP (including close family members and companies the KMP controls).

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 above and either:

  • a. the proxy appointment is in writing that specifies the way the proxy is to vote on the resolution; or

  • b. the vote is cast by the chair of the Meeting and the appointment of the chair as proxy: i. does not specify the way the proxy is to vote on the resolution; and

  • ii. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act 2001 (Cth) ( Act ).

In accordance with section 250BD of the Act, a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Resolution 4. Ratification of issue of Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue on 25 February 2021 of a total of 1,034,483 fully paid ordinary shares in Energy Action (Shares) at an issue price of A$0.29 per Share, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, is ratified.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour on Resolution 4 by or on behalf of:

  • a. Mr Macfarlane or Ms Miller who participated in the issue; or

  • b. an associate of Mr Macfarlane and Ms Miller.

However, this does not apply to a vote cast in favour of Resolution 4 by:

  • a. a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or

  • b. the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman of the Meeting decides; or

  • c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and

  • ii. the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Kim Bradley-Ware Company Secretary 22 October 2021

Company Secretary

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7:00 pm (Sydney time) on Monday, 22 November 2021 (being two days before the date of the Meeting) will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) (the Act ) to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

To be effective, the proxy must be received at the Share Registry of the Company no later than 10:00am (Sydney time) on Monday, 22 November 2021 (48 hours before the AGM). Proxies must be received before that time by one of the following methods:

Online (preferred): www.linkmarketservices.com.au BY MAIL : Energy Action Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX : 02 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia) BY HAND : Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am to 5:00pm) and subject to public health orders and restrictions.

ALL ENQUIRIES TO:

Telephone: 1300 554 474 Overseas: +61 1300 554 474

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

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Power of Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10:00am (Sydney time) on Monday, 22 November 2021, being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company’s representative. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IMPORTANT: If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on Resolution 3, then by submitting the proxy form you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP.

Voting at the Meeting

It is intended that voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands.

SHAREHOLDER QUESTIONS – SUBMITTED PRIOR TO THE MEETING

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Please log onto www.linkmarketservices.com.au select Voting then click ‘Ask a Question’, or alternatively submit the enclosed AGM Question Form.

This includes any questions for the Chairman or RSM (our external auditor).

To allow time to collate questions and prepare answers, please submit any questions by 10:00am (Sydney time) on Monday, 15 November 2021 (being no later than the fifth business day before the AGM is held). Questions will be collated and, during the AGM, the Chairman will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.

CONDUCT OF MEETING

Energy Action is committed to ensuring that its shareholder meetings are conducted in a manner which provides those shareholders (or their proxy holders) who attend the meeting with the opportunity to participate in the business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about the Company generally. Energy Action will not allow conduct at any shareholder meeting which is discourteous to those who are present at the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chairman of the Meeting will exercise his powers as the Chairman to ensure that the meeting is conducted in an orderly and timely fashion, in the interests of all attending shareholders.

In the event that technical issues arise, Energy Action will have regard to the impact of the technical issues on shareholders participating and casting votes online and the Chairman of the Meeting may, in exercising his powers as the Chairman, issue any instructions for resolving the issue and may continue the meeting if it is appropriate to do so.

PARTICIPATION IN THE AGM

There are a number of ways shareholders and interested parties can participate in the AGM:

  • Online : shareholders and proxyholders are encouraged to participate in the AGM online, which will allow them to view presentations, ask questions in writing and vote.

  • Teleconference : for shareholders and proxyholders who are unable or do not wish to access the meeting online, this will allow them to listen to the meeting live and ask questions on the telephone, (but not vote). Shareholders will need to contact +61 1800 990 363 to pre-register by 23 November 2021 to obtain their unique PIN. Shareholders will need to dial 1800 717 441 or +61 2 9189 2004 on the day of the AGM with their unique PIN.

ENCLOSURES

Enclosed are the following documents:

  • proxy form to be completed if you would like to be represented at the AGM by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Energy Action’s share registry’s website at www.linkmarketservices.com.au to ensure the timely and cost effective receipt of your proxy;

  • a reply paid envelope for you to return the proxy form.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of the Company (S hareholders ) in relation to the business to be conducted at the Company’s AGM to be held on Wednesday, 24 November 2021.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each resolution.

Resolutions 1, 2 and 4 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution. Resolution 3, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolution 1. Re-Election of Director – Paul Meehan

Mr Paul Meehan was last re-elected a Non-executive Director of Energy Action at the company’s Annual General Meeting in 2019. He has been a Non-Executive Director of the private company from its inception in 2003.

Paul Meehan retires from office in accordance with clause 46.1 of the Constitution at the conclusion of the AGM and being eligible, offers himself for re-election as a Director of the Company. If shareholders do not approve the re-election of Paul Meehan then Paul Meehan will cease to be a Director at the conclusion of the Meeting. ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Mr Meehan is a practising lawyer with over 25 years’ experience and expertise advising in all facets of the law with a range of clients from S&P / ASX 50 ASX listed companies to individuals buying their first home.

Mr Meehan has his own legal practice in the suburban area of Sydney with approximately 25 employees.

Mr Meehan is also a Non-executive Director of First Commercial Realty Pty Ltd (trading as LJ Hooker Commercial Macarthur), one of the largest commercial real estate offices in the South West of Sydney.

Mr Meehan completed his legal studies through the Law Extension Committee, Sydney University (SAB) and holds a Diploma in Law (SAB).

Mr Meehan is a Member of each of the Audit & Risk Management and Nomination & Remuneration Committees.

The Board considered whether Paul Meehan has any interest, position or relationship that may interfere with his independence as a Director, having regard to the relevant factors as set out in the ASX Corporate Governance Council Principles & Recommendations (4th edition) ( ASX Principles ). The Board considers that Paul Meehan (if re-elected), will continue to be a Non-independent Director, by virtue of his substantial shareholding and his length of tenure on the Board.

Prior to submitting himself for election, Paul Meehan has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.

The Board supports the re-election of Paul Meehan as he contributes to the Board significant experience in the areas of legal, commercial negotiation and governance, as well as complementing the skills of the existing directors.

For the reasons set out above, the Directors, with Paul Meehan abstaining, unanimously recommend Shareholders vote in favour of Resolution 1.

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Resolution 2. Re-Election of Director – Bruce Macfarlane

Bruce Macfarlane was appointed as a non-executive Director of the Company on 25 February 2021 and (as announced to the ASX on 23 September 2021) has been acting in the role of Chief Executive Officer on an interim basis since 23 September 2021. Bruce Macfarlane is seeking re-election to the Board as a an Executive Director.

Clause 45.2 of the Company’s Constitution requires that any Director appointed by the Board since the previous annual general meeting automatically retires at the next annual general meeting and is eligible for election by that general meeting.

Pursuant to clause 45.2 of the Company’s Constitution, Bruce Macfarlane will retire as a director of the Company at the AGM. Being eligible, he offers himself for re-election as a director.

Bruce Macfarlane has over 20 years’ experience in the energy utilities industry. He originally worked as a Mining Engineer at Mount Isa Mines and BHP Australia Coal. Moving into energy utilities in 1999, when he joined Genesis Power in New Zealand as an Energy Trader.

Bruce Macfarlane co-founded BidEnergy (since renamed Bill Identity, ASX:BID). He created BidEnergy’s Blueprint, structuring BID’s information architecture, and wrote the company’s initial sales collateral, standard contract and Service Level Agreement.

As an investor in Energy Action Bruce Macfarlane has actively helped to improve the Company’s capability. Mr MacFarlane has helped establish a new technological technical team, complete project management of the CRM Business Transformation Project, and establish governance and technology strategy.

Bruce Macfarlane holds a Bachelor of Engineering (Mining) from the University of Auckland, and a Master of Commerce (Economics) from the University of Canterbury, New Zealand.

Mr Macfarlane is not currently considered an independent director as he is a substantial shareholder of the Company and is currently acting as interim Chief Executive Officer, however the Board considers that Mr Macfarlane brings quality independent judgement to bear on all relevant issues.

Mr Macfarlane is a member of the Audit & Risk Management Committee and Remuneration and Nomination Committee.

Prior to submitting himself for election, Bruce MacFarlane has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.

The Board supports Mr Macfarlane’s election as a Non-Executive Director as Mr Macfarlane provides a valuable contribution to the Board and Company, specifically in relation to technology products and energy matters.

Resolution 3. Adoption of Remuneration Report

As required by section 250R(2) of the Act, a resolution that Energy Action’s Remuneration Report be adopted will be put to the vote. Section 250R(3) of the Act provided that the vote on this resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into account in setting remuneration policy for future years.

Shareholders can view the full Remuneration Report in the Annual Report which is available on Energy Action’s website at https://energyaction.com.au/about/investors/.

Following consideration of the Remuneration Report, the Chairman of the Meeting will give shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

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

Resolution 4. Ratification of issue of Placement Shares

Background about the Placement

On 9 February 2021, the Company announced details of a placement to Mr Bruce Macfarlane to subscribe for new Energy Action Limited fully paid ordinary shares at a price of $0.29 cents per share, to raise approximately $0.3 million ( Placement ).

The Placement of 1,034,438 shares were issued on 25 February 2021.

The funds raised from the Placement will be used to support the Company’s growth strategy.

Specific information about Resolution 4

Under ASX Listing Rule 7.1, a listed entity must obtain ordinary shareholder approval if it wants to issue, or agree to issue, more than 15% of its equity securities over any 12-month period based on the number of fully paid ordinary securities it had on issue at the start of that 12 month period. As described above, the Placement was made within the 15% limit permitted under ASX Listing Rule 7.1 and without shareholder approval, thereby reducing the Company’s remaining available capacity. ASX Listing Rule 7.4.2 provides that shareholders may approve an issue of, or agreement to issue, securities after the fact so that the securities issued are regarded as having been made with approval for the purpose of ASX Listing Rule 7.1.

The Company is seeking approval of Resolution 4 for the purposes of ASX Listing Rule 7.4 to enable the Company to refresh its issuing capacity under ASX Listing Rule 7.1, thereby providing the Company with the flexibility to issue further securities under ASX Listing Rule 7.1 if the need arises in the next 12 months.

If shareholders approve Resolution 4, the issue will be excluded in calculating Energy Action’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue of the shares.

If shareholders do not approve Resolution 4, the issue will be included in calculating Energy Action’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue of the shares.

For the purposes of ASX Listing Rule 7.5, the following information is provided:

  • shares under the Placement have been issued to Bruce Macfarlane and Linda Miller.

  • the number of shares issued under ASX Listing Rule 7.1 and the Placement was, 1,034,438 shares.

  • • the shares issued under the Placement are fully paid ordinary shares which rank equally with all other existing shares from the date of issue.

  • the shares under Placement were issued on 25 February 2021.

  • the shares issued under the Placement were issued at a price of $0.29 cents per share.

  • the purpose of the issue was to fund the general working capital of the business.

  • a Voting Exclusion Statement accompanies Resolution 4 in the Notice of Meeting.

The Directors unanimously recommend Shareholders vote in favour of Resolution 4.

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Energy Action Limited

ACN 137 363 636

LODGE YOUR VOTE

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ONLINE www.linkmarketservices.com.au

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

BY FAX +61 2 9287 0309

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 BY HAND
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Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

FOR ALL ENQUIRIES CALL: Telephone: +61 1300 554 474

PROXY FORM

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

APPOINT A PROXY

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Name
Email
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OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name of the person or body corporate you are Meeting (mark box) appointing as your proxy and email address in these boxes. Email

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Wednesday, 24 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/EAX21 (refer to details in the Notice of Meeting).

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

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

VOTING DIRECTIONS

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 T

Resolutions

  • For Against Abstain *

  • 1 Re-election of Director Mr Paul Meehan

  • 2 Re-election of Director Mr Bruce Macfarlane

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  • 3 Remuneration Report

  • 4 Ratification of issue of Placement Shares

  • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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 PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER 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 PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item 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.

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 that form. 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; and

  • (b) return both forms together.

SIGNING INSTRUCTIONS

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Monday, 22 November 2021, 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).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

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* Level 12 680 George Street Sydney NSW 2000

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.

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

  • Chrome – Version 44 & 45 and after

  • Firefox – 40.0.2 and after

  • Safari – OS X v10.9 & OS X v10.10 and after

  • Internet Explorer 9 and up

  • Microsoft Edge - 92.0 and after

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/EAX21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

  • On the left – a live audio webcast of the Meeting

  • On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

  • At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

  • a) Land line or mobile phone

  • b) The name and securityholder number of your holding/s

  • c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by 5:pm on 23 November 2021.

Joining the Meeting via Phone

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.

Step 1

From your land line or mobile device, call: 1800 717 441 or +61 2 9189 2004

Step 2

You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.

Step 3

Step 3

When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

Australia T +61 1800 990 363 E [email protected]

1487.7 04/21 ISS2