ENERGY ONE LIMITED — Proxy Solicitation & Information Statement 2007

Nov 22, 2007

23 November 2007

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ENERGY ONE LIMITED (ABN 37 076 583 018)

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Members of Energy One Limited will be held at the offices of Energy One on Level 2, 122 Pitt Street, Sydney, NSW at 9:00 a.m. on Monday the 7[th] of January 2008.

SPECIAL BUSINESS

1. On market buy-back of the Company’s shares

The Directors believe that restructuring of Energy One’s capital, currently represents the best use of the Company’s capital given Energy One’s current share price and cash reserves.

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

"That, for all purposes, the Company be authorised, to use its discretion to perform an on market buy-back of up to 4,423,877 fully paid ordinary shares in Energy One Limited subject to the conditions set out in the Explanatory Notes Item 1, be approved.”

2. Issue of Options to Executive Director, under EOP

Having sought independent advice relating to Energy One’s Executive and Directors Options plan the Company will, subject to shareholder approval, issue new options to Executives and selected Non Executive Directors.

The options to acquire shares in Energy One will have a strike price of 22cents (this is 57% above the current share price of 14 cents). The options package also contains certain share price hurdles, which if achieved will provide Total Shareholder Returns of 45% per annum, compounded for three years.

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

"That, for all purposes including ASX Listing Rules 7.1 and 10.14, the board of directors of the Company be authorised, pursuant to the Energy One Executive and Director Option Plan, to grant options to subscribe for fully paid ordinary Shares in the Company and to issue fully paid ordinary Shares following the valid exercise of any such options in the Company as follows:

Name	Position	Number	Value
Mr. Vaughan Busby	Chief Executive Officer	2,400,000	$24,240

in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes, be approved.”

3. Issue of Options to Non-Executive Director, under EOP

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

"That, for all purposes including ASX Listing Rules 7.1 and 10.14, the board of directors of the Company be authorised, pursuant to the Energy One Executive and Director Option Plan, to grant options to subscribe for fully paid ordinary Shares in the Company and to issue fully paid ordinary Shares following the valid exercise of any such options in the Company, as follows:

Name	Position	Number	Value
Mr. Andrew Bonwick	Non-Executive Director	300,000	$3,030

in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes, be approved."

4. Issue of Options to Non-Executive Director, under EOP

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

"That, for all purposes including ASX Listing Rules 7.1 and 10.14, the board of directors of the Company be authorised, pursuant to the Energy One Executive and Director Option Plan, to grant options to subscribe for fully paid ordinary Shares in the Company and to issue fully paid ordinary Shares following the valid exercise of any such options in the Company, as follows:

Name	Position	Number	Value
Mr. Ottmar Weiss	Non-Executive Director	600,000	$6,060

in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes, be approved."

OTHER BUSINESS

To transact any other business which may be lawfully brought forward in accordance with the Constitution and Corporations Act.

BACKGROUND

The purpose of the Executive and Directors Option Plans are:

• 1) Executives – to reward them for their employment and enable them to take advantage of the tax incentives associated with the plan.

• 2) Directors – to cover a portion of their fees based on the current calculated price of the options with appropriate KPI’s.

• 3) Managing Director – to reward him if he achieves an appropriate KPI of 45% total shareholder returns per annum compounded over a three-year period and reward him on a basis of 60% fixed remuneration and 40% performance based remuneration over that time.

Ian Ferrier Chairman

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VOTING INSTRUCTIONS

Voting entitlement

For the purposes of the Annual General Meeting, only those persons holding Shares at 9.00 am on 7 January 2008 will be treated as shareholders. This means that if you are not the registered holder of a relevant Share at that time you will not be entitled to vote in respect of that Share.

Voting exclusion statement

The company will disregard any votes cast on resolutions 2, 3 and 4 by any director of the company or an associate, other than Mr Ian Ferrier and his associates who are specifically excluded from benefiting from an issue of Shares under any of the Plans.

However, the company need not disregard a vote if:

• 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

• 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.

How to vote

You may vote by attending the meeting in person or by proxy or a body corporate can appoint a corporate representative.

Voting in person

You may vote in person by attending the meeting. The meeting details are at the front of this Notice of Meeting.

Voting by proxy

A shareholder who is entitled to attend and vote at the meeting may appoint a person as the shareholder’s proxy to attend and vote on behalf of the shareholder. Proxies need not be shareholders of the company.

A shareholder who is entitled to attend and cast two or more votes at the meeting may appoint not more than two proxies to attend and vote on behalf of the shareholder.

Where two proxies are appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights.

Any person who is a joint holder of Shares may appoint a proxy by completing the proxy form attached to this notice of meeting. If more than one joint holder appoints a proxy or seeks to vote personally at the meeting, then the person whose name stands first on the register shall alone be entitled to vote.

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

If you wish to vote by proxy, please complete and sign the proxy form included with this notice of meeting and return it to the company secretary, Energy One Limited so that it is received no later than 9.00 am on 7 January 2008:

by mail (use the reply paid envelope) by facsimile 02-8252-9888 by delivery Level 2, 122 Pitt Street, Sydney, NSW 2000

If the proxy form is not received by the time stated above it will be invalid.

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EXPLANATORY NOTES

IMPORTANT NOTICE

These Explanatory Notes are an explanation of, and contain information about, the Resolutions to be considered at the Extraordinary General Meeting and are set out in the accompanying Notice of Extraordinary General Meeting to assist Shareholders to determine how they wish to vote on the Resolutions.

Shareholders should read this Explanatory Notes in full because individual sections do not give a comprehensive review of the Resolutions. This Explanatory Statement forms part of the accompanying Notice of Extraordinary General Meeting and should be read together with the Notice of Extraordinary General Meeting.

If you are in doubt about what to do in relation to the Resolutions contemplated in these Explanatory Notes, you should consult your financial or other professional advisor.

Item 1 - On market buy-back of the Company’s shares

Capital management

The Board of Energy One has been considering a number of alternatives as part of its ongoing capital management program.

The Directors believe that restructuring of Energy One’s capital, currently represents the best use of the Company’s capital given Energy One’s current share price and cash reserves and that a reduction in the total number of issued shares will result in a more efficient capital structure for the Company.

Shareholder approval is required when the Company intends to buy back more than 10% of its issued capital during a 12-month period

On-market buy-back conditions

Subject to shareholder approval commence an on-market buy back of up to 4,423,877 fully paid ordinary shares in Energy One representing up to 20% of Energy One’s issued shares (calculated on the basis of current issued capital 22,119,384 shares).

The period of the buy back will be between the 8[th] of January 2008 and the 31[st] of December 2008.

The Company will use its discretion as to the parcel sizes and the price paid for any given parcel of shares. At the end of the 12-month period the Company may have bought back anywhere from 0 to 4,423,877 ordinary shares.

Based on the last traded share price of 10 cents, 4,423,877 shares would represent a buy back cost of approximately $0.44 million to the Company.

The Company currently has 22,119,384 ordinary shares on issue. On a full completion of the on-market buy-back, the total issued capital will be reduced to 17,695,507 shares.

The Directors do not believe that the proposed buy-back will have any material adverse effects on the prospects of the Company. As at 31 October 2007 Energy One had a cash balance of $5.0M.

Austock Securities will be the broker who will act on the Company’s behalf. Directors will not eligible to sell into the on-market share buy back.

An on-market buy back is also governed by corporate legislation and the ASX listing rules. Any shares that are bought back by the Company will be cancelled and ASIC notified.

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Items 2, 3 and 4 - Issue of Options to an Executive Director and Non-Executive Directors, under EOP

The EOP was approved by shareholders on 2[nd] April, 2007.

The EOP allows the Company to grant options or rights to acquire ordinary Shares in Energy One to selected key employees and selected Non-Executive Directors, subject to satisfying performance and service conditions set down at the time of offer.

Operation of Plan

The Board may offer options or rights to acquire Shares to invited employees having regard to their actual and potential contribution to the Company. The consideration for the options or rights will be an amount equal to the exercise price. The exercise price for options will be determined by reference to the weighted average market price of Energy One Shares up to and including the date of grant of the option or such other date or period as the Board determines. The exercise price for performance rights will be nil or such amount as the Board determines.

Options and rights cannot be transferred. Options and rights will not be quoted on ASX. Shares issued under EOP on the exercise of the options or rights will rank equally with other ordinary Shares of the Company and will be listed.

An option or right may only be exercised by a date determined by the Board (First Exercise Date) and will lapse, if not exercised, at a date determined by the Board (Last Exercise Date) not exceeding 10 years, subject to applicable performance hurdles and other restrictions set in the offer letter. An unexpired option or right will also lapse on a date six months after a participating executive dies, retires, is made redundant or becomes disabled, or the date one month after the participating executive ceases to be employed by the Energy One group for any other reason.

Limitation on Issues

The number of Shares that may be issued under the EOP is set with regard to the limits prescribed by the Australian Securities and Investments Commission with respect to employee share scheme offers made without a prospectus. Currently these limits provide that the number of Shares that may be issued when aggregated with the number of Shares issued during the previous 5 years from Share issues under all employee Share schemes established by the company (including as a result of exercise of options to acquire Shares granted during the previous 5 years under any such employee share scheme) must not exceed five (5) percent of the total number of Shares on issue disregarding certain unregulated offers.

A copy of the EOP Plan Rules may be requested from the Company Secretary.

Shareholder approval is sought for Mr. Vaughan Busby, Managing Director, and selected Non-Executive Directors listed below, pursuant to the Energy One Executive and Director Option Plan (the “Plan”), to be granted options to subscribe for fully paid ordinary Shares in the Company and for the Company to issue fully paid ordinary Shares following the valid exercise of any such options in the Company as follows:

Name Position	Number
Mr. Vaughan Busby Chief Executive Officer Mr. Andrew Bonwick Non-Executive Director Mr. Ottmar Weiss Non-Executive Director	2,400,000 300,000 600,000
	3,300,000

in accordance with the Energy One Executive and Director Option Plan Rules. This grant is subject to the conditions set out below.

Shareholder approval is required under ASX Listing Rule 10.14 because Messrs Busby, Bonwick and Weiss are Directors of the Company. ASX Listing Rule 10.15A requires this Notice of Meeting to include the following information in relation to the options which may be granted to the above named directors pursuant to the Plan.

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Exercise price of rights

The exercise price of the rights will be $0.22.

First exercise date for rights

The rights are exercisable in three tranches one-third each of the total issue becoming exercisable on the fulfilment of the performance condition and service vesting condition set out below or where a special circumstance arises giving rise to an earlier exercise.

Last exercise date for rights

All rights will lapse automatically if not exercised 60 months after the date of the grant of the options.

The date of grant of rights

If approved, the options, up to the amount approved, will be issued within 180 days of the approval.

Service Vesting Conditions

Options granted under the Plan to the directors will be subject to Service Vesting Conditions, as follows:

Tranche Number	First Exercise Date	Last Exercise Date
1	Grant Date + 12 months	Grant Date + 60 months
2	Grant Date + 24 months	Grant Date + 60 months
3	Grant Date + 36 months	Grant Date + 60 months

Performance Conditions

Performance conditions are deemed to be an essential component of all equity incentives. The proposed issue of options is designed to provide both motivation to perform and to provide a retention incentive.

In order for options to vest Energy One’s share price must reach the following hurdles:

Tranche 1 27.5 cents, Tranche 2 34.4 cents Tranche 3 43.0 cents

In addition the Executives and Directors have Service Vesting Conditions, as described above, attached to the options.

Estimated Value explained

The value assessed for the options will be calculated independently at the time of grant and the value will be expensed over the service period, in accordance with the Australian Accounting Standards (AASB 2).

For illustrative purposes only, if options were offered on 5[th] October 2007(effective valuation date) the options would have an estimated value as follows:

Input variable
Assumedgrant date forpurposes of the valuation*	5thOctober 2007
Energy One Share price	$0.140
Exerciseprice	$0.220
Risk free rate	6.453%
Estimated Dividend Yield	0.0%
Index K5510 Volatility**	13.13%
ExpiryDate	5years
Estimated value for illustrativepurposes***	$0.01

• Assumed grant date for valuation purposes.

• ** Given the recent volatility of the EOL share price due to the suspension of the electricity retailing business and the fact that this volatility is unlikely to be a representative going forward, an index volatility has been used for the purposes of these valuation estimates.

• *** The estimated value is the value before any adjustment for performance or service vesting conditions are applied

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Other Information

ASX Listing Rule 10.15A requires disclosure of additional information in relation to offers of options to Directors, including: -

• Options issued under the EOP will not be listed on ASX;

• Shares issued under EOP to Directors will be offered for consideration equal to the exercise price of $0.22;

• Shares allocated, if any, on exercise of the options will rank pari passu in all respects with the Company's Shares listed on ASX;

• No Director has previously received Shares under EOP. Directors have previously (2[nd] April 2007) received options under the EOP as follows:

Name Position	Number
Mr. Vaughan Busby Chief Executive Officer Mr. Andrew Bonwick Non-Executive Director Mr. Ottmar Weiss* Non-Executive Director	2,400,000 300,000 600,000
	3,300,000

The strike price for these options is $1.15 with a TSR hurdle of 16.67% per annum compound;

• A voting exclusion statement is attached;

• Details of any options and/or Shares issued under EOP will be published in each annual report of the Company relating to the period in which options or Shares have been issued, and that approval for the issue of options or Shares was obtained under Listing Rule 10.14;

• Any additional persons who become entitled to participate in EOP after the resolution is approved who are not named in the notice of meeting will not participate until approval is obtained under Listing Rule 10.14 or a waiver received.

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GLOSSARY

In this Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Securities Exchange Limited ACN 008 624 691.

Board means the board of Directors of the Company.

Company or Energy One means Energy One Limited (ABN 37 076 583 018)

Constitution means the constitution of the Company.

Corporations Act or Corporations Regulations means the Corporations Act 2001(C[th] )

Director means Director of the Company

Extraordinary General Meeting means the general meeting of the company convened under the Notice of Meeting to which this Explanatory Memorandum is attached.

Listing Rules means the listing Rules of ASX and Rules means a particular rule of the Listing Rules as applicable.

Member is a shareholder entitled to vote at general meetings of the Company.

Notice of Extraordinary General Meeting means the notice of Extraordinary General Meeting that this Explanatory Memorandum accompanies and which the Resolutions are set out.

Option is an option to acquire Shares in the company on the terms specified and includes a right.

Performance Right or Right is a right to acquire a Share in the company on the terms specified and includes an option.

Resolutions means the resolutions referred to in the Notice of Extraordinary General Meeting and Resolution means any one of them, as the context requires.

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

Shareholder means the holder of a Share.

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Energy One Limited Please return your Proxy forms to: ABN 37 076 583 018 Energy One Limited Level 2, 122 Pitt Street, Sydney NSW 2000 GPO Box 3968, Sydney NSW 2001 «NameAddressField1» Telephone: +61 2 8252 9898 «NameAddressField2» Facsimile: +61 2 8252 9888 «NameAddressField3» ASX Code: EOL «NameAddressField4» «NameAddressField5» «NameAddressField6»

SRN: «NameAddressField»

APPOINTMENT OF PROXY

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

I/We being a member(s) of Energy One Limited and entitled to attend and vote hereby appoint

A The Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered security holder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 9:00am on Monday, 3 December 2007 and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from Energy One Limited. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

X

B To direct your proxy how to vote on any resolution please insert in the appropriate box below. X

Resolution 1

For Against Abstain*

Approve that, the Company buy-back, at its discretion and on-market, up to 4,423,877 fully paid ordinary shares in the Company as per the conditions detailed in Explanatory Notes Item 1, be approved.

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Resolution 2

For Against Abstain*

Approve that, for all purposes including ASX Listing Rules 7.1 and 10.14, the board of directors of the Company be authorised, pursuant to the Energy One Executive and Director Option Plan, to grant options to subscribe for fully paid ordinary Shares in the Company and to issue fully paid ordinary Shares following the valid exercise of any such options in the Company, as follows: Mr. Vaughan Busby – Chief Executive Officer 2,400,000 options, in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes, be approved.

Resolution 3

For Against Abstain*

Approve that, for all purposes including ASX Listing Rules 7.1 and 10.14, the board of directors of the Company be authorised, pursuant to the Energy One Executive and Director Option Plan, to grant options to subscribe for fully paid ordinary Shares in the Company and to issue fully paid ordinary Shares following the valid exercise of any such options in the Company, as follows: Mr. Andrew Bonwick – Non-Executive Director 300,000 options, in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes, be approved.

Resolution 4

For Against Abstain*

Approve that, for all purposes including ASX Listing Rules 7.1 and 10.14, the board of directors of the Company be authorised, pursuant to the Energy One Executive and Director Option Plan, to grant options to subscribe for fully paid ordinary Shares in the Company and to issue fully paid ordinary Shares following the valid exercise of any such options in the Company, as follows: Mr. Ottmar Weiss - Non-Executive Director 600,000 options, in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes, be approved.

• If you mark the Abstain box for a particular Item, 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.

C SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1(Individual)		Joint Securityholder 2(Individual)		Joint Securityholder 3(Individual)
Sole Director and Sole Company Secretary		Director/Company Secretary (Delete one)		Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’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 securityholder’s constitution and the Corporations Act 2001 (Cwlth).

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