ENERGY ONE LIMITED — Proxy Solicitation & Information Statement 2007

Feb 28, 2007

1 March 2007

Company Announcements Office ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Notice of EGM re Directors Options Package

The Board of Directors has resolved to issue the following options package to Directors of Energy One subject to shareholder approval. An extraordinary shareholders meeting will be held at Energy One premises on 02 April 2007.

The options package forms part of the Directors remuneration over the next 3 years. For directors this proposal is part of the total annual fee of \$50,000 per annum. The Managing Director package is a short and long term incentive proposal.

Andrew Bonwick Non Executive Director	$300,000$ options
Ottmar Weiss *	600,000 options
Vaughan Busby - Managing Director	2,400,000 options

* Appointment to be finalised within the next four weeks.

In order for the full number of options to vest a Total Shareholder Return (TSR) of 16.67% compound must be achieved over the next three years as well as certain service conditions being met.

The Chairman, Mr lan Ferrier will not be issued with any options. Mr Ferrier intends to vote his shareholding in favour of the resolution.

The pricing of the options will be as follows:

• Option Life 5 years
• 33.33%, 33.33% and 33.34% vesting after 1, 2 and 3 years respectively
• Volatility 25%
• Risk Free Rate 6.00%
• Estimated dividends Nil
• Current share price \$1.19 (As at 6th February 2007)
• Exercise price \$1.15
• Estimated Fair Value of Option \$0.25

Shareholders have been sent a full information and voting package today. The package contains details of the proposal, advice received from Mr Ian Chrichton of CRA Plan Managers Pty Ltd, the advisor to the Board on this matter, and contact for any queries.

Joshua Rudd Company Secretary

Sydney Office Level 2, 122 Pitt Street Sydney NSW 2000 GPO Box 3968 Sydney NSW 2001 P 1300 137 522 F 1300 886 064

Queensland Office Level 2, Waterside East, 10 Holden Place Bundall QLD 4217 PO Box 4953 Gold Coast Mail Centre QLD 9726 P 07 5574 3810 F 07 5574 3812

enquiries@energyone.com.au www.energyone.com.au ABN 37 076 583 018

28 February 2007

«NameAddress I» «NameAddress 2» «NameAddress 3» «NameAddress 4» «NameAddress 5»

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 10:00 a.m. on Monday 2nd of April 2007.

SPECIAL BUSINESS

$\mathbf{L}$ Executive and Director Option Plan ("EOP")

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

"Approve the adoption of, and future issues under the Energy One Executive Option Plan as set out in the Explanatory Notes Item I accompanying this Notice of Meeting for all purposes, but particularly for the purposes of Listing Rule 7.2 exception 9. The EOP is a new equity incentive plan and no issues have been made under this plan to date."

$2.$ Energy One Exempt Employee Share Plan ("EESP")

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

"Approve the adoption of, and future issues under the Energy One Exempt Employee Share Plan, as set out in the Explanatory Notes Item 2 accompanying this Notice of Meeting for all purposes, but particularly for the purposes of Listing Rule 7.2 exception 9. The ESSP was first introduced at the time of the Initial Public Offering in January 2007. 11,000 Shares have been issued under this plan to date."

3. Energy One Deferred Employee Share Plan ("DESP")

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

"Approve the adoption of, and future issues under the Energy One Deferred Employee Share Plan, as set out in the Explanatory Notes Item 3 accompanying this Notice of Meeting for all purposes,

Sydney Office Level 2, 122 Pitt Street Sydney NSW 2000 GPO Box 3968 Sydney NSW 2001 P 1300 137 522 F 1300 886 064

Queensland Office Level 2, Waterside East, 10 Holden Place Bundall QLD 4217 PO Box 4953 Gold Coast Mail Centre QLD 9726 P 07 5574 3810 F 07 5574 3812

enquiries@energyone.com.au www.energyone.com.au ABN 37 076 583 018

but particularly for the purposes of Listing Rule 7.2 exception 9. The ESSP was first introduced at the time of the Initial Public Offering in lanuary 2007. 12,000 Shares have been issued under this plan to date."

Issue of Options to Mr. Vaughan Busby, Chief Executive Officer, under EOP $\overline{\mathbf{4}}$ .

If Resolution 1 is passed, 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 2,400,000 options to Mr. Vaughan Busby, Chief Executive Officer to subscribe for 2,400,000 fully paid ordinary Shares in the Company and to issue 2,400,000 fully paid ordinary Shares following the valid exercise of any such options in the Company, in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes Item 1 and Item 4, be approved."

$\overline{\mathbf{S}}$ . Issue of Options to Non-Executive Directors, under EOP

If Resolution 1 is passed, 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
Mr. Andrew Bonwick	Non-Executive Director	300,000
Mr. Ottmar Weiss*	Non-Executive Director	600.000

in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes Item 1 and Item 4, be approved."

* Appointment to be finalised within the next four weeks

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:

• Executives to reward them for their employment and enable them to take advantage of the $\left| \cdot \right|$ tax incentives associated with the plan.
• Directors to cover their fees for a three-year period if applicable at a rate of \$50,000 per $2)$ annum based on the current theoretical price of the options with appropriate KPI's.
• Managing Director to reward him if he achieves an appropriate KPI of 10.00% 16.67% total $3)$ shareholder returns over a three-year period and reward him on a basis of 50% fixed remuneration and 50% performance based remuneration over that time.

In Junior

lan Ferrier Chairman

VOTING INSTRUCTIONS

Voting entitlement

For the purposes of the Annual General Meeting, only those persons holding Shares at 10.00 am on 2 April 2007 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 1.3.4 and 5 by any director of the company or an associate, other than Mr lan 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 10.00 am on 2 April 2007:

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.

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 I: Energy One Executive and Director Option Plan ("EOP")

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue to 15% of each class of securities within any 12 month period without shareholder approval. An exception to this rule is set out in ASX Listing Rule 7.2, exception 9, which provides that issues under an employee incentive scheme are exempt for a period of three years if shareholders approve, as is proposed by Resolution 1, the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. EOP is a new plan and no issues have been made under the Plan.

The following is a summary of the Energy One Executive and Director Option Plan ("EOP"):

Summary

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.

Item 2 - Energy One Exempt Employee Share Plan ("EESP")

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue to 15% of each class of securities within any 12 month period without shareholder approval. An exception to this rule is set out in ASX Listing Rule 7.2, exception 9, which provides that issues under an employee incentive scheme are exempt for a period of three years if shareholders approve, as is proposed by Resolution 2, the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. The ESSP was first introduced at the time of the Initial Public Offering in January 2007, 11,000 Shares have been issued under this plan to date.

The following is a summary of the terms of the Energy One Exempt Employee Share Plan ("EESP"):

Summary

EESP enables eligible Energy One employees to acquire up to \$1,000 worth of Energy One shares each year on a tax exempt basis in accordance with enabling tax legislation set out in Division 13A (ITAA).

Operation of Plan

The Plan will operate under a Trust to regulate administrative requirements of the Plan.

Terms of Offer

Offers under the plan may range from free offers through to salary sacrifice only offers, depending on the performance of the Company, as determined by the Board from time to time.

Entitlement to Shares

Shares offered under EESP must be held and cannot be sold or transferred by employees for three years while they remain employed with the Energy One group, other than in circumstances of a change in control.

Forfeiture of Shares

Shares offered under EESP cannot be subject to forfeiture.

Shareholding Rights

Shares issued under the Plan carry full shareholder rights such as in relation to rights and bonus issues, voting and dividends but participants cannot participate in any dividend reinvestment plan.

Variation of Rules

The Board may alter the rules or their application subject to the ASX Listing Rules. Consequently, generally, the prior approval by ordinary resolution of shareholders will be required for amendments which are to the advantage of participants and which relate to certain specified events.

Limitation on Issues

The number of Shares that may be issued under the EESP 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 EESP Plan Rules may be requested from the Company Secretary.

Item 3 - Energy One Deferred Employee Share Plan ("DESP")

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue to 15% of each class of securities within any 12 month period without shareholder approval. An exception to this rule is set out in ASX Listing Rule 7.2, exception 9, which provides that issues under an employee incentive scheme are exempt for a period of three years if shareholders approve, as is proposed by Resolution 3, the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. The DESP was first introduced at the time of the Initial Public Offering in January 2007, 12,000 Shares have been issued under this plan to date.

The following is a summary of the terms of the Energy One Deferred Employee Share Plan ("DESP"):

Summary

The DESP allows invited eligible employees, including Directors, to receive Energy One Shares as a bonus/incentive or as a remuneration sacrifice and, subject to certain conditions, not pay tax for up to 10 years on the benefit in accordance with enabling tax legislation set out in Division 13A (ITAA).

Operation of Plan

The Plan operates under a Trust to regulate administrative requirements, including forfeitures. The participant's ownership of the Shares, and his or her right to deal with them, are governed by the rules set out in the Trust Deed. The Shares are held in Trust until the Shares vest with the particular participant subsequent to satisfaction of any conditions of offer and an application for withdrawal has been accepted by the Company.

Terms of Offer

Offers under the plan may range from incentive offers, based on a range of performance and service conditions through to salary sacrifice only offers, as determined by the Board from time to time.

Entitlement to Shares

Prior to satisfaction of any performance and/or service criteria a participant will only have a conditional entitlement to the Shares. The conditional entitlement to the Shares will lapse if any performance and/or service criteria are not met prior to the time of the vesting of the Shares. However Participants may at any time submit a notice of withdrawal of Shares held by them in the event of Special Circumstances. Special Circumstances are defined as Retirement, Redundancy, death or Permanent Disablement of a participant, or such other circumstances determined by the Board from time to time.

Forfeiture of Shares

Failure to satisfy the conditions of offer or where the Board is of the opinion that a participant has been dismissed with cause or has committed any act of fraud, defalcation or gross misconduct in relation to the Company, any Shares allocated to a participant are forfeited unless the Board resolves otherwise.

Shareholding Rights

Shares issued under the DESP carry full shareholder rights such as in relation to rights and bonus issues, voting and dividends but will not participate in any dividend reinvestment plan.

Change of control

The Board will notify participants to enable them to withdraw Shares from the Plan where there is publicly announced any proposal in relation to the Company which the Board reasonably believes may lead to a change in Control of the Company.

Limitation on Issues

The number of Shares that may be issued under the DESP 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 DESP Plan Rules may be requested from the Company Secretary.

Item 4 and 5 - Issue of Options to an Executive and Non-Executive Directors. under EOP

Assuming Resolution 1 if passed, shareholder approval is sought for Mr. Vaughan Busby, Chief Executive Officer, 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	2,400,000
Mr. Andrew Bonwick	Non-Executive Director	300,000
Mr. Ottmar Weiss*	Non-Executive Director	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 are Directors of the Company and Mr. Weiss who will be appointed a Director 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.

*Appointment to be finalised within the next four weeks

Exercise price of rights

The exercise price of the rights will be \$1.15.

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
	Grant Date + 12 months	Grant Date $+60$ months
	Grant Date + 24 months	Grant Date $+60$ months
	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 the options to vest, Energy One Limited's Total Shareholder Return ('TSR') compound average growth rate must equal or exceed 10% per annum (50% of options will vest) or up to 16.67% per annum (100% of options will vest) over the relevant service vesting period. Options will vest on a straight line prorata basis between 10% and 16.67% compound average growth rate per annum.

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 9th February 2007 (effective valuation date) the options would have an estimated value as follows:

Input variable
Assumed grant date for purposes of the valuation	9th February 2007 *
Energy One Share price	\$1.19
Exercise price	\$1.15
Risk free rate	6.0%
Estimated Dividend Yield	0.0%
Stock Volatility or Standard Deviation	25%
Number of days	1,827
Estimated value for illustrative purposes	\$0.25

ķ. Assumed grant date for valuation purposes.

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 $$1.15$ :
• Shares allocated, if any, on exercise of the options will rank pari passu in all respects with the Company's Shares listed on ASX:
• The Company will bear all costs associated with the administration of the ESOP, EESP and DESP; $\bullet$
• No Director has previously received Shares under EOP;
• 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.

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

ABN 37076 583 018

Please return your Proxy forms to: Energy One Limited Level 2, 122 Pitt Street, Sydney NSW 2000 GPO Box 3968, Sydney NSW 2001 Telephone: +61 2 8252 9898 Facsimile: +61 2 8252 9888 ASX Code: EOL

«NameAddress I» «NameAddress 2» «NameAddress 3» «NameAddress 4» «NameAddress 5»

SRN: «Holder Id»

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

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 10:00am on Monday, 2 April 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.

To direct your proxy how to vote on any resolution please insert

$\times$ in the appropriate box below.

Resolution I

Approve the adoption of, and future issues under the Energy One Executive Option Plan as set out in the Explanatory Notes Item 1 accompanying this Notice of Meeting for all purposes, but particularly for the purposes of Listing Rule 7.2 exception 9. The EOP is a new equity incentive plan and no issues have been made under this plan to date.

Resolution 2

Approve the adoption of, and future issues under the Energy One Deferred Employee Share Plan, as set out in the Explanatory Notes Item 3 accompanying this Notice of Meeting for all purposes, but particularly for the purposes of Listing Rule 7.2 exception 9. The ESSP was first introduced at the time of the Initial Public Offering in January 2007. 12,000 Shares have been issued under this plan to date.

For	Against	Abstain*
For	Against	Abstain*

Resolution 3

Approve the adoption of, and future issues under the Energy One Deferred Employee Share Plan, as set out in the Explanatory Notes Item 3 accompanying this Notice of Meeting for all purposes, but particularly for the purposes of Listing Rule 7.2 exception 9. The ESSP was first introduced at the time of the Initial Public Offering in January 2007. 12,000 Shares have been issued under this plan to date.

Resolution 4

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 2,400,000 options to Mr. Vaughan Busby, Chief Executive Officer to subscribe for 2,400,000 fully paid ordinary Shares in the Company and to issue 2,400,000 fully paid ordinary Shares following the valid exercise of any such options in the Company, in accordance with the Energy One Executive and Director Option Plan Rules and subject to the conditions set out in the Explanatory Notes Item I and Item 4, be approved."

Resolution 5

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, Mr. Ottmar Weiss - New Non-Executive Director to be appointed 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 Item 1 and Item 4, be approved.

For	Against Abstain*
For	Against Abstain*
For	Against Abstain*

* 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.

SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED $\mathsf{C}$

Securityholder I (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).