ENERGY TECHNOLOGIES LIMITED — AGM Information 2004

Oct 14, 2004

DULHUNTY POWER

A C.N 000 723 455

Dulhunty Power (Aust.) Pty. Ltd.

7 Byfield Street, North Ryde, NSW 2113, Australia Tel: +61 2 9870 7277 Fax +61 2 9870 7299 sales@dulhunty.com www.dulhuntypower.com

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of Dulhunty Power Limited will be held at the registered office, 7 Byfield Street, North Ryde, NSW 2113 on 18 November 2004 at 10.30 am

Ordinary Business

1. Address by the Managing Director.

2. Financial Statements

To receive and consider the Audited Financial Statements and the Reports of the Directors and the auditor for the year ended 30 June 2004.

1. Re-election of Director (Resolution 1)

Mr. Ian Worner retires by rotation in accordance with Article 14.3 (c) of the Company's Constitution, and being eligible, offers himself for re-election.

1. Approval of options issued to Directors under the Employee Option Plan (Resolution 2)

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

That, for all purposes including ASX Listing Rule10.14, approval be given for the issue of options to subscribe for ordinary shares to Directors of the Company and Directors of controlled entities. Options have been allocated by the Remuneration Committee to Directors under the Employee Option Plan on the terms of the plan as approved at Annual General Meeting in 2003.

By order of the Board

Company Secretary

8th October

Notes:

Proxies

• $\mathbf{1}$ . A member entitled to attend and vote is entitled to appoint a proxy.
• A person who is entitled to cast two or more votes may appoint 2 proxies and may specify the $\overline{2}$ proportion or number of votes each proxy appointed is entitled to exercise.
• Appointment of a proxy by a member who is a corporation must be under its common seal or the hand 3. of its attorney or the hand of a person duly authorised by the corporation.
• 1. A proxy need not be a member of the Company.
• 4 To be effective, the proxy form must be received by the Company at 7 Byfield Street, North Ryde, NSW 2113 or received by facsimile on (02) 9870 7299 not less than forty-eight (48) hours prior to the time for holding the meeting.

Corporate representation

If your holding is registered in a company name and you would like to attend the meeting (and do not intend to return a proxy form), please bring with you to the meeting a duly completed Appointment of Corporate Representative Form to enable you to attend and vote at the Annual General Meeting. Alternatively contact the share registry who will forward to you a form for completion.

DULHUNTY POWER

A.C.N. 000 773 455

Dulhunty Power (Aust.) Pty. Ltd.

7 Byfield Street, North Ryde, NSW 2113, Australia Tel: +61 2 9870 7277 $Fax + 61298707299$ sales@dulhunty.com www.dulhuntypower.com

Entitlement to Vote

For the purposes of the Corporations Regulation 7.11.37, the board has determined that in relation to the Annual General Meeting being convened by this Notice shares will be taken to be held by the persons who are registered holders at 7.00 pm on 16 November 2004.

Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Exclusion

In respect of Resolution 2, the Company will disregard any votes cast on this resolution by any director of the Company or any of their associates.

However, the Company need not disregard any vote by any such person excluded from voting on Resolution 2 if.

• it is east by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by any of them who is 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.

Explanatory Notes

These are the Explanatory Notes for the shareholders of Dulhunty Power Limited ("Company") for the Annual General Meeting to be held on 18 November 2004. The Explanatory Notes are provided to assist shareholders in their consideration of the proposed Ordinary Resolutions 1 to 2 inclusive, contained in the Notice of Meeting, and form part of that Notice of Meeting.

Resolution 1 (Item 3) Re-election of Director

Mr. Ian Worner (Age 66) was appointed to the Board on 21 April 1998.

Mr Ian Worner has an international record of achievement in planning and implementing major profit enhancement projects and in-depth experience in implementing mergers and acquisitions. Mr Worner retired from the AMP Society in 1995 after 40 years service, during which he held a variety of senior executive, investment and management roles in Australia, NZ, and the UK. Mr Worner is an independent director as defined under Principles of Good Corporate Governance issued by the ASX Corporate Governance Council, and is also a member of the Company's Audit Committee.

Resolution 2 (Item 4) Employee Option Plan

Background Information,

The Board has implemented the Employee Option Plan ("the Pian") as approved at the 2003 Annual General Meeting of the Company. Issue of options over ordinary shares to Directors of the Company requires your approval. Further information in regard to the inclusion of Directors in the Dulhunty Power Employee Option Plan, as stated in the explanatory notes attached to the Notice of Meeting for the 2003 AGM, is repeated below.

Extract from the 2003 AGM Explanatory Notes:

" Further information.

⋗ Current and Future Directors.

The amounts presently being paid to Directors is considered to be inadequate having regard to fees paid by comparable companies and for the risks associated with the discharge of the office of director or officer of a public

Dulhunty Power (Aust.) Pty. Ltd. 7 Byfield Street,

North Ryde, NSW 2113, Australia Tel: +61 2 9870 7277 Fax +61 2 9870 7299 sales@dulhunty.com

www.dulhuntypower.com

DULINATY POWER

A.C.N. 000 723 455

• The Remuneration Committee is of the opinion that it would be most unlikely that the Company could recruit new $\geq$ directors for the amount of fees presently being paid to our directors.
• $\mathbf{z}$ Accordingly the Employee Option Plan provides for the participation of Directors in the Plan, although any issue of Options to a director requires approval by shareholders in general meeting under Listing Rule 10.14 at which the voting exclusions provisions of Listing Rule 10.15.5 would apply."

The Dulhunty Power Remuneration Committee has allocated the following options over ordinary shares to be issued to Directors subject to shareholder approval:

Mr Alfred J. Chown	100,000	Director
Mr Philip W. Dulhunty	100,000	Director
Mr Marcus Everard	100,000	Director
Mr Ian C. Worner	100,000	Director
Mr Peter Dulhunty	190,826	Alternate Director
Mr Brian Mathiesen	150,000	Alternate Director
Mr John C. Roughan	220,000	Director of controlled entity
Mr Gregory R. Knoke	200,000	Director of controlled entity

A total of 1,958,626 options have been offered by the Company under the current Plan and these have been accepted by employees, executives and Directors in October 2004. This issue of options over ordinary shares is within the limitation of 5% of issued ordinary share capital, as specified under the Employee Option Plan, Rule 7.

The options were offered at the exercise price of 4.18 cents per share, which was the weighted average price at which shares were traded in the 20 trading days prior to the issue of the Offer.

Details of any securities issued under the Employee Option Plan will be published in each Annual Report of the entity relating to the period in which the securities have been issued. Securities will only be issued after approval has been obtained under ASX Listing Rule 10.14.

Any additional persons who become entitled to participate in the Dulhunty Power Employee Option Plan after the current resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained where relevant under Listing Rule 10.14.

BULHUNTY POWER

A.C.N. 000 723 455

Dulhunty Power (Aust.) Pty. Ltd.

7 Byfield Street, North Ryde, NSW 2113, Australia Tel: +61 2 9870 7277 Fax +61 2 9870 7299 sales@dulhunty.com www.dulhuntypower.com

Schedule

RULES OF THE EMPLOYEE OPTION PLAN (the Plan) as approved at Annual General Meeting 2003

1. The Company may from time to time during the operation of the Plan make an offer ("Offer") in writing to any Eligible Employee specifying:

2. The number of options (and the number of shares to which the Options relate) for which the employee may apply; $(i)$

3. $(ii)$ The period during which the Offer may be accepted;
4. $(iii)$ The exercise price of the options;
5. Any conditions that will apply before the options can be exercised; $(iv)$
6. The period during which the options may be exercised; $(v)$

$(v_i)$ Any other matters required to be specified by the Corporations Act or the Listing Rules.

and requiring the employee to confirm an understanding of the Rules of the Employee Option Plan.

2. Eligible Employee.

Any employee or Director or Officer who has been in the employ or held a position of Director or Officer of the Company or any subsidiary for longer than 6 months; and for the purposes of the Plan a Director or Officer will be deemed to be in the employ of the Company or a subsidiary.

3. Grant of Options.

The Options to be granted to Eligible Employees will be for no consideration and will be for new fully paid ordinary shares to be issued by the company.

No application will be made for listing of the options.

4. Participant.

An Eligible Employee who has accepted the Offer will be a Participant.

5. Exercise Price.

The exercise price of the options will be the weighted average price of shares traded on the ASX during the 20 trading days prior to the date of the Offer.

6. Exercise Period.

Options will be exercisable during the period specified in the Offer, which will generally be the period commencing;

• for a Participant who has been in the employ of the company or any subsidiary for longer than 12 months, 14 days after $(i)$ the acceptance by the Participant of the Offer; and
• $(ii)$ for any other Participant, the period commencing 14 days after he or she completes 12 months employment with the company or a subsidiary

and ending not later than 3 years after the date of commencement.

7. Limitation on the number of Options to be issued.

Options over shares to be issued under the Plan, excluding options previously issued which have lapsed or been exercised, will not exceed 5% of the total issued capital of the company without approval of shareholders in General Meeting at which voting exclusions will apply.

8. Limitation on the number of Options to be exercised.

Not more than 35% of the number of options issued to a Participant will be exercisable in any one continuous period of 12 months and unless the Board other wise determines or the Rules permit, will only be exercisable while the Participant remains in the employ of the company or a subsidiary.

9. Cessation of Employment.

If a Participant ceases to be an employee before he or she has exercised the Options then subject to the satisfaction of any exercise condition imposed in the letter of Offer, notwithstanding that the periods during which the Options or some number of Options could be exercised has not commenced, the unexercised options will be capable of being exercised for a period of 12 months after such cessation of employment but no later than the expiry of the exercise period and those options will continue to be capable of exercise despite the cessation of employment.

10. Alteration of Exercise Conditions.

If a takeover offer is made to acquire the whole or part of the issued shares of the Company exceeding 35% each Participant may exercise all or any of the Options which he or she would as a Participant be entitled to exercise notwithstanding that the exercise period has not otherwise commenced.

11. Reorganisation of Options.

In the event of a consolidation, sub-division, return or reduction of capital by cancellation of shares, the provisions of Listing Rule 7.22 will apply to the Options. Participants are not entitled to participate in new pro-rata cash offers made by the Company unless the options are exercised before the relevant record date.

12. Termination or suspension.

The Plan may be terminated or suspended at any time by the Directors or amended at any time by a resolution of the Company.