ENERGY TECHNOLOGIES LIMITED — AGM Information 2013

Oct 31, 2013

Energy Technologies Limited ABN 38 002 679 469

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of Energy Technologies Limited (the Company) will be held at Bambach Wires and Cables, 102 Old Pittwater Road, Brookvale NSW 2100 on Thursday 05 December 2013 at 10.30am .

BUSINESS OF THE MEETING

ORDINARY BUSINESS

1. Address by the Chairman.

2. Financial Statements and Reports

To receive and consider the Audited Financial Statements of the Company and the Reports of the Directors of the Company, and Gould Ralph Assurance as the auditors of the Company, for the year ended 30 June 2013.

3. Remuneration Report (Resolution 1):

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

"That the remuneration report for the year ended 30 June 2013 be adopted.

4. Re-election of Director (Resolution 2):

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

That Mr Alfred J Chown, who retires by rotation in accordance with Article 10.03 of the Company's Constitution, and being eligible, offers himself for re-election, be elected as a director of the Company.

SPECIAL BUSINESS

5. The issue of new shares in the company (Resolution 3):

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

That for the purposes of ASX Listing Rules 7.1, and for all other purposes, the issue of Eleven million, seven hundred and sixty four thousand seven hundred and five shares in the company at the price of $0.0085 per share is approved.

6. The issue of shares to interests associated with a director of the company (Resolution 4):

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

That for the purposes of ASX Listing Rules 10.11, and for all other purposes, the issue of ten million, five hundred and eighty eight thousand, two hundred and thirty five shares in the company at the price of $0.0085 per share to related parties of Mr Gary A Ferguson, a director of the company, is approved.

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7. The issue of convertible notes under a secured convertible note facility (Resolution 5):

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

That for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of 1,000 secured convertible notes in the shares of the Company, in accordance with a Deed Poll entered into for that purpose, potentially requiring an issue of One hundred million (100,000,000) shares in the Company, and the subsequent issue of shares on conversion of the notes in accordance with their terms, is approved.

8. The issue of convertible notes under a secured convertible note facility to interests associated with directors of the company (Resolution 6):

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

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, the participation by directors or associates of directors in the convertible note facility referred to in resolution 5 is approved, including the issue by the company of shares to directors or associates of directors who convert notes in accordance with the terms of the facility.

9. The issue of convertible notes under an unsecured convertible note facility: (Resolution 7)

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

That for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of 2,000 unsecured convertible notes in the shares of the Company, in accordance with a Deed Poll entered into for that purpose, and the subsequent issue of shares on conversion of the notes in accordance with their terms, is approved.

10. The issue of convertible notes under an unsecured convertible note facility to interests associated with directors of the company: (Resolution 8)

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

That for the purposes of ASX Listing Rule 10.11, and for all other purposes, the participation by directors or associates of directors in the convertible note facility referred to in resolution 7 is approved, including the issue by the company of shares to directors or associates of directors who convert notes in accordance with the terms of the facility.

By order of the Board and Directors of the Company

Gregory Knoke Company Secretary 01 November 2013

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Notes:

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 (Sydney time) on 03 December 2013.

Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at 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 Company's share registry, Computershare Investor Services Pty Limited, investor enquiries 1300 850 505, who will forward to you a form for completion.

Proxies

1. A member entitled to attend and vote is entitled to appoint a proxy.

2. A person who is entitled to cast two or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy appointed is entitled to exercise.

3. Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation.

4. A proxy need not be a member of the Company.

5. To be effective, the proxy form must be received by the Company at 102 Old Pittwater Road, Brookvale 2100 or received by facsimile on (02) 9939 9812 not less than forty-eight (48) hours prior to the time for holding the meeting.

Directing your proxy

When appointing a proxy, members can direct the proxy as to how to vote on each item of business by marking either For, Against or Abstain on the proxy form for that item of business (i.e. a directed proxy), and the proxy must vote in that manner.

If a member does not direct the proxy as to how to vote (i.e. an undirected proxy), the proxy appointed by the member may vote as he or she thinks sees fit, except as noted below in relation to the Chairman and Item 3: Resolution 1 (Remuneration Report).

The Chairman of the meeting will vote undirected proxies held by the Chairman on, and in favour of, all of the proposed resolutions put to the meeting, including Item 3, Resolution 1 (Remuneration Report).

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Voting proxies on Remuneration Report

If you appoint the Chairman of the meeting as your proxy and do not direct the Chairman how to vote on Item 3, Resolution 1 (Remuneration Report), he will vote your proxy in favour of the resolution. If you appoint any other member of the Company's Key Management Personnel or any of their closely related parties, and do not direct them how to vote, that person will not vote your proxy on that item of business.

'Key Management Personnel' of the Company are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. A 'closely related party' of Key Management Personnel is a term defined in the Corporations Act and includes close family members, such as the children or spouse of the relevant Key Management Personnel, companies that person controls and other members of that person's family who may be expected to influence, or be influenced by, that person in that person's dealings with the Company.

Voting Exclusion Statements

Resolution 1 (Remuneration Report)

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 (Remuneration Report) by a member of the Key Management Personnel of the Company details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member of the Key Management Personnel (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy) and the vote is not cast on behalf of an Excluded Shareholder; or

• (b) it is cast by the Chairman as a proxy of a person who is not an Excluded Shareholder, where the appointment does not specify how the Chairman is to vote, but expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or the consolidated entity.

Accordingly, members entitled to vote on Resolution 1 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personal ( other than the Chairman) of the meeting (or closely related parties of such persons), should direct their proxy as to how to vote. Failing to direct the proxy may result in that member's vote on Resolution 1 (Remuneration Report) being disregarded.

Resolution 3

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 3 by Mr Gary Ferguson, Preen Holdings Pty Ltd, or an associate of either of these persons (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

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

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

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Resolution 4

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 4 by Mr Gary Ferguson, or an associate of Mr Ferguson (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

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

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

Resolution 5

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 5 by any person who is a party to the funding agreement, or any associate of such a person (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

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

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

Resolution 6

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 6 by any director of the company who is a party to the funding agreement, or any associate of such a person (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

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

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

Resolution 7

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 7 by any person who is a party to that facility document or any of their associates (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

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

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

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Resolution 8

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 8 by any director of the company or any of their associates (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

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

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

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Explanatory Notes

These are the Explanatory Notes for the shareholders of Energy Technologies Limited ( Company ) for the Annual General Meeting to be held on 05 December 2013. The Explanatory Notes explain the items of business to be considered at the meeting and are provided to assist shareholders in their consideration of the proposed Ordinary Resolutions 1 and 2 inclusive, and Special Resolutions 3 to 8 inclusive, as contained in the Notice of Meeting, and form part of that Notice of Meeting.

Item 2: Financial Statements and Reports

The Corporations Act 2001 (Cth) ( "Corporations Act" ) requires the financial report, directors' report and auditor's report to be laid before the meeting. There is no requirement either in the Corporations Act or the Company's Constitution for members to vote on, approve or adopt these reports.

Members will have a reasonable opportunity at the meeting to ask the Chairman questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take members' questions and comments about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the meeting, written questions to the Company’s auditor about the conduct of the audit of the financial report and the preparation and content of the auditor’s report, may be submitted no later than the fifth business day before the day on which the meeting is held (i.e. no later than 28 November 2013) to:

The Company Secretary Energy Technologies Limited 102 Old Pittwater Road Brookvale NSW 2100 Facsimile: +61 2 9939 9812

The Company will pass all written questions on to the auditor. The auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the auditor considers to be relevant to the conduct of the audit of the financial report or the content of the auditor's report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the auditor.

There is no requirement for the auditor to provide written answers to the questions, however, if the auditor chooses to prepare written answers to any of the questions, the Chairman may permit the auditor to table the written answers at the meeting. The auditor will also answer questions asked at the meeting, however where questions concern issues raised in the written questions, the auditor may refer members to the written answers (if any). For the benefit of the meeting, the auditor will briefly outline to the meeting the matters covered in the written questions.

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Resolution 1: to adopt the Directors' remuneration report

The Corporations Act requires the Remuneration Report be adopted at the meeting by a resolution. While there is a requirement for a formal resolution, the members' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed.

The Remuneration Report is set out on pages 15 to 18 of the Company's 2013 Annual Report. ( The Annual Report is available on the Company's website at www.energytechnologies.com.au) . The Remuneration Report explains the structure of, and policy behind, EGY's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each director and for any specified executive. A Remuneration Committee has been established to evaluate and make recommendations to the Board regarding remuneration policy. Members will have a reasonable opportunity at the meeting to ask questions and make comments on the Remuneration Report.

From 1 July 2011, the Corporations Act has been amended so that if there are two consecutive annual general meetings of the Company held after 1 July 2011, and at least 25% of votes cast are against the adoption of the Remuneration Report put before the meeting (in accordance with section 250R of the Corporations Act), the second meeting must also consider a resolution that a further meeting of the Company's members be held within 90 days (a 'Spill Meeting') at which the then current directors of the Company (as at the time of the second meeting, but excluding the Manager Director) will cease to hold office immediately before the end of that Spill Meeting and resolutions will be put to the vote to appoint new directors of the Company to fill those vacancies (which may include re-election of those current directors).

All members of the Company are encouraged to cast their vote on Item 3, Resolution 1 (Remuneration Report).

Voting on Resolution 1 by proxy

Undirected proxies held by the Chairman will be voted in favour of Resolution 1. Undirected proxies held by any other member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report (or closely related parties of such persons) will not be voted on Resolution 1 (Remuneration Report).

'Key Management Personnel' of the Company are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. A 'closely related party' of Key Management Personnel is a term defined in the Corporations Act and includes close family members, such as the children or spouse of the relevant Key Management Personnel, companies that person controls and other members of that person's family who may be expected to influence, or be influenced by, that person in that person's dealings with the Company.

Members are encouraged, should they chose to appoint a proxy, to direct that proxy as to how to vote on Resolution 1 (Remuneration Report) by marking either For , Against or Abstain on the proxy form for that item of business.

Resolution 2: Re-election of Director

The Listing Rules of the Australian Securities Exchange (" ASX Listing Rules ") require the Company to hold an election of directors each year. The Constitution of the Company also requires one third of the directors (other than the Managing Director, or if there is more than one managing director, only one managing director) to retire from office at each annual general meeting, together with any director who has held office without re-election for three or more years.

Alfred Chown was appointed to the Board in 1997. He retires, in accordance with the ASX Listing Rules and the Constitution, and offers himself for reappointment.

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Alfred J. Chown, B.Econ, (Age 52) (Acting Chairman/Managing Director) Appointed 4 July 1997.

Born in 1960, in Sale, Victoria, Mr Chown returned in 2012 from residing in Hong Kong. In 1987 he co-founded E.L. Consult Ltd an executive search provider that prior to being sold to the Clarius group (ASX:CND) and renamed Lloyd Morgan in March 2007, had an extensive network of offices throughout Hong Kong, China, Singapore and Malaysia. Mr Chown continues to provide his services to Lloyd Morgan in a regional role. In the early 1990’s Mr Chown also co-founded Dulhunty Engineering Ltd and in 1997 this company established Dulhunty Yangzhou Line Fittings Co Ltd, a manufacturer of line fittings for the electric power transmission and distribution industry. In 2003 Mr Chown was the driving force to merge these businesses together with Dulhunty Industries Pty Limited of Australia to form Energy Technologies Limited. Mr Chown is a former Chairman of the Australian Chamber of Commerce in Hong Kong and has extensive commercial experience in both Australia and Asia. Mr Chown is also a member of the Remuneration and Nomination Committees of the company.

Resolution 3: The issue of new shares in the company; and

Resolution 4: The issue of shares to interests associated with a director of the company

In September 2013, the Company entered into a conditional agreement with Mr Gary Ferguson, who is a director of the Company, and the company Preen Holdings Pty Ltd (both “Lenders”). The Lenders agreed to provide the sum of $100,000.00 to the company, as a subscription for shares, subject to the approval of the shareholders in due course. The proposed issue price for the shares ($0.0085) was agreed at the time, based on the prevailing market price at that time. The funds were provided shortly thereafter, as to ninety thousand dollars by a company associated with Mr Ferguson and as to ten thousand dollars by Preen Holdings Pty Ltd.

Subject to the approval of shareholders, the Company agreed to issue Eleven million, seven hundred and sixty four thousand, seven hundred and five (11,764,705) shares in return for the subscription of one hundred thousand dollars ($100,000.00).

The price reflected the market price prevailing for the company at the time, and, on a diluted basis, values the company at about $1.67M dollars.

The funds were required for and have been applied in the partial reduction of the outstanding liability to the Vendors of Bambach Wires and Cables Pty Ltd, and partly for the expansion of working capital required by the improvement in the sales of that business.

If the proposed issue is approved by shareholders, the Company intends to issue the shares forthwith, and in any event before 19 December 2013. The Company has agreed that, if the proposed issue is not approved by shareholders, the amount paid to the Company by the Lenders will be treated as a loan attracting interest by those companies to the Company.

The effect of approving the resolution will be that:

• the cash asset of the company increased by $100,000.00

• the number of shares in the Company on issue will increase from 167,930,424 to 179,695,129; and

• the shareholders’ equity in the company will increase by $100,000.00

The effect of not approving the resolution will be that:

• the cash asset of the company increased by $100,000.00; and

• the debt owed by the company will increase by $100,000.00

But noting in each case that the company has already received and applied the funds as set out above.

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Voting on Resolutions 3 and 4 by proxy

Undirected proxies held by the Chairman will be voted in favour of Resolutions 3 and 4. Undirected proxies held by Mr Gary Ferguson or his related parties or Preen Holdings Pty Ltd or its related parties will not be voted on Resolutions 3 and undirected proxies held by Mr Gary Ferguson or his related parties will not be voted on Resolution 4.

Members are encouraged, should they chose to appoint a proxy, to direct that proxy as to how to vote on Resolutions 3 and 4 by marking either For , Against or Abstain on the proxy form for that item of business.

Resolution 5: The issue of secured convertible notes; and

Resolution 6: The issue of convertible notes under a secured convertible note facility to interests associated with directors of the company

EGY has entered into a conditional funding arrangement to raise up to $1,000,000.00 (one million dollars) by the issue of secured convertible notes. The company intends to make personal offers to investors, some of whom are sophisticated investors, and acceptance of the offers will not result in a breach of the 20 investors/ $2 million ceiling set out in s708 of the Corporations Act. Completion of the funding arrangement is conditional on the approval of the shareholders of the Company to the issue of the convertible notes.

The funding arrangement is expected to result in the issue of 1000 Convertible Notes each with a face value of one thousand dollars to investors. Some of the investors may be related parties of EGY or its directors. A part of the issue does not require the approval of shareholders of EGY, as it will fall under the threshold for approval set out in ASX Listing Rule 7.1. That part of the issue which does require shareholder approval will take place on or after the date of approval. Shareholder approval to the issue of all of the Convertible Notes is required by the Deed Poll to be sought as soon as practicable after provision of the funds. If the issue is not approved, then no further Convertible Notes will be issued, and the commitment of the lenders to provide the balance of the funding is released.

The terms of the Convertible Notes are set out in a Convertible Note Deed Poll (“Deed Poll”) executed by the Company in favour of the Noteholders, and are summarised below.

The following is a broad summary of the rights, privileges and restrictions attaching to the Convertible Notes. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Noteholders.

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Term	Description
Issuer	EnergyTechnologiesLimited (the Company)
Eligibility	The offer was made as a personal offer to investors, some of who are sophisticated investors, falling under the 20 investor/$2 million ceiling set out in section 708 of the Corporations Act.
Face Value	Each convertible note will have a face value of $1000.00, to raise a principal amount of$1,000,000.00
MaturityDate	1 November 2016
Ranking	The Convertible Notes will be secured by a General Security Agreement over the assets of the Company, ranking behind security given to the Company’s bankers, but in priority to all other unsecured creditors and obligations of the company, and priorto shareholdersrights toreturnofcapitalpaid up ontheirshares,
Interest	The Company must pay interest on the face value of each note at the rate which is eight percentage points higher than the RBA cash rate from time to time, paid monthly in arrears, until the earlier of the Maturity Date or the conversion of the ConvertibleNote
Conversion rights	Each Convertible Note may be converted at any time up until the Maturity Date
Conversion Price	$0.01 per share, or 100,000 shares per note, subject to adjustments to the Conversion Price as set out below
Adjustment to Conversion Price	The Conversion Price will be adjusted, if either of the following would give a lower Conversion Price: • the price per share which is the volume weighted average market price for shares in the company for the twenty trading days on which trades were recorded prior to conversion; • the lowest price per share at which the company has issued shares between theissue ofaNote andits conversion
Participation in new issue of securities	Each Noteholder is entitled to participate in capital raisings, and is affected by capital changes, made after issue and before conversion, in the same way as they would have if the notes had already been converted. The face value of a note may be applied by a Noteholder to participate in any capital raising conducted after issue and before conversion.
Conversion shares	Shares issued on conversion of a Convertible Note will be fully paid ordinary shares and rank equally with all other fully paid shares from their date of issue. The Company will apply for official quotation by ASX of the Conversion Shares on the conversiondate.
Redemption	A Note is redeemed if a Noteholder gives a redemption notice, which may only be given after the first twelve months of the facility, or after an event of default The Company may redeem a Note during the facility, by notice, with the Noteholder having the option of converting instead. A Noteisredeemed ontheMaturityDate, unlessithas already beenconverted
Events of Default	Events of Default include: • breach of obligations to pay interest or other material obligations under the Deed Poll • breach of warranties given under the Deed Poll • insolvency • change of control • shareholder approval not being obtained
Transferability	There is no restriction under the Deed Poll on the transfer of Notes. The Notes will not belisted onany stock market.
Rights of Noteholder	Except as provided in the Deed Poll, a Convertible Note does not entitle a Noteholder to vote at a general meeting of the Company, to receive dividends or other distributions or participate in the issue of securities. Each Noteholder has the same rights as a shareholder to receive notices of general meetings,reports andfinancialstatements ofthe company.
ASX listing	The Convertible Notes will not be quoted on the ASX or any other securities exchange

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The shares to be issued to the Noteholders on the conversion of the Convertible Notes will rank equally in all respects with all of the Company’s existing shares. The rights attaching to shares, including new shares to be issued to the Noteholders on the conversion of the Convertible Notes, are set out in the Company’s constitution, and, in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law.

The Convertible Notes are for a principal amount of one thousand dollars ($1,000.00) per note, with a minimum subscription of 25 notes per investor. The Convertible Notes are paid for in full on subscription, which will be at a time nominated by EGY by notice to the investor for the drawdown of funds. Each investor will be paid interest at the rate of one per cent (1%) per annum on the amount of their commitment. Each Convertible Note will bear interest at the rate which is eight percentage points higher than the RBA Cash Rate from time to time, from subscription until conversion. Interest is payable monthly in arrears. The Convertible Notes will mature on 1 November 2016.

The Convertible Notes are convertible during their term at the rate of 100,000 shares per note, which is a share price of $0.01 per share. If all possible Convertible Notes were to be converted during the life of the facility, an additional 100,000,000 shares in the company would be issued, raising the total number of issued shares in the company to 279,695,129 (if resolution 3 is approved) or 267,930,424 (if resolution 3 is not approved). On a fully diluted basis, the agreed conversion price values the company at about $2.2M.

The Directors consider that the raising of capital by the issue of Convertible Notes is in the best interests of EGY. The Company intends to use the funds raised for the purposes of:

• in part, partly meeting the Company’s obligations to the vendors of the company Bambach Wires and Cables Pty Ltd; and

• in part, providing additional working capital required by the growth of that business.

The effect of approval of the resolution will be to permit the Company to fully utilise the finance under the finance facility. If the resolution is not approved, then the Company will be able to only partly utilise the facility, to the extent only of the number of new securities which may be issued without shareholder approval, which will result in the raising of estimated $250,000.00, from shareholders not associated with any director of the company.

• (a) Set out below is a pro-forma consolidated balance sheet of the Company, as at 30 June 2013, based on the consolidated balance sheet of the Company adjusted to reflect the Convertible Note issue and prepared on the basis of the accounting policies normally adopted by the Company

• (b) The pro-forma financial information is presented in an abbreviated form in so far as it does not include all of the disclosures required by Australian Accounting Standards applicable to the annual financial statements. The pro-forma financial information is not audited. The classification of the allocations between debt and equity for the Convertible Notes may change in the future.

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Pro-forma Statement of Financial Position as at 30 June 2013

	Actual	Pro-forma adjustments	Pro-forma
	30 June2013		30 June2013
	$,000’s	$,000’s	$,000’s
CurrentAssets
Cashand cashequivalents	69	1,000	1,069
Trade and other receivables	1,711		1,711
Inventories	3,014		3,014
Financial Assets	5		5
OtherCurrentAssets	357		357
TotalCurrentAssets	5,156	1,000	6,156
Non-currentAssets
PropertyPlant &Equipment	1,382		1,382
Deferred taxassets	216		216
Intangible assets	14		14
Total non-current assets	1,612		1,612
Totalassets	6,768	1,000	7,768
CurrentLiabilities
Trade and otherpayables	2,623		2,623
Financial liabilities	1,889		1,889
Short-termprovisions	493		493
TotalCurrentLiabilities	5,005		5,005
Non-currentliabilities
Financial liabilities	1,128	1,000	2,128
Other non-currentliabilities	583		583
Total non-currentliabilities	1,711		2,711
Total liabilities	6,716	1,000	7,716
Net assets	52		52
Equity
Issued capital	7,717		7,717
Reserves	(1,980)		(1,980)
Accumulatedlosses	(5,226)		(5,226)
Parentinterest	511		511
Non-controllinginterest	(459)		(459)
Totalequity	52		52

If the resolutions are approved, then the company will issue the convertible notes to directors and their associates no later than 5 January 2014, and for all other participants before 5 March 2014.

The convertible notes will be issued to the subscribers to the funding document. As at the date of this notice, those subscribers are not identified, but may include parties associated with directors of the company. The directors of the company who have indicated that they or their associates intend to subscribe to the issue are Mr Gary A Ferguson and Mr Alfred J Chown.

Voting on Resolutions 5 and 6 by proxy

Undirected proxies held by the Chairman will be voted in favour of Resolutions 5 and 6. Undirected proxies held by any parties to the funding arrangement will not be voted on Resolutions 5 and 6.

Members are encouraged, should they chose to appoint a proxy, to direct that proxy as to how to vote on Resolutions 5 and 6 by marking either For , Against or Abstain on the proxy form for that item of business.

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Resolution 7: The issue of unsecured convertible notes; and

Resolution 8: The issue of convertible notes under an unsecured convertible note facility to interests associated with directors of the company:

The Company has entered into a Deed Poll for the purposes of creating a facility for raising funds for the purposes of the Company. The Deed Poll provides for the issue of Notes, which are convertible to shares in the company, under certain circumstances, and only with the consent of the Company and the Noteholders. The Company will only give consent to conversion if it is legally able to do so, and there is no right in the Noteholder to convert the Notes into shares without the Company’s consent. Unless and until the Notes are converted, the facility operates as a loan facility, on commercial terms.

Under this facility, during the financial year ended 30 June 2013, the Company raised funds for the purposes of:

• meeting its obligations to the vendors of Bambach Wires and Cables Pty Ltd; and

• augmenting the working capital of that business.

The amount raised was $478,314.48. The amount appears in the balance sheet of the company as at 30 June 2013.

Funds may only be accepted from lenders in circumstances which comply with the Corporations Act, and there will be no offer to the public associated with the loan facility.

As part of the recapitalization of the company, directors propose to seek the consent of the shareholders to convert this obligation, and accrued interest, and any further funds raised under this facility, up to a maximum of two million dollars, into shares in the company. Unlike the secured convertible note facility, the conversion rate is not fixed, and is based on the market price of the company’s shares at the time of conversion.

The total amount of funds which can be raised under this facility is two million dollars ($2,000,000.00).

The rate of conversion is not fixed, and the directors expect that the conversion price will rise over time as the company’s share price rises. If the entire loan facility were converted at the current market share price, this would entail the issue of 166,666,667 shares, which would take the total number of shares on issue, taking into account the previous two resolutions, to 445 million shares, valuing the company at about $5.34M.

The Company seeks its shareholders’ consent to the potential conversion of the whole of the facility, at the current market share price. In fact, directors do not expect conversion to occur on this basis, and the terms of the Deed Poll do not give the Noteholders the capacity to require conversion of the Notes. Likewise, conversion cannot be required by the Company. The directors intend that conversion would only be offered in circumstances which are in the commercial best interests of the Company.

Funds already raised under this facility at 30 June 2013 amount to $478,314.48, principally from directors and associates of directors. Conversion by a director of the company or an associate of a director will entail the issue of shares in the company to the directors or their associates, which the ASX Listing Rules prohibit without the approval of shareholders.

Accordingly, directors seek the approval of shareholders to the potential conversion of notes under the facility document, in accordance with the terms of the document, by any person who provides funds under the document, including a director or associate of a director.

Set out below is a table setting out a summary of the terms of the unsecured convertible notes which have been issued by the Company, and which are proposed to be issued under the facility.

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Term	Description
Issuer	EnergyTechnologiesLimited (the Company)
Eligibility	The offer was made as a personal offer to investors, some of who are sophisticated investors, falling under the 20 investor/$2 million ceiling set out in section 708 of the Corporations Act.
Face Value	Each convertible note will have a face value of $1000.00, to raise a principal amount ofup to $2,000,000.00
MaturityDate	30 June2020
Ranking	The ConvertibleNotes are unsecured
Interest	The Company must pay interest on the face value of each note at the rate which is eight percentage points higher than the RBA cash rate from time to time, paid monthly in arrears, until the earlier of the Maturity Date or the conversion of the ConvertibleNote
Conversion rights	Each Convertible Note may be converted at any time up until the Maturity Date
Conversion Price	The conversion price is the price which is fifteen per cent (15%) below the weighted average market price for the Company’s shares which has prevailed on the ASX for thefive trading days on whichtradeswererecorded priorto the conversiondate
Participation in new issue of securities	Each Noteholder is entitled to participate in capital raisings, and is affected by capital changes, made after issue and before conversion, in the same way as they would have if the notes had already been converted. The face value of a note may be applied by a Noteholder to participate in any capital raising conducted after issue and before conversion.
Conversion shares	Shares issued on conversion of a Convertible Note will be fully paid ordinary shares and rank equally with all other fully paid shares from their date of issue. The Company will apply for official quotation by ASX of the Conversion Shares on the conversiondate.
Redemption	A Note is redeemed if a Noteholder gives a redemption notice, which may only be given if the Company has first indicated that the Noteholder is entitled to convert a particular note. A Note is redeemed on the Maturity Date, unless it has already been converted
Events of Default	Events of Default include: • breach of obligations to pay interest or other material obligations under the Deed Poll • breach of warranties given under the Deed Poll • insolvency
Transferability	There is no restriction under the Deed Poll on the transfer of Notes. The Notes will not be listed on any stock market.
Rights of Noteholder	Except as provided in the Deed Poll, a Convertible Note does not entitle a Noteholder to vote at a general meeting of the Company, to receive dividends or other distributions or participate in the issue of securities. Each Noteholder has the same rights as a shareholder to receive notices of general meetings,reports andfinancialstatements ofthe company.
ASX listing	The Convertible Notes will not be quoted on the ASX or any other securities exchange

If the resolutions are approved, then the company will issue the convertible notes to directors and their associates no later than 5 January 2014, and for all other participants before 5 March 2014.

The convertible notes will be issued to the subscribers to the funding document. The directors who have subscribed to the document personally, or by their associates, are Mr Gary A Ferguson, Mr Alfred J Chown and Mr Michael D Butcherine.

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Voting on Resolutions 7 and 8 by proxy

Undirected proxies held by the Chairman will be voted in favour of Resolutions 7 and 8. Undirected proxies held by any party to the funding agreement will not be voted on Resolution 7 and undirected proxies held by any director will not be voted on Resolution 8.

Members are encouraged, should they chose to appoint a proxy, to direct that proxy as to how to vote on Resolutions 7 or 8 by marking either For , Against or Abstain on the proxy form for that item of business.

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