ENERGY TECHNOLOGIES LIMITED — AGM Information 2019

Oct 3, 2019

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 28 November 2019 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 Grant Thornton Audit Pty Ltd as the auditors of the Company, for the year ended 30 June 2019.

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 2019 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 Yulin Hu, 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 ratification of the issue of ordinary shares to Advance Cables Pty Ltd (Resolution 3)

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

That for the purposes of ASX Listing Rule 7.4 and 7.1, and for all other purposes, the issue of seven hundred and eighty two thousand, eight hundred and thirty nine (782,839) fully paid ordinary shares in the company to Advance Cables Pty Ltd for the price of twenty four cents ($0.24) per share, which issue occurred on 29 May 2019, is ratified.

6. The ratification of the issue of ordinary shares to Pitt Street Research Pty Ltd (Resolution 4)

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

That for the purposes of ASX Listing Rule 7.4 and 7.1, and for all other purposes, the issue of one hundred and thirty one thousand, two hundred and fifty (131,250) fully paid ordinary shares in the company to Pitt Street Research Pty Ltd for the price of twenty four cents ($0.24) per share, which issue occurred on 16 August 2019, is ratified.

By order of the Board and Directors of the Company

Gregory Knoke Company Secretary 4 October 2019

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 26 November 2019.

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 NSW 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 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.

Voting proxies on Resolution 1

If you appoint the Chairman of the meeting as your proxy and do not direct the Chairman how to vote on Resolution 1, he will vote your proxy in favour of that 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 undirected proxy on Resolution 1.

'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 proxies on Resolution 2, 3 and 4

Shareholders entitled to vote on Resolutions 2,3 and 4 who appoint as their proxy the Chairman of the Annual General Meeting, can direct the Chairman how to vote by marking either "For", "Against" or "Abstain" on the proxy voting form.

Undirected proxies held by the Chairman will be voted in favour of Resolution 2, 3 and 4. Undirected proxies held from any parties who are the subject of a voting exclusion in respect of a resolution will not be voted on that resolution. Undirected proxies held by any parties who are the subject of a voting exclusion in respect of a resolution will not be voted on that resolution.

Members are encouraged, should they chose to appoint a proxy, to direct that proxy as to how to vote on Resolution 2,3 and 4 by marking either For , Against or Abstain on the proxy form for that item of business.

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Voting Exclusion Statements

Resolution 1 – Remuneration Report

In accordance with the Corporations Act and the ASX Listing Rule 14.11, 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 Personnel ( 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 – the ratification of the issue of ordinary shares to Advance Cables Pty Ltd

In accordance with the Corporations Act, and the ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 3 by Advance Cables Pty Ltd, or any associate of Advance Cables Pty Ltd (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 4 – the ratification of the issue of ordinary shares to Pitt Street Research Pty Ltd

In accordance with the Corporations Act and the ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 3 by Pitt Street Research Pty Ltd, or any associate of Pitt Street Research Pty Ltd (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 28 November 2019. 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 Resolutions 1 to 4 inclusive, contained in the Notice of Meeting, and form part of that Notice of Meeting.

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 auditors’ 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 21 November 2019) 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 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 12 to 16 of the Company's 2019 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 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 choose 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.

Yulin Hu was appointed to the Board in 2015. He retires, in accordance with the ASX Listing Rules and the Constitution, and offers himself for reappointment.

Yulin Hu (Age 51) (Non-Executive Director) Appointed 25 November 2015

Mr Yulin Hu is an Australian resident and leading businessman whose roles include the President of China City Construction Holdings Limited, which owns a construction business in China with approximately 6bn RMB (A$1.1bn) turnover.

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Resolution 3 – the ratification of the issue of ordinary shares to Advance Cables Pty Ltd

The company has issued 782,839 fully paid ordinary shares in the company to Advance Cables Pty Ltd, for the price of twenty four cents per share. The Issue of shares was originally under the terms of sale and purchase agreements as described in the Notice of Meeting announced on 14 January 2019 and approved by shareholders at the EGM held on 13 February 2019 (Resolution 13). The total consideration (before GST) for inventory acquired is $187,881.37, and as it had been 3 months since shareholders approved Resolution 13, the consideration shares were issued under ASX Listing Rule 7.1 placement capacity.

The issue of shares falls within the power of directors generally, but the issue of shares for listed companies is regulated by ASX Listing Rule 7. In particular, listing rule 7.1, in general terms, allows a company to issue up to 15% of the shares already on issue without prior shareholder approval.

Prior to the issue of these shares, the company had 84,703,903 fully paid ordinary shares on issue. Under ASX Listing Rule 7.1 the placement capacity available was 12,705,585 fully paid ordinary shares. Following this issue of 782,839 fully paid ordinary shares that the directors of the company were empowered to issue without the prior approval of shareholders, the placement capacity was 11,922,746 fully paid ordinary shares. After the issue, there were 85,486,742 issued ordinary fully paid shares in the company.

The company now seeks the subsequent approval of shareholders to the issue of the shares to Advance Cables Pty Ltd. The shares issued are fully paid ordinary shares in the company, ranking equally with all other ordinary shares in the company.

The subsequent approval is not required to give effect to the issue of the 782,839 ordinary shares at twenty four cents per share to Advance Cables Pty Ltd. The issue of shares is effective by force of the power of the directors to make it. Rather the subsequent approval will leave the directors with the flexibility to make additional share issues in the near future.

If the approval is given, it will cause this issue of shares to be treated as if it had been made with the approval of shareholders under ASX Listing Rule 7.1. The effect is that the company’s capacity to issue shares without the prior approval of shareholders is ‘refreshed’, leaving the company able to make a further share issue of up to 15% of its issued shares, without shareholders’ prior approval, should it be necessary or desirable. The company will be obliged to comply with ASX Listing Rule 7.1, and the general law, in respect of any future issues.

The company does not have any future issues of securities in contemplation, but wishes to retain the

flexibility to make an issue.

If the approval is not given, there will be no impact on the issue of 782,839 ordinary shares already issued. However, the company will have used part of its entitlement under ASX Listing Rule 7.1 to issue shares without prior shareholder approval for a further twelve months. The capacity of the company to issue further shares will therefore be reduced.

Resolution 4 – the ratification of the issue of ordinary shares to Pitt Street Research Pty Ltd

The company has issued 131,250 fully paid ordinary shares in the company to Pitt Street Research Pty Ltd, for the price of twenty four cents per share. The total consideration is $31,500 and funds raised were to assist in working capital requirements.

The issue of shares falls within the power of directors generally, but the issue of shares for listed companies is regulated by ASX Listing Rule 7. In particular, listing rule 7.1, in general terms, allows a company to issue up to 15% of the shares already on issue without prior shareholder approval.

Prior to the issue of these shares, the company had 85,486,742 fully paid ordinary shares on issue. Under ASX Listing Rule 7.1 the placement capacity available was 11,922,746 fully paid ordinary shares. Following this issue of 131,250 fully paid ordinary shares that the directors of the company were empowered to issue without the prior approval of shareholders, the placement capacity is 11,791,496 fully paid ordinary shares. After the issue, there were 85,617,992 issued ordinary fully paid shares in the company.

The company now seeks the subsequent approval of shareholders to the issue of the shares to Pitt Street Research Pty Ltd. The shares issued are fully paid ordinary shares in the company, ranking equally with all other fully paid ordinary shares in the company.

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The subsequent approval is not required to give effect to the issue of the 131,250 ordinary shares at twenty four cents per share to Pitt Street Research Pty Ltd. The issue of shares is effective by force of the power of the directors to make it. Rather the subsequent approval will leave the directors with the flexibility to make additional share issues in the near future.

If the approval is given, it will cause this issue of shares to be treated as if it had been made with the approval of shareholders under ASX Listing Rule 7.1. The effect is that the company’s capacity to issue shares without the prior approval of shareholders is ‘refreshed’, leaving the company able to make a further share issue of up to 15% of its issued shares, without shareholders’ prior approval, should it be necessary or desirable. The company will be obliged to comply with ASX Listing Rule 7.1, and the general law, in respect of any future issues.

The company does not have any future issues of securities in contemplation, but wishes to retain the flexibility to make an issue.

If the approval is not given, there will be no impact on the issue of 131,250 ordinary shares already issued. However, the company will have used part of its entitlement under ASX Listing Rule 7.1 to issue shares without prior shareholder approval for a further twelve months. The capacity of the company to issue further shares will therefore be reduced.

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