ENERGY TECHNOLOGIES LIMITED — AGM Information 2020

Oct 18, 2020

Energy Technologies Ltd (ASX:EGY) ACN 002 679 469

Notice of Annual General Meeting and Ex lanator Notes p y

Date of meeting: 18 November 2020

Time of meeting: 10:30 am

Place of meeting: Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100 and online

Due to the ongoing COVID-19 pandemic, Shareholders will be given the opportunity to attend the Meeting either in person or virtually via Zoom. If you are a Shareholder who wishes to attend and participate in the Meeting via Zoom please register in advance as per the instructions outlined in this Notice of Meeting.

Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

TO BE VALID, FORMS OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 10:30AM SYDNEY TIME ON MONDAY 16 NOVEMBER 2020

Energy Technologies Limited

ACN 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 ) to be held at Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100 on 18 November 2020 at 10:30 am (Sydney time).

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Company at the time of preparing this Notice of General Meeting ( Notice ), the Company is also providing an opportunity to participate in the Meeting virtually via Zoom at the link set out below:

https://zoom.us/j/91900375793?pwd=MEZEZVNQRFUyTnBlbm1iTUJOc2ZPUT09 When : Wednesday, 18 November 2020 at 10:30 AM (AEDT)

All resolutions will be conducted by way of a poll.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your proxy form which will be delivered to you by email or post (depending on your communication preferences).

Shareholders attending the Meeting virtually will be able to ask questions and cast their votes on the proposed resolution at the Meeting. Shareholders who intend to join the Meeting via Zoom are asked to dial-in 30 minutes prior to the start of the Meeting to allow the Company to take your details.

The Company welcomes any questions submitted prior to the Meeting by email to Greg.Knoke@energytechnologies.com.au. Where a written question is raised in respect of the resolutions to be considered at the Meeting or the Key Management Personnel of the Company, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company it will not respond to unreasonable and/or offensive questions).

Shareholders should monitor EGY’s website or the ASX's EGY page for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available via the ASX as required and through its website at https://www.energytechnologies.com.au.

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ENERGY TECHNOLOGIES LIMITED ACN 002 679 469

The attached Explanatory Notes are provided to supply Shareholders with information to allow them to make an informed decision regarding the Resolutions set out in this Notice of Meeting. The Explanatory Notes are to be read in conjunction with this Notice.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

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, Remuneration Report and the Reports of the Directors and Grant Thornton Audit Pty Ltd as the auditor of the Company ( Auditor ), for the year ended 30 June 2020.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the Company’s Annual Financial Report.

A representative of the Auditor, will be present at the Meeting and Shareholders will have an opportunity to ask the Auditor's representative questions in relation to the conduct of the audit, the Auditor’s report, the Company’s accounting policies, and the independence of the auditor.

The Company's 2020 Annual Report can be viewed online at the Company’s website www.energytechnologies.com.au on the “Corporate Governance” page under “EGY Annual Report”.

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 2020 be adopted in accordance with section 250R(2) of the Corporations Act. ”

Further details in respect of Resolution 1 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

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

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That for the purpose of ASX Listing Rule 14.4, Article 10.02 of the Company's Constitution and for all other purposes, Mr Gary A Ferguson, who retires by rotation in accordance with Article 10.02(1) of the Company's Constitution, and being eligible, offers himself for reelection, be elected as a Director of the Company .”

Further details in respect of Resolution 2 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

5.

Re-election of Director (Resolution 3):

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That for the purpose of ASX Listing Rule 14.4, Article 10.02 of the Company's Constitution and for all other purposes, Mr Matthew Driscoll, who retires in accordance with Article 10.02(1) of the Company's Constitution, and being eligible, offers himself for re-election, be elected as a Director of the Company .”

Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

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SPECIAL BUSINESS

6. Share Option Plan Approval (Resolution 4)

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That the Shareholders approve for the purposes of ASX Listing Rule 7.2 Exception 13(b) and for all other purposes, the Share Option Plan as described in the Explanatory Notes accompanying this Notice of Meeting, and the grant of options over securities of the Company from time to time under the Share Option Plan .”

Further details in respect of Resolution 4 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

7. Directors Equity Plan Approval (Resolution 5)

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That the Company approve for all purposes, including ASX Listing Rule 10.14, the issue of Shares of the Company to Directors under the Directors' Equity Plan as described in the Explanatory Notes accompanying this Notice of Meeting. ”

Further details in respect of Resolution 5 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

8. The ratification of the issue of ordinary Shares (Resolution 6)

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of twelve million, six hundred and eighty seven thousand, seven hundred and thirty six (12,687,736) fully paid ordinary Shares in the Company to sophisticated and professional investors under a Share placement for the price of eight cents ($0.08) per Share, which issue occurred on 7 July 2020, is ratified.”

Further details in respect of Resolution 6 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

9. The ratification of the issue of ordinary Shares (Resolution 7)

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of seventy four thousand and seventy four (74,074) fully paid ordinary Shares in the Company to James William Caffrey, and thirty eight thousand, eight hundred and eighty nine (38,889) fully paid ordinary Shares in the Company to Shed Media Pty Ltd for the price of twenty seven cents ($0.27) per Share, which issue occurred on 13 December 2019, is ratified .”

Further details in respect of Resolution 7 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

10. The ratification of the issue of ordinary Shares (Resolution 8)

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of forty two thousand (42,000) fully paid ordinary Shares in the Company to Shed Media Pty Ltd for the price of twenty seven cents ($0.25) per Share, which issue occurred on 18 May 2020, is ratified. ”

Further details in respect of Resolution 8 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

11. Issue of options over ordinary Shares (Resolution 9)

To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution :

“ That for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given to the Company to issue twelve million five hundred thousand (12,500,000) options over ordinary Shares in the Company at twelve cents ($0.12) per share to PAC Partners Securities Pty Limited and its nominees .”

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Further details in respect of Resolution 9 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

12. Issue of options over ordinary Shares (Resolution 10)

To consider and if thought fit to pass (with or without amendment) 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, approval is given to the Company to issue six million (6,000,000) options over ordinary Shares in the company at eleven point two cents ($0.112) per Share to Cashel Financial Services Pty Ltd's nominee Styletown Investments Pty Ltd .”

Further details in respect of Resolution 10 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

13. The approval under Listing Rule 7.1A to issue additional Shares in the Company over the next twelve months (Resolution 11)

To consider and if thought fit to pass (with or without amendment) the following resolution as a special resolution :

" That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve an additional capacity of the Company to issue Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Notes. "

Further details in respect of Resolution 11 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

By order of the Board and Directors of the Company

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Gregory Knoke Company Secretary 19 October 2020

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Notes:

Entitlement to Vote

For the purposes of section 1074E(2)(g)(i) of the Corporations Act and 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 16 November 2020.

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

Voting at the meeting

You may vote by participating in the Meeting (be it via Zoom or in person) or by appointing an attorney or corporate representative to participate in the Meeting and vote for you. Alternatively, Shareholders who are entitled to vote at the Meeting may vote by appointing a proxy to participate and vote on their behalf, using the Proxy Form accompanying this notice or by appointing a proxy online.

Voting in person virtually

Shareholders wishing to vote via Zoom, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must log in online to participate in the Meeting to be held at 10:30am (Sydney time) on 18 November 2020 by going to site at the following link: https://zoom.us/j/91900375793?pwd=MEZEZVNQRFUyTnBlbm1iTUJOc2ZPUT09

Shareholders, their attorneys (or in the case of Shareholders or proxies which are corporations, corporate representatives), who plan to participate in the Meeting via Zoom should log in online 30 minutes prior to the time designated for the commencement of the Meeting, if possible, to register.

Voting by attorney

If you wish to appoint an attorney to vote at the Meeting the original or a certified copy of the power of attorney under which the attorney has been appointed must be received by the Company Secretary no later than 10:30am (Sydney time) on 16 November 2020 (or if the Meeting is adjourned or postponed, no later than 48 hours before the resumption of the Meeting in relation to the resumed part of the Meeting).

Any power of attorney granted by a Shareholder will, as between the Company and that Shareholder, continue in force and may be acted on, unless express notice in writing of its revocation or the death of the relevant Shareholder is lodged with the Company.

Your appointment of an attorney does not preclude you from logging in online or attending in person, and participating and voting at the Meeting. The appointment of your attorney is not revoked merely by your participation and taking part in the Meeting, but if you vote on a resolution, the attorney is not entitled to vote, and must not vote, as your attorney on that resolution.

Voting by proxy

Shareholders wishing to appoint a proxy to vote on their behalf at the Meeting must either complete and sign or validly authenticate the personalised Proxy Form which accompanies this Notice of Meeting. A person appointed as a proxy may be an individual or a body corporate.

Completed Proxy Forms must be delivered to the Company Secretary by 10:30am (Sydney time) on Monday, 16 November 2020 in any of the following ways:

By mail to:

The Company Secretary Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100

by email to:

greg.knoke@energytechnologies.com.au

A proxy need not be a Shareholder.

If you appoint a proxy and subsequently wish to attend the meeting yourself, the proxy will retain your vote and you will be unable to vote yourself unless you notify the Company Secretary of the revocation of your proxy appointment before the commencement of the Meeting. You may notify the Company Secretary by calling (02) 9938 5622.

If a proxy appointment is signed by a Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman will act as proxy.

You are entitled to appoint up to two proxies to participate in the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy you must specify the names of each proxy and the percentage of votes or number of securities for each proxy on the Proxy Form. Replacement Proxy Forms can also be obtained from the Share Registry or the Company Secretary.

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If you hold Shares jointly with one or more other persons, in order for your proxy appointment to be valid, each of you must sign the Proxy Form.

Corporate Representation

If your holding is registered in a company name and you would like to attend the meeting in person (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, if you intend to attend the meeting via Zoom, please complete the Appointment of Corporate Representative Form must be delivered to the Company Secretary by 10:30am (Sydney time) on Monday, 16 November 2020 as follows:

By mail to:

The Company Secretary

Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100

The appointment of a representative may set out restrictions on the representative's powers. The appointment must comply with section 250D of the Corporations Act.

The original Appointment of Corporate Representative Form, a certified copy of the form, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed.

Undirected Proxies

If a Shareholder nominates the Chairman of the Meeting as that Shareholder's proxy, the person acting as Chairman of the Meeting must act as proxy under the appointment in respect of any or all items of business to be considered at the Meeting.

If a proxy appointment is signed or validly authenticated by that Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman of the Meeting will act as proxy in respect of any or all items of business to be considered at the Meeting.

Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director which do not contain a direction as to how to vote will be voted in favour of the resolution at the Meeting.

The Chairman intends to vote undirected proxies of which the Chairman is appointed as proxy in favour of the resolutions.

Questions and comments by Shareholders at the Meeting

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Auditor in relation to the conduct of the external audit for the year ended 30 June 2020, or the content of its audit report. Please send your questions via email to:

Greg Knoke

Company Secretary Energy Technologies Limited Greg.Knoke@energytechnologies.com.au

Written questions for the Company's Auditor must be received by no later than 5.00pm (Sydney time) on 13 November 2020. A representative of the Auditor will provide answers to the questions at the Meeting.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Notes.

In accordance with the Corporations Act and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Company’s Remuneration Report for the year ended 30 June 2020.

During the course of the Annual General Meeting, the Chairman will seek to address as many shareholder questions as reasonably practicable, and where appropriate, will give a representative of the Auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to shareholders.

For and on behalf of the Board of Directors

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Gregory Knoke Company Secretary 19 October 2020

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Voting Exclusion Statements

Resolution 1 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company will disregard any votes cast on Resolution 1 (Remuneration Report) by or on behalf of 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:

• 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

• 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; or

• it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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 4 - Share Option Plan Approval

In accordance with the ASX Listing Rules, in respect of Resolution 4 (Share Option Plan Approval), the Company will disregard any votes cast on the resolution by or on behalf of:

• any Director of the Company or any other person who is eligible to participate under the Share Option Plan; and

• an associate of any of those parties.

However, votes will not be disregarded if cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 - Directors' Equity Plan Approval

In accordance with the ASX Listing Rules, in respect of Resolution 5 (Directors' Equity Plan Approval), the Company will disregard any votes cast on the resolution by or on behalf of:

• any Director of the Company; and

• an associate of any Director of the Company.

However, votes will not be disregarded if cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6 – the ratification of the issue of ordinary shares under Share Placement

In accordance with the Corporations Act and ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 6 by any persons who participated in, or who obtained a material benefit from the placement as a result of the issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associate of those persons.

However, votes will not be disregarded if cast by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7 – the ratification of the issue of ordinary shares to James William Caffrey and Shed Media Pty Ltd

In accordance with the Corporations Act and ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 7 by James William Caffrey, or any associate of James William Caffrey (each an Excluded Shareholder) and disregard any votes cast on Resolution 7 by Shed Media Pty Ltd, or any associate of Shed Media Pty Ltd (each an Excluded Shareholder).

However, votes will not be disregarded if cast by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8 – the ratification of the issue of ordinary shares to Shed Media Pty Ltd

In accordance with the Corporations Act and the ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 8 by Shed Media Pty Ltd, or any associate of Shed Media Pty Ltd (each an Excluded Shareholder).

However, votes will not be disregarded if cast by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 9 – the issue of options over ordinary shares

In accordance with the Corporations Act, and the ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 9 by PAC Partners Securities Pty Ltd, Mr Sean Kennedy, Mr Craig Stranger, Emerging

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Equities Pty Ltd, Mr Alexander Smith, Ms Vanessa Brajtman (or nominee) or any associate of PAC Partners Securities Pty Ltd Mr Sean Kennedy, Mr Craig Stranger, Emerging Equities Pty Ltd, Mr Alexander Smith, Ms Vanessa Brajtman, or nominee.

However, votes will not be disregarded if cast by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 10 – the issue of options over ordinary shares

In accordance with the Corporations Act, and the ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 10 by Cashel Financial Services Pty Ltd, Styletown Investments Pty Ltd (or nominees) or any associate of Cashel Financial Services Pty Ltd, Styletown Investments Pty Ltd, or nominee.

However, votes will not be disregarded if cast by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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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 18 November 2020. 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 11 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.

Shareholders 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 Shareholders' 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 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 five days before the day on which the Meeting is held (i.e. no later than 13 November 2020) to:

The Company Secretary Energy Technologies Limited Unit J, 134-140 Old Pittwater Road Brookvale NSW 2100 Greg.Knoke@energytechnologies.com.au

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.

Resolution 1: to adopt the Remuneration Report

In accordance with Section 300A(1) of the Corporations Act the Remuneration Report is included in the Directors Report for the financial year ended 30 June 2020. The Corporations Act also requires that the Remuneration Report be adopted at the Meeting by a resolution. While there is a requirement for a formal resolution, the Shareholders' 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 2020 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. Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments on the Remuneration Report.

Sections 250U to 250Y of Corporations Act provide for a ‘two strikes and re-election’ process in relation to the Shareholder vote on the Remuneration Report as follows:

• A ‘first strike’ will occur if this Remuneration Report resolution receives a ‘no’ vote of 25% or more. If this occurs, the Company’s subsequent remuneration report must contain an explanation of the

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Board’s proposed action in response to the ‘no’ vote or an explanation of why no action has been taken by the Board.

• A ‘second strike’ will occur if the resolution to adopt the Remuneration Report at the Company's next annual general meeting also receives a ‘no’ vote of 25% or more. If this occurs, Shareholders will vote at that annual general meeting to determine whether the Directors will need to stand for re-election at a separate, subsequent meeting (the spill resolution ). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days.

The Company has not received a first strike.

The Board abstains from making a recommendation in relation to shareholders voting on Resolution 1.

Resolution 2: Re-election of Director

Proposed resolution

Resolution 2 seeks the re-election of Mr Gary A. Ferguson as Director of the Company.

Background

ASX Listing Rule 14.5 requires that the Company hold an election of Directors each year. Additionally, Listing Rule 14.4 provides that a Director must not hold office (without re-election) past the third annual general meeting following the Director's appointment or 3 years, whichever is longer.

Further, Article 10.02(1) of the Constitution of the Company 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.

Mr Ferguson was initially appointed to the Board in 2012. Mr Ferguson retired by rotation pursuant to Article 10.02(1) of the Constitution and was re-elected on 30 November 2017 (being the date the Company's 2017 Annual General Meeting was held). He retires, in accordance with the ASX Listing Rules and the Constitution, and offers himself for reappointment.

Gary A Ferguson CA (Age 77) (Non-executive Director). Originally appointed 1 October 2012

Mr Ferguson is a qualified accountant. During his career, he has worked for manufacturing companies as a cost accountant, lectured in accounting (post-certificate Cost Accounting) with the then Department of Technical Education, developed the methodology associated with risk analysis profiles for capital expenditure projects in both the cable and abrasive sectors and providing consultant services to these companies. Mr Ferguson relocated to Mid-North Coast NSW in 1975 and gained a very broad level of experience, owning and operating businesses in the construction, hospitality, heavy transport and earthmoving and quarry industries. In 1992 he acquired a public practice in Kempsey, specialising in providing commercial clients with advice in corporate structure, taxation, reporting and financial management areas, including providing associated legal services from in house partners. Mr Ferguson is a Member of both Chartered Accountants Australia and New Zealand (CA) and Certified Practising Accountants in Australia (CPA). Mr. Ferguson is also Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees of the Company.

If Shareholders do not give their approval for Resolution 2, Mr Ferguson will cease to be a Director.

Board recommendation

The Directors (other than Mr Ferguson, who abstains) recommend that you vote in favour of this Resolution.

Resolution 3: Re-election of Director

Proposed resolution

Resolution 3 seeks the re-election of Mr Matthew Driscoll as Director of the Company.

Background

ASX Listing Rule 14.5 requires that the Company hold an election of Directors each year. Additionally, Listing Rule 14.4 provides that a Director must not hold office (without re-election) past the third annual general meeting following the Director's appointment or 3 years, whichever is longer.

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Article 10.02(1) of 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 reelection for three or more years.

Mr Matthew Driscoll was initially appointed to the Board in 2016. Mr Driscoll retired pursuant to Article 10.02(1) of the Company's Constitution, and was re-elected on 30 November 2017 (being the date the Company's 2017 Annual General Meeting was held). He retires, in accordance with the ASX Listing Rules and the Constitution, and offers himself for reappointment.

Matthew Driscoll BA, Dip Ed, Grad. Dip. App Fin. SF Fin., MSAA, GAICD (Age 56) (Non- Executive Director) Appointed 20 December 2016.

Mr Driscoll has significant experience across several industries, including online technologies, financial services, fintech, property and resources. He has more than 30 years’ experience in capital markets and the financial services industry and is an accomplished company director in roles across listed and private companies. He has significant experience in international business growth, mergers and acquisitions, equity and debt raisings and building strategic alliances, and remains committed to ethical, commercial and consumer-based outcomes.

Other Current Directorships: NED Blina Minerals (BDI), NED BuyMyPlace.com.au (BMP), NED of Unlisted public Co. Smoke Alarms Holdings. Former Directorships (last 3 years): Chair, Powerwrap Limited (PWL) Chair, Killara Resources Limited (KRA).

If Shareholders do not give their approval for Resolution 3, Mr Driscoll will cease to be a Director.

Board recommendation

The Directors (other than Mr Driscoll, who abstains) recommend that you vote in favour of this Resolution.

Resolution 4: Share Option Plan Approval

Proposed resolution

Resolution 4 seeks the approval of the Company's proposed Share Option Plan ( SOP ).

Background

In 2008 the Board established the SOP to provide the Company with flexibility in its remuneration arrangements for employees.

Rule 7.1 of the ASX Listing Rules restricts the Company from issuing Equity Securities equal to more than 15% of the ordinary Equity Securities on issue in a 12 month period without shareholder approval, unless an exception applies. The Company has not exceeded this 15% limit.

ASX Listing Rule 7.2 contains a number of exceptions to the 15% limit in Listing Rule 7.1, allowing specified issues of securities to be excluded when calculating the 15% maximum. One exception is issues approved by shareholders under an employee share plan (exception 13(b)). This exception applies for three years from the date of approval.

The SOP is an employee option plan of the type contemplated by exception 13(b) of ASX Listing Rule 7.2. Approval of Shareholders was sought and obtained in November 2008, November 2011, November 2014 and in November 2017 for the SOP. Accordingly, as required by the ASX Listing Rules, the Board is again seeking Shareholder approval for future grants of options ( Options ) made under the SOP (with only minor edits to the previous terms approved previously), and Shares issued on the exercise of those Options for the next 3 years so that such grants are excluded from the 15% calculation under Listing Rule 7.1.

The Company would retain the ability to grant Options and Shares under the terms of the SOP after Shareholder approval has been sought, irrespective of whether Shareholders vote in favour of or against Resolution 4. The difference will be whether the grants of Options under the SOP after that time must be counted in the 15% limit or not.

Even where approval is obtained, under the ASX Listing Rules, any proposed grant of Options under the SOP to a Director or certain persons associated with any Director of the Company would separately require prior approval of Shareholders in general meeting.

The Company does not in any event intend, at this point in time, to grant any additional Options under the SOP to any eligible participant, whether a Director of the Company, associate of a Director of the

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Company or any other eligible person, but is seeking approval from Shareholders now so that maximum flexibility can be maintained.

The ASX Listing Rules require the Notice of Meeting relating to the Annual General Meeting at which Shareholders are required to consider a resolution to approve securities issues made by the Company pursuant to exception 13(b), to include certain specified information regarding those securities issues. This information is set out below.

Listing Rule 7.2, Exception 13(b)

In accordance with Listing Rule 7.2, exception 13(b), the Company provides the following information in relation to the SOP.

A summary of the terms of the SOP

A summary of the main terms and conditions of the SOP appear below. Copies of the SOP Rules are available on request to the Company Secretary.

(a) Offers

The Company may from time to time during the operation of the SOP make an offer ( Offer ) in writing to any Eligible Employee (as defined below) specifying:

• the number of Options (and the number of Shares to which the Options relate) for which the Eligible Employee may apply;

• the period during which the Offer may be accepted;

• the exercise price of the Options;

• any conditions that will apply before the Options can be exercised;

• the period during which the Options may be exercised; and

• any other matters required to be specified by the Corporations Act or the Listing Rules.

(b) Eligible Employee

An Eligible Employee includes 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 SOP a Director or Officer will be deemed to be in the employ of the Company or a subsidiary of the Company.

(c) 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. The Eligible Employee is entitled to nominate a nominee to be granted the Options. The nominee will be a trust or company in which the Eligible Employee has an interest or other person or entity as permitted by the tax legislation in respect of an employee share plan.

No application will be made for listing of the Options.

(d) Participant

An Eligible Employee (or nominee) who has accepted the Offer will be a Participant .

(e) 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, or an exercise price above the weighted average price of Shares traded on the ASX during the 20 days prior to the date of Offer at the directors' discretion.

(f) 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 the acceptance by the Participant of the Offer; and

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• 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.

(g) Limitation on the number of Options to be issued

The aggregate number of Options over Shares that may be issued under the SOP at any time, when added to the Shares below will not exceed 7.5 million.

(h) 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. Additionally, unless the Board otherwise determines or the Listing Rules permit, the Options will only be exercisable while the Participant remains in the employ of the Company or a subsidiary. An exception to this 35% exercise limitation applies in the 3 months before the Options lapse.

(i) 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 for the Options, 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.

(j) Alteration of Exercise Condition

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.

(k) Reorganisation of Options

In the event of a consolidation, subdivision, 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.

(l) Termination or suspension

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

Security issued since the date of last approval

Since the SOP was approved by Shareholders in November 2017, no Options have been issued under the SOP.

Board recommendation

Given the eligibility of Directors to be issued with securities under the SOP, the Directors abstain from providing a recommendation with respect to this Resolution.

Voting exclusions

Please refer to the Voting Exclusion Statements section for voting exclusions on this Resolution.

Resolution 5: Directors Equity Plan Approval

Proposed resolution

Resolution 5 seeks the approval of the issue of Shares to Directors in accordance with Company's proposed Directors' Equity Plan ( DEP ).

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Background

The Board established the DEP in 2008, and it was re-approved by Shareholders in 2011, and in 2014 and in 2017. Under the DEP, Directors may elect to receive Shares in the Company in lieu of payment of their Directors' fees. If a Director elects to sacrifice only part of their fees, the Director will receive the remainder of their Director’s fees in cash.

The DEP helps to align the interests of Directors with those of Shareholders by encouraging Director Share ownership. Participation in the DEP by a Director also reduces the obligation of the Company to use cash to pay that Director's fees, which cash can then be used by the Company for working capital purposes.

There will be no loans in relation to the DEP. Shares may only be issued in lieu of payment of fees.

Approvals required

(a) Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a Related Party unless the giving of the financial benefit falls within one of the relevant exceptions, or prior shareholder approval is obtained to the giving of the financial benefit.

A Related Party includes Directors of the Company under section 228 of the Corporations Act. Section 229 of the Corporations Act defines 'financial benefit' broadly and includes issuing securities, granting an option or providing finance to a Related Party.

The Board has formed the view that the issue of the Shares to Directors under the DEP does not require shareholder approval under section 208 of the Corporations Act, as the issue constitutes ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

In reaching this view, the Company has considered the role and responsibility of the Directors and the need of the Company to effective incentivise its Directors, while aligning the incentive with increasing Shareholder value and the desirability of preserving cash resources within the Company.

The Board believes that the proposed issuance of Shares under the DEP, provides a cost-effective incentive-based form of remuneration for the Directors which aligns their interests and remuneration, to the achievement of operational milestones, share price appreciation, and improved overall shareholder value.

(b) Listing Rules

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval (by ordinary resolution) prior to the issue of Equity Securities under an employee incentive scheme to a director of the company.

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval (by ordinary resolution) prior to the issue of Equity Securities to a Related Party of the company. ASX Listing Rule 10.12 exception 8, provides an exception to ASX Listing Rule 10.11 where an issue of Equity Securities is made under an employee incentive scheme with the approval of shareholders under ASX Listing Rule 10.14. As approval is being sought under ASX Listing Rule 10.14, approval under ASX Listing Rule 10.11 is not required.

Accordingly, approval is now sought under Listing Rule 10.14 for the issue of Shares under the DEP. Should the Shareholders approve this Resolution 5, that approval will apply to any issue of Shares under the DEP to a current Director at any time during the three years after the date of the Meeting. Approval is also sought for the issue of Shares under the DEP for the next 3 years so that such issues are excluded from the 15% limit.

If approval is not given for Resolution 5, the Company will not be permitted to issue further Shares to the Directors under the DEP.

Listing Rule 10.15

In accordance with Listing Rule 10.15, the Company provides the following information.

(a) Names of the persons entitled to participate in the DEP

Participation in the DEP is voluntary and all Directors currently in office are eligible to participate (unless participation by a Director would result in the Company becoming obliged to prepare, lodge or issue a prospectus or disclosure document in any jurisdiction and the Board considers it would be onerous for the Company to do so in the circumstances).

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The Directors who are each eligible to participate are Mr Alfred J Chown, Mr Gary A Ferguson, Mr Philip W Dulhunty, Mr Yulin Hu and Mr Matthew Driscoll.

(b) Category of Listing Rule 10.14

The issue of Shares under the DEP is governed by Listing Rule 10.14.1, as all of the eligible participants are Directors.

Listing Rule 10.14.1 provides that a listed company must not permit Directors to acquire Equity Securities under an employee incentive scheme without the approval of the holders of the company's ordinary Equity Securities.

(c) The number and class of securities proposed to be issued under the DEP

Participating Directors may elect to sacrifice up to 100% of their annual Director's fees. The number of Shares which may be acquired by Directors under the DEP cannot be precisely calculated, as it depends on the extent to which each Director participates in the DEP. To determine the number of Shares acquired for each Director, the dollar value of the fees sacrificed by the Director to participate in the DEP will be divided by the weighted average price of Shares traded on the ASX for the 20 trading days preceding the proposed date of issue of the relevant Shares.

Shares issued under the DEP will be ordinary fully paid.

Example: If one director elects to sacrifice $20,000 of their annual Director's fees, and the weighted average price of Shares traded on the ASX for the 20 trading days preceding the proposed date of issue of the relevant Shares is $0.10, then the director will be issued with 200,000 shares. This is an illustrative example only.

(d) Price of Shares

Shares will be issued to Directors under the DEP for the price which is the weighted average price of Shares traded on the ASX for the 20 trading days preceding the proposed date of issue of the relevant Shares or an exercise price above the weighted average price of Shares traded on the ASX during the 20 days prior to the date of offer at the directors discretion ( Share Price Formula ). Apart from the fees, no additional consideration will be paid, or has previously been paid for Shares issued under the DEP. No loan exists or will exist in relation to the issue of Shares under the DEP.

Shareholders have previously approved a maximum aggregate fee pool for all Non-Executive Directors of $500,000 per annum. Current fees are less than this in aggregate. Assuming each Non-Executive Director sacrifices 100% of their fees (representing a total sacrifice of $280,000 per annum) and assuming the market value of Shares at each issue date is $0.08 per share, then over the three year approval period, 3,500,000 Shares per annum could be issued to the Non-Executive Directors collectively (i.e. 10,500,000 Shares could be issued by the Company to the Non-Executive Directors rather than the Company paying the Non-Executive Directors $840,000 in cash over the 3 years). This is an illustrative example only as the number of Shares issued is dependent on the market price of Shares, the total fees payable to Non-Executive Directors and the extent to which each Non-Executive Director chooses to participate. Regardless of these variables, the Company will not issue more than 25,000,000 shares to Directors under the DEP.

(e) Details of each Director's total remuneration package

Name of person	Relationship of person	Remuneration package
Mr Alfred Chown	Chairman/Managing Director	Mr Chown's total remuneration with respect to the financial year ending 30 June 2021 is $338,400 inclusive of superannuation if payable.
Mr Gary A Ferguson	Non-Executive Director	Mr Ferguson's total remuneration with respect to the financial year ending 30 June 2021 is $50,000 inclusive of superannuation if payable.
Mr Philip W Dulhunty	Non-Executive Director	Mr Dulhunty's total remuneration with respect to the financial year ending 30 June 2021 is $50,000, inclusive of superannuation if payable.
Mr Yulin Wu	Non-Executive Director	Mr Yulin's total remuneration with respect to the financial year ending 30 June 2021 is $50,000 inclusive of superannuation if payable.
Mr Matthew Driscoll	Non-Executive Director	Mr Driscoll's total remuneration with respect to the financial year ending 30 June 2021 is $80,000 inclusive of superannuation if payable.

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(f) Number of shares that have previously been issued to each eligible person under the DEP and the average acquisition price (if any) paid by the person for those securities :

The Company is asking the Shareholders to approve the DEP. No securities will have been issued under the DEP being approved in this Meeting. (g) Timing of acquisition

Shares will be acquired half-yearly in arrears, subject to the insider trading provisions of the Corporations Act. The Shares will be issued by the Company.

(h) Any loans that will be made in relation to the Shares acquired under the DEP

Not applicable.

(i) Statement under Listing rule 10.15.11

Details of shares issued under the DEP are published in the Company’s Annual Report relating to the period in which shares have been issued, with a statement that approval for the issue of shares was obtained under ASX Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in this Notice will not participate until approval is obtained under that rule.

Board recommendation

The Directors abstain from a recommendation on this Resolution based on their material personal interest in the outcome.

Voting exclusions

Please refer to the Voting Exclusion Statements section for voting exclusions on this resolution.

Resolutions 6: the ratification of the issue of ordinary Shares under a Share placement

and non-renounceable rights issue.

Proposed resolution

Resolution 6 seeks that for the purposes of ASX Listing Rule 7.4 , and for all other purposes, the issue of 12,687,736 fully paid ordinary Shares in the Company (15% capacity under ASX Listing Rule 7.1) to sophisticated and professional investors under a Share placement for the price of eight cents ($0.08) per Share, which issue occurred on 7 July 2020, is ratified.

Background

On 24 June 2020, EGY announced a capital raising ( Capital Raising ) of up to $5 million through the issue of ordinary fully paid Shares. The Capital Raising comprised a $1.6m placement ( Placement ) and a non–renounceable $3.4 million rights issue ( Rights Issue ), at an issue price of $0.08 per Share ( Issue Price ).

The Placement closed successfully and was supported by Australian institutional and family office investors, as well as existing Shareholders. 20,000,000 Shares were issued to sophisticated and professional investors under the Placement; 13,685,530 ordinary Shares were issued under the Rights Issue (raising a total of $1.095 million) on the basis of 1 Share for every 2.17 Shares held as at 7.00pm (AEST) on Wednesday 24 June 2020, and an additional 28,814,470 ordinary Shares were issued as part of the shortfall (raising a total of $2.305 million).

Funds raised under the Capital Raising were (and are intended to be) used as follows:

• Provision of working capital to the Company's wholly-owned operating subsidiary, Bambach Wires and Cables Pty Ltd, to fund an increase in raw material purchases.

• Increasing inventories for:

• proprietary manufactured & branded existing and new products, including SafeX (low smoke zero halogen cables), Vari-Flex (variable speed drive cables), TrackSure and TrackDrive (railway signalling and power cables), Traffi-Cab and Detecta-Cab (road signalling cables) and LoadFleX (street lighting cables); and

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• new products to be launched over the medium term that will cater to identified demand for cables required for solar power & energy generation, shipbuilding (including naval vessels) and train & rail infrastructure (including locomotives & carriages; as well as road & rail tunnels).

• Replenish general working capital reserves and bolster tendering facilities.

• Applied to the costs of undertaking the Placement and Rights Issue.

The Issue Price represented a discount of:

• 53.8% to the 10-day volume weighted average price of $0.173; or

• 54.3% to the last traded price of $0.175.

Placement

Under Listing Rule 7.1, the Company is permitted to issue Equity Securities equal to up to 15% of its ordinary Equity Securities on issue without Shareholder approval. The issue of Shares under the Placement occurred on Tuesday, 7 July 2020 without Shareholder approval using the Company’s existing capacity under ASX Listing Rule 7.1. The Company also obtained consent from the ASX to utilise an expanded 25% capacity (that is, an additional 10% capacity in addition to its initial 15% capacity) under the ASX COVID-19 temporary relief class order entitled " Class Waiver Decision - Temporary Extra Placement Capacity " ( Temporary Extra Placement Capacity ).

The Company and the Lead Manager (PAC Partners Securities Pty Ltd) approached existing sophisticated and wholesale investors on the Companies Share register, as well as clients of the Lead Manager, to participate in the Placement. The Placement was allocated on a preferred basis to existing qualified Shareholders identified by the Company and then professional and sophisticated investors introduced by the Lead Manager. As far as the Company is aware, no Share were issued in the Placement to any Related Party.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1 by permitting the ratification of previous issues of Equity Securities which were not made under a prescribed exception under ASX Listing Rule 7.2 or with security holder approval, provided that such issues did not breach the 15% threshold set out by Listing Rule 7.1. If security holders of a company approve the ratification of such previous issues of Equity Securities at a general meeting, those Equity Securities will be deemed to have been issued with security holder approval for the purposes of ASX Listing Rule 7.1.

The additional Shares issued under the Temporary Extra Placement Capacity are permitted for a single placement only and are not permitted to be ratified. Of the twenty million fully paid ordinary Shares issued under the Placement, 12,687,736 fully paid ordinary Shares in the Company were issued under ASX Listing Rule 7.1 (and not under the Temporary Placement Capacity) and are available to be ratified.

Accordingly, if Shareholders ratify the Company's previous issue of Shares (made under Listing Rule 7.1) by way of approving Resolution 6, those Shares will be deemed to have been issued with Shareholder approval for the purposes of ASX Listing Rule 7.1 and will no longer be deducted from the Company's 15% placement capacity.

It is proposed that the Shareholders ratify the issue of 12,687,736 Shares under the Placement (which were issued under ASX Listing Rule 7.1 (and not under the Temporary Placement Capacity)). Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital or other purposes as required. If this previous issue of Shares is not ratified, those Shares will be deducted from the Company's 15% placement capacity, thereby reducing the Company's ability to utilise its placement capacity for the balance of the relevant 12 month period.

Board Recommendation

As explained above, the effect of Shareholder approval for Resolution 6 is the reinstatement of the Company’s 15% placement capacity. The Directors do not (save for as otherwise set out in this Notice) currently have any specific intention to make any further issue of Shares without approval of Shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing Rule 7.2. However, the Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its 15% Placement Capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

Voting exclusions

Please refer to the Voting Exclusion Statements section for voting exclusions on this resolution.

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Resolutions 7 and 8 – the ratification of the issue of ordinary Shares to James William Caffrey and Shed Media Pty Ltd on 13 December 2019, and to Shed Media on 18 May 2020

Proposed resolutions

Resolution 7 seeks that for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of:

• 74,074 fully paid ordinary Shares in the company to James William Caffrey ( Caffrey ); and

• 38,889 fully paid ordinary Shares in the Company to Shed Media Pty Ltd ACN 121 215 530 ( Shed Media ),

each for the price of twenty seven cents ($0.27) per Share, which issues occurred on 13 December 2019 ( 13 December Issue ) is ratified.

Resolution 8 seeks that for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 42,000 fully paid ordinary Shares in the Company to Shed Media Pty Ltd for the price of $0.25 per Share on 18 May 2020 ( 18 May Issue ) is ratified.

Background

On 13 December 2019, the Company issued 74,074 fully paid ordinary Shares in the Company to Caffrey and 38,889 fully paid ordinary Shares in the company to Shed Media for the price of $0.27 per Share. The consideration for these Shares was services rendered to the value of $30,500. While no funds raised, the saving of cash payments will assist with working capital requirements. As per the Company's announcement released on 13 December 2019, the Shares issued to Caffrey and Shed Media were issued under the Company's 15% placement capacity (pursuant to Listing Rule 7.1).

On 18 May 2020, the Company issued 42,000 fully paid Shares to Shed Media for the price of $0.25 per Share. As advised in the Company's ASX announcement on 18 May 2020, the Shares were issued in consideration for services rendered and were issued under the Company's 15% placement capacity.

ASX Listing Rule 7.1 provides that a listed company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue Equity Securities during any 12 month period in excess of 15% of the number of ordinary Equity Securities on issue at the commencement of that 12 month period without Shareholder approval.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1 by permitting the ratification of previous issues of securities which were not made under a prescribed exception under ASX Listing Rule 7.2 or with security holder approval, provided that such issues did not breach the 15% threshold set out by Listing Rule 7.1. If security holders of a company approve the ratification of such previous issues of securities at a general meeting, those securities will be deemed to have been issued with security holder approval for the purposes of ASX Listing Rule 7.1.

Accordingly, if Shareholders ratify the Company's previous issue of Shares (made under Listing Rule 7.1) by way of approving Resolution 7 and Resolution 8, those Shares will be deemed to have been issued with Shareholder approval for the purposes of ASX Listing Rule 7.1 and will no longer be deducted from the Company's 15% placement capacity.

It is proposed that the Shareholders ratify the 13 December Issue and the 18 May Issue. Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital or other purposes as required. If this previous issue of Shares is not ratified, those Shares will be deducted from the Company's 15% placement capacity, thereby reducing the Company's ability to utilise its placement capacity for the balance of the relevant 12 month period.

Information required by Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.4, the following information is provided to Shareholders:

19 December Issue (Resolution 7)

19 December Issue (Resolution 7)
Recipients of Issue	James William Caffrey and Shed Media Pty Ltd
Number and Class of the Securities issued	74,074 ordinary fully paid Shares issued to Caffrey and 38,889 ordinary fully paid Shares issued to Shed

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	Media
Material terms of the Securities	Fully paid ordinary Shares
Date on which the Shares were issued	13 December 2019
Issue Price	$0.27perShare
Purpose of the issue	No funds were raised as part of this issue. However, the funds saved as a result of the Company not having to pay cash for the services rendered assist with working capital requirements.
Voting exclusion	A voting exclusion statement applies to this item of business as set outintheNotice.

18 May Issue (Resolution 8)
Recipient of Issue	ShedMediaPtyLtdACN 121 215 530
Number and Class of the Securities issued	42,000 Shares
Material terms of the Securities	Fully Paid Ordinary Shares
Date on which the Securities were issued	18 May 2020
Issue Price	Agreed price of $0.25 per Share
Purpose of the issue	No funds were raised as part of this issue. However, the funds saved as a result of the Company not having to pay cash for the services rendered assist with working capital requirements.
Voting exclusion	A voting exclusion statement applies to this item of business as set out in the Notice.

Board Recommendation

As explained above, the effect of Shareholder approval for Resolutions 7 and 8 is the reinstatement of the Company’s 15% placement capacity under Listing Rule 7.1. The Directors do not (save for as otherwise set out in this Notice) currently have any specific intention to make any further issue of Equity Securities without approval of Shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing Rule 7.2. However, the Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its 15% placement capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 7 and Resolution 8.

Voting exclusions

Please refer to the Voting Exclusion Statements section for voting exclusions on Resolutions 7 and 8.

Resolutions 9 and 10: the issue of options over ordinary Shares to advisors to PAC Partners Securities Pty Ltd, and Cashel Financial Services Pty Ltd.

Proposed resolution

Resolution 9 seeks that for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given to the Company to issue 12,500,000 options over ordinary Shares in the company at $0.12 per Share to PAC Partners Securities Pty Limited ACN 623 653 912 ( PAC Partners ) and its nominees, being Mr Sean Kennedy, Mr Craig Stranger, Emerging Equities Pty Ltd, Mr Alexander Smith, Ms Vanessa Brajtman.

Resolution 10 seeks that for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given to the Company to issue 6,000,000 options over ordinary Shares in the Company at $0.112 per Share to Cashel Financial Services Pty Ltd's nominee Styletown Investments Pty Ltd.

Background

Under a mandate provided by PAC Partners to act as lead manager of the Placement and Rights Issue (ie the Placement and Rights Issue the subject of Resolution 6), in addition to other fees, the Company agreed to allocate lead manager broker options ( Broker Options ) to PAC Partners in the ratio of 1 for every 5 new Shares issued under the Placement and Rights Issue. A total of 62,500,000 new Shares were issued under the successful Placement and Rights Issue. PAC Partners is therefore entitled to be issued 12,500,000 Broker Options (subject to shareholder approval).

The mandate was approved by the Company. The exercise price of the Broker Options is set at $0.12 and the Broker Options must be exercised on or before 30 June 2023.

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In consideration for consultancy services in connection with the Placement and Rights Issue (including the placement of a shortfall of unsubscribed Shares offered under the Rights Issue), the Company agreed to issue 6,000,000 options ( Consultant Options ) to Cashel Financial Services Pty Ltd and/or nominees (subject to shareholder approval).

ASX Listing Rule 7.1 provides that a Company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue Equity Securities during any 12-month period in excess of 15% of the number of ordinary Equity Securities on issue at the commencement of that 12-month period without Shareholder approval. The Company requires Shareholder approval under ASX Listing Rule 7.1 in respect of the issue of the Broker Options (Resolution 9) and the Consultant Options (Resolution 10) and none of the exceptions in ASX Listing Rule 7.2 apply. The effect of Resolution 9 and 10 will be to allow the Company to issue the Broker Options and Consultant Options within 3 months after the date of the Meeting without using the Company's 15% annual placement capacity granted under ASX Listing Rule 7.1.

Resolution 9 and Resolution 10 are both ordinary resolutions, meaning they must be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. If Resolutions 9 and 10 are not approved by Shareholders, the Company may need to utilise its 15% annual placement capacity to issue the Broker Options and the Consultant Options, thereby reducing the Company's ability to utilise its placement capacity for the balance of the applicable 12 month period.

Information required by Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.1, the following information is provided to Shareholders:

12,500,000 options issued to PAC Partners (Resolution 9)

Recipient of issue	PAC Partners Securities Pty Ltd, Mr Sean Kennedy, Mr Craig Stranger, Emerging Equities Pty Ltd, Mr Alexander Smith, Ms Vanessa Brajtman (or nominees)
Number and class of the securities to be issued	12,500,000 Broker Options
Material terms of the securities	Options exercisable at $0.12, expiring 30 June 2023. Please see the Annexure to this Notice for the terms of issue.
Date on which the securities willbe issued	Within 3 months after the date of the Meeting
Issueprice	Nilcashconsideration forOptions
Purpose of the issue	Granted to PAC Partners as part of providing capital market advisory services in connection with thePlacement andRightsIssue.
Use of funds	Any amount raised on exercise of the Options will be used for working capital purposes
Voting exclusion	A voting exclusion statement applies to this item of business as set out in the Notice.

6,000,000 options issued to Cashel Financial Services Pty Ltd (Resolution 10)

Recipients of issue	Cashel Financial Services Pty Ltd's nominee Styletown Investments Pty Ltd (or nominee)
Number and class of the Securities to be issued	6,000,000 Consultant Options
Material terms of the Securities	Options exercisable at $0.112, expiring 3 years after the date of issue. Please see the Annexure to this Notice for the terms of issue.
Date on which the Securities willbe issued	Within 3 months after the date of the Meeting
Issue price	Nil cash consideration for Options
Purpose of the issue	Granted to Cashel Financial Services Pty Ltd as part of providing capital market consulting services inconnection withthePlacement andRightsIssue.
Use of funds	Any amount raised on exercise of the Options will be used for working capital purposes
Voting exclusion	A voting exclusion statement applies to this item of business as set out in the Notice.

Board Recommendation

The Directors do not (save for as otherwise set out in this Notice) currently have any specific intention to make any further issue of Equity Securities without approval of Shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing

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Rule 7.2. However, the Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its 15% placement capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so.

Resolution 11 - The approval under Listing Rule 7.1A to issue additional securities in the company over the next twelve months

Proposed resolution

Approval is sought under Resolution 11 for Shareholders to approve an additional capacity of the Company to issue Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in these Explanatory Notes.

Background

ASX Listing Rule 7.1A

Under ASX Listing Rule 7.1, every listed entity has the ability to issue 15% of its ordinary Equity Securities on issue without Shareholder approval within a 12 month period. ASX Listing Rule 7.1A permits eligible small and mid-cap ASX-listed entities, subject to Shareholder approval, to issue Equity Securities of up to an additional 10% of its issued capital ( 10% Placement Capacity ) by way of placements over a 12 month period, in addition to its ability to issue securities under Listing Rule 7.1.

The Company seeks Shareholder approval under ASX Listing Rule 7.1A for the 10% Placement Capacity. The effect of this Resolution will be to allow the Company, subject to the conditions set out below, to issue Equity Securities under the 10% Placement Capacity without using its 15% Placement Capacity under ASX Listing Rule 7.1.

Resolution 11 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote (in person or by proxy) at the Meeting must be in favour of this resolution for it to be passed.

ASX-listed entities which have a market capitalisation of $300 million or less, and which are not included in the S&P/ASX 300 Index, are eligible to seek shareholder approval under ASX Listing Rule 7.1A. As at the date of this Notice, the Company is eligible to seek Shareholder approval under ASX Listing Rule 7.1A.

While the Company currently has no intention or reason to issue securities under the 10% Placement Capacity, in the future having this additional placement capacity to immediately issue securities for cash consideration only, the proceeds of which will be applied to fund the Company’s existing and future activities, appraisal of corporate opportunities, investment in new businesses (if any), the costs incurred in undertaking placement(s) of shares under ASX Listing Rule 7.1.A and for general working capital.

If Resolution 11 is not approved, the 10% Placement Capacity will not be available to the Company.

The Directors advise that this additional placement capacity will only be used by the Company if it is necessary due to timing constraints pertaining to the underlying transaction(s) for which it is used. Any securities issued under the 10% Placement Capacity will be in the same class as existing quoted securities of the Company. The Company has only one class of quoted Equity Securities on issue as at the date of this Notice of Meeting being fully-paid ordinary Shares with the ASX code 'EGY'.

Formula for calculating 10% Placement Capacity

The exact number of additional Equity Securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out ASX Listing Rule 7.1A.2 as follows:

(A x D) - E

Where:

• A is the number of fully paid ordinary securities on issue at the commencement of the 12 month period before the date of issue or agreement (relevant period):

• plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17,

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• plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4,

• plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the relevant period; or

• the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4,

• plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4,

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of fully paid ordinary securities cancelled in the relevant period.

• (‘A’ has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.)

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4.

ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A the Company provides the following information:

(a) The period for which the approval will be valid

The approval under this Resolution 11 for the issue of Equity Securities under the 10% Placement Capacity will be valid until the earlier of:

• the date that is 12 months after the date of the annual general meeting at which approval is obtained;

• the time and date of the Company's next annual general meeting; and

• the date of approval by ordinary Shareholders of a significant change to the Company’s activities under ASX Listing Rule 11.1.2 or the date of approval by ordinary Shareholders of a disposal of a major asset under ASX Listing Rule 11.2 or such longer period if allowed by the ASX.

(b) The minimum price at which the Equity Securities may be issued under Rule 7.1A.2

The issue price for each Equity Security issued under the 10% Placement Capacity will not be less than 75% of the VWAP for securities in that class over the 15 trading days on which trades in that class were recorded immediately before:

• the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

• if the securities are not issued within 10 trading days of the date above, the date on which the securities are issued.

• (c) The purposes for which the funds raised by an issue of Equity Securities under Listing Rule 7.1A.2 may be used

As noted above, the 10% Placement Capacity may be used for issue of securities for cash consideration only, the proceeds of which will be applied to fund the Company’s existing and future activities, appraisal

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of corporate opportunities, investment in new businesses (if any), the costs incurred in undertaking placement(s) of shares under ASX Listing Rule 7.1.A and for general working capital.

(d) Risk of economic and voting dilution

There is a risk of economic and voting dilution of existing ordinary Shareholders that may result from an issue of Equity Securities under rule 7.1A, including the risk that:

• the market price for the Company’s ordinary Shares may be significantly lower on the issue date than on the date this approval is given; and

• the ordinary Shares may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

Table 1 shows the dilution of Shareholders on the basis of the current market price of Shares and the current number of ordinary Shares for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A2.

The table also shows:

• two examples where variable ‘A’ has increased by 50% and 100%. Variable ‘A’ is based on the number of Shares the Company has on issue as at the date of this Notice of Meeting.

The number of ordinary Shares on issue may increase as a result of issues of ordinary Shares that do not require Shareholder approval (for example, a pro rata entitlement issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of ordinary Shares has decreased by 50% and increased by 100% as against the current market price.

Table 1 - Dilution table

Variable ‘A’ in Listing Rule 7.1A.2	Variable ‘A’ in Listing Rule 7.1A.2
			Dilution
		50% Decrease	Current price	100% Increase
		in Issue Price	Issue Price	in Issue Price
		$0.04	$0.08	$0.16
Variable A 148,272,955 Shares	10% Voting Dilution	14,827,296 Shares	14,827,296 Shares	14,827,296 Shares
	Funds Raised	$593,092	$1,186,184	$2,372,367
50% increase in Variable A 222,409,432 Shares	10% Voting Dilution	22,240,943 Shares	22,240,943 Shares	22,240,943 Shares
	Funds Raised	$889,638	$1,779,275	$3,558,551
100% increase in Variable A 296,545,910 Shares	10% Voting Dilution	29,654,591 Shares	29,654,591 Shares	29,654,591 Shares
	Funds Raised	$1,186,184	$2,372,367	$4,744,735

Table 1 has been prepared based on the following assumptions:

• Variable A is based on the number of Shares on issue on the date of this Notice.

• The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue.

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• The table shows only the issue of Equity Securities under the 10% Placement Capacity and not under ASX Listing Rule 7.1.

• The issue of Equity Securities under the additional placement capacity includes only ordinary Shares.

The issue price of $0.08 was the closing price of Shares as traded on ASX as at 5:00pm on Tuesday, 22 September 2020. This price may fluctuate between the time of preparing this Notice and the date of the Meeting.

(e) Allocation policy

The Company’s allocation policy for issues under the 10% Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue.

The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• the methods of raising funds that are available to the Company, including rights issues or other issues in which existing Shareholders may participate;

• the effect of the issue of the Equity Securities on the control of the Company;

• the financial position of the Company; and

• advice from the Company’s advisors.

(f) Previous issues of Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Meeting

None.

(g) Board recommendation

The Directors do not (save for as otherwise set out in this Notice) currently have any specific intention to make any further issue of Equity Securities without approval of Shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing Rule 7.2. However, the Directors believe that it is in the best interests of the Company to avail itself of the 10% Placement Capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so.

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GLOSSARY

In the Notice of Meeting and Explanatory Notes the following terms have the following meanings:

AEDT means Australian Eastern Daylight Savings Time.

Annual General Meeting , AGM or Meeting means the 2020 Annual General Meeting of the Shareholders of the Company to be held at 10.30am on Wednesday, 18 November 2020, to which the Notice of Meeting and Explanatory Notes relate.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Chairman means the person chairing the Meeting from time to time.

Closely Related Party of a member of the Key Management Personnel means:

• a spouse or child of the member; or

• a child of the member’s spouse; or

• a dependent of the member or of the member’s spouse; or

• anyone else who is one of the member’s family, and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• a company the member controls; or

• a person prescribed by the Corporations Regulations.

Company or EGY means Energy Technologies Ltd (ASX:EGY) ACN 002 679 469.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a current director of the Company.

Equity Security means:

• a share;

• a unit;

• an option over an issued or unissued share or unit;

• a right to an issued or unissued share or unit;

• an option over, or right to, a security referred to in (c) or (d) above;

• a convertible security;

• any security that ASX decides to classify as an equity security,

but not a security ASX decides to classify as a 'debt security'.

Explanatory Notes means the explanatory notes to this Notice of Meeting.

Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Directors.

Notice or Notice of Meeting means this notice of meeting of the Company.

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Officer means a current officer of the Company.

Related Party has the meaning given in section 228 of the Corporations Act and in respect of the Company includes (but is not limited to):

• the Directors;

• their spouses, parents and children; and

• an entity controlled by a Director (or their spouses, parents and children), unless that entity is also controlled by the Company.

Resolution means a resolution referred to in the Notice.

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

Share Registry means Computershare Investor Services Ltd.

Shareholder means a holder of Shares.

VWAP means the Volume Weighted Average Price.

Words importing the singular include the plural and vice versa. All references to currency are in Australian dollars.

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Annexure

Option Terms

Company Energy Technologies Ltd ACN 002 679 469 Optionholder [#] Expiry Date [#] Exercise Price [#]

1. Entitlement

• (a) The Company will issue [#] options which entitles the Optionholder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ), for each option at the price specified in clause 3, during the option period specified in clause 4 of these Terms ( Options ).

• (b) The Options are not transferrable.

2. Issue price

No amount is payable on issue of the Options.

3. Exercise price

The exercise price of an Option is equal to the Exercise Price.

4. Option period

The Options may be exercised in part or in whole at any time after the issue of the Options and if not exercised, the Options automatically expire on the Expiry Date.

5. Participation rights, bonus issues, rights issues and reorganisations

5.1 Participation

The Optionholder is not entitled to participate in any new issue to existing shareholders of securities in the Company unless they have exercised their Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding Shares.

5.2 Notice of new issue

The Company must give the Optionholder, in accordance with Listing Rules of Australian Stock Exchange Limited ( ASX ), notice of:

(a) the proposed terms of the issue or offer proposed under clause 5.1 of these Terms; and

(b) where the option can be exercised by the Optionholder, the right to exercise their Options under clause 5.1.

5.3 Bonus issues

If the Company makes a bonus issue of Shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment), and no Share has been issued in respect of the Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable is increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for determining entitlements to the issue.

5.4 Pro rata issues

If the Company makes a pro rata issue of Shares (except a bonus issue) to existing shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), and no Share has been issued in respect of the Option before the record date for determining entitlements to the issue, the exercise price of each Option is reduced in accordance with the ASX Listing Rules.

5.5 Reorganisation

If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Optionholder (including the number of Options to which the Optionholder is entitled to and the Exercise Price), is changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

5.6 Calculations and adjustments

Any calculations or adjustments which are required to be made under clause 5 of these Terms will be made by the Board of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Optionholder.

5.7 Notice of change

The Company must within a reasonable period give to the Optionholder notice of any change under clause 5 of these Terms to the Exercise Price of any Options held by the Optionholder or the number of Shares which the Optionholder is entitled to subscribe for on exercise of an Option.

6. Method of exercise of Options

6.1 Method and payment

To exercise Options, the Optionholder must give the Company or its share registry, at the same time:

(a) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Options being exercised and Shares to be issued; and

• (b) payment of the Exercise Price for the Shares the subject of the exercise notice by way of bank cheque or by other means of payment approved by the Company.

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6.2 Exercise of Options

• (a) The Optionholder may exercise the Options in part or in whole.

• (b) Options will be deemed to have been exercised on the date the application is lodged with the Directors of the Company.

6.3 Issue of Shares

Within 10 days after receiving an application for exercise of Options and payment by the Optionholder of the Exercise Price, the Company must issue the Optionholder the number of Shares specified in the application.

7. Ranking of Shares issued on exercise of Options

Subject to the Company’s constitution and any escrow restrictions imposed by ASX, all Shares issued on the exercise of Options rank in all respects (including rights relating to dividends) pari passu with the existing ordinary shares of the Company at the date of issue.

8. Quotation

(a) The Company will not apply to ASX for official quotation of the Options.

• (b) The Company will apply to ASX for official quotation of the Shares issued on exercise of Options as soon as practicable after their issue.

9. Governing law

These Terms and the rights and obligations of the Optionholder are governed by the laws of Victoria, Australia. The Optionholder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Victoria, Australia.

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