ENERGY TECHNOLOGIES LIMITED — AGM Information 2022

Oct 24, 2022

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

Notice of Annual General Meeting and Ex lanator Notes p y

Date of meeting: 29 November 2022

Time of meeting: 10:30 am

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

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 FRIDAY 25 NOVEMBER 2022

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 29 November 2022 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 aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains 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://us06web.zoom.us/j/87698633634?pwd=QmlUWWVONldLWjdhaU16bk1aOGIvUT09 Meeting ID: 876 9863 3634 Passcode: 241957

When : Tuesday, 29 November 2022 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 resolutions 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 2022.

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 2022 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 2022 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 10.03 of the Company's Constitution and for all other purposes, Mr Matthew Driscoll, who retires in accordance with Article 10.03 of the Company's Constitution, and being eligible, offers himself for re-election, be elected as a Director of the Company .”

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

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SPECIAL BUSINESS

5. The approval under Listing Rule 7.1A to issue additional Shares in the Company over the next twelve months (Resolution 3)

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 3 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 25 October 2022

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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 25 November 2022.

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 29 November 2022 by going to site at the following link:

https://us06web.zoom.us/j/87698633634?pwd=QmlUWWVONldLWjdhaU16bk1aOGIvUT09

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 25 November 2022 (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 Friday, 25 November 2022 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) 8978 2626.

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.

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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.

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 Friday, 25 November 2022 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 2022, 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 24 November 2022. 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 2022.

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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 25 October 2022

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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 3 - The approval under Listing Rule 7.1A to issue additional Shares in the Company over the next twelve months

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

• (i) 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

• (ii) the Chair 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 Chair to vote on the Resolution as the Chair decides; or

• (iii) 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 29 November 2022. 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 3 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 24 November 2022) 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 Annual Report for the financial year ended 30 June 2022. 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 18 of the Company's 2022 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.

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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 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 Matthew Driscoll as Director of the Company.

Background

ASX Listing Rule 14.5 requires that the Company hold an election of Directors each year. Article 10.03(1) of the Constitution of the Company also requires one third of the Directors (other than the 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 Matthew Driscoll was initially appointed to the Board in 2016. Mr Driscoll retired pursuant to Article 10.03(1) of the Company's Constitution, he was re-elected on 30 November 2017 (being the date the Company's 2017 Annual General Meeting was held), and again was re-elected on 18 November 2020 (being the date the Company's 2020 Annual General Meeting was held), and again was re-elected on 29 November 2021 (being the date of the Company’s 2021 Annual General Meeting). He retires, in accordance with the provisions of the Constitution, and offers himself for reappointment.

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: Chair Carbonxt Group (CGI), Chair Tennant Minerals (TMS), Chair Smoke Alarms Holdings.

If Shareholders do not give their approval for Resolution 2, 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.

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Resolution 3 - 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 3 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 3 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 3 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,

• 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

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  - 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 3 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 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.

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(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 in Issue Price	Current price Issue Price	100% Increase in Issue Price
		$0.03	$0.06	$0.12
Variable A 272,275,214 Shares	10% Voting Dilution	27,227,521 Shares	27,227,521 Shares	27,227,521 Shares
	Funds Raised	$816,826	$1,633,651	$3,267,303
50% increase in Variable A 408,412,821 Shares	10% Voting Dilution	40,841,282 Shares	40,841,282 Shares	40,841,282 Shares
	Funds Raised	$1,225,238	$2,450,477	$4,900,954
100% increase in	10% Voting Dilution	54,455,043 Shares	54,455,043 Shares	54,455,043 Shares
Variable A 544,550,428 Shares	Funds Raised	$1,633,651	$3,267,303	$6,534,605

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.

• 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 $0.06 was the closing price of Shares as traded on ASX as at 5:00pm on Monday, 17 October 2022. This price may fluctuate between the time of preparing this Notice and the date of the Meeting.

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(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

There have been no previous issues of Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Meeting.

(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 2022 Annual General Meeting of the Shareholders of the Company to be held at 10.30am on Tuesday, 29 November 2022, 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'.

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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.

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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