ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — AGM Information 2006

Jan 31, 2006

ENVIRONMENTAL SOLUTIONS INTERNATIONAL LIMITED

ABN 28 009 120 405

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

10.00am (WST) TIME:

DATE: Tuesday 7, March 2006

PLACE: The Celtic Club, 48 Ord Street, West Perth, Western Australia

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3.
Explanatory Statement (explaining the proposed resolutions)	.5.
Glossary
Proxy Form	8.

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Environmental Solutions International Limited which this Notice of Annual General Meeting relates to will be held at 10.00am (WST) on Tuesday 7 March 2006 at:

The Celtic Club, 48 Ord Street, West Perth, Western Australia.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• $(a)$ deliver the proxy form by hand to the Company's registered office at care of FJH Solutions Pty Ltd, Ground Floor, 21 Teddington Road, Burswood, Western Australia: or
• $(b)$ send the proxy from by facsimile to the Company on facsimile number (61 8) 9355 4580.

so that it is received not later than 10.00am (WST) on Sunday 5 March 2006.

Proxy forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Environmental Solutions International Limited will be held at 10.00am (WST) on Tuesday 7 March 2006.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Requlations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are reaistered Shareholders of the Company on 5 March 2006 at 9.00am (WST).

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Meetina.

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the year ended 30 June 2005 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

$\mathbf{1}$ . RESOLUTION 1 - REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That for the purposes of Section 250R(2) of the Corporations Act, the Company adopt the Remuneration Report."

$\overline{2}$ RESOLUTION 2 - RE-ELECTION OF A DIRECTOR - FALDI ISMAIL

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

"That, Faldi Ismail, being a Director of the Company who retires in accordance with the Company's Constitution and, being eligible for reelection, is re-elected as a Director of the Company."

$3.$ RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF SECURITIES

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

"That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, Shareholders ratify the allotment and issue of 200,000 Shares, on the terms and conditions set out in the Explanatory Statement accompanyina this Notice."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons.

$\Delta$ RESOLUTION 4 - ADOPTION OF A NEW CONSTITUTION

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

"That, pursuant to Section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as sianed by the Chairman of the General Meeting for identification purposes, in lieu of the existing constitution of the Company, at the close of the General Meetina."

Short Explanation: Pursuant to Section 136 of the Corporations Act, a company may adopt a new Constitution by a special resolution passed at a general meeting.

DATED: 30 January 2006

BY ORDER OF THE BOARD

MR SEAN HENBURY COMPANY SECRETARY ENVIRONMENTAL SOLUTIONS INTERNATIONAL LIMITED

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting.

$\mathbf{1}$ RESOLUTION 1- REMUNERATION REPORT

The Remuneration Report is set out in the Director's Report on page 6 of the Company's 2005 Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

$\overline{2}$ RESOLUTION 2 - RE-ELECTION OF FALDI ISMAIL

In accordance with the Company's Constitution, one third of the directors of the Company must retire at each annual general meeting of the Company.

Mr Ismail retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered himself for re-election.

RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF SECURITIES $\overline{\mathbf{3}}$ .

On or about 25 January 2006, the Company issued 200,000 Shares in the capital of the Company at an issue price of 10 cents to raise \$20,000.

ASX Listing Rule 7.1 requires that a listed company obtain Shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. This rule provides that where a company in general meeting ratifies the previous issue of securities made without Shareholder approval under ASX Listing Rule 7.1, those securities shall be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares. The Shares were issued in accordance with the reaulrements imposed by ASX Listing Rule 7.1 at the time of issue. However, by ratifying this issue of Shares, the Company will retain the capacity to issue securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

Pursuant to, and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• the total number of securities allotted was 200,000 Shares; $(a)$

• $(b)$ the price at which the Shares were issued was 10 cents per Share;

• $(C)$ the Shares are fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company's existing Shares:

• $(d)$ the Shares were issued to the Allottees;
• the above named allottees are not related parties or associates of the $(e)$ Company: and
• $(f)$ the funds raised by the issue of the Shares (\$20,000) are intended to be used for working capital.

$\mathbf{A}$ RESOLUTION 4 - ADOPTION OF A NEW CONSTITUTION

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders. Resolution 4 is a special resolution which will enable the Company to adopt a new constitution.

The new Constitution to be adopted contains a number of provisions designed to promote the more efficient running of the Company, which should be of long term benefit to the Company and its Shareholders. It has been updated to reflect recent amendments to the Corporations Act and ASX Listing Rules.

Following the administration process, the new directors have been unable to locate a copy of the Company's current constitution. Accordingly, it is not practicable to list all of the changes to the Constitution in this Explanatory Statement and Shareholders are invited to contact the Company if they have any queries or concerns. For this purpose, a copy of the proposed new constitution is available for review by Shareholders at the office of the Company.

5. ENQUIRIES

Shareholders are required to contact the Company Secretary on (61 8) 9486 2333 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Allottees means Bachrun Bustillo (70,000 Shares), Peter Wall (30,000 Shares) and Giles Geiger & Susilowati Geiger (100,000 Shares)

ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

ASX Listing Rule or Listing Rule means the Listing Rules of ASX.

Board means the board of directors of the Company.

Company means Environmental Solutions International Limited (ABN 28 009 120 405).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Meeting means the meeting convened by the Notice.

Notice means the notice of annual general meeting accompanying this Explanatory Statement.

Share means a share in the Company.

Shareholder means a shareholder in the Company.

PROXY FORM

APPOINTMENT OF PROXY ENVIRONMENTAL SOLUTIONS INTERNATIONAL ABN 28 009 120 405

I/We
	being a Member of ENVIRONMENTAL SOLUTIONS INTERNATIONAL LIMITED entitled to attend and vote at the Meeting, hereby
Appoint
	Name of proxy
	OR
Mark this box if you wish to appoint the Chairman of the Meeting as your proxy
or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 10.00am (WST) on 7 March 2006 at The Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof.
Voting on Business of the General Meeting

FOR I AGAINST ABSTAIN Resolution 1 Remuneration Report Re-Election of a Director - Faldi Ismail Resolution 2 Resolution 3 Ratification of Prior Issue of Securities Resolution 4 Adoption of a New Constitution OR

In relation to the Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO THE RESOLUTIONS YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE. OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO THE RESOLUTIONS WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

		If two proxies are being appointed, the proportion of voting rights this proxy represents is

day of

Signed this
Bγ.

Individuals and joint holders

Signature

Signature

Signature

Companies (affix common seal if appropriate)

Director

$200$

Director/Company Secretary

Sole Director and Sole Company Secretary

ENVIRONMENTAL SOLUTIONS INTERNATIONAL LIMITED ABN 28 009 120 405

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{1}$ . A member entitled to attend and vote at a Meetina is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $\overline{2}$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• directors of the company;
• a director and a company secretary of the company: or $\bullet$
• $\blacktriangle$ for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. $\ln$ particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meetina
• $5.$ Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
• 1. To vote by proxy, please complete and sign the proxy form enclosed:
• $(a)$ deliver the proxy form by hand to the Company's reaistered office at care of FJH Solutions Pty Ltd, Ground Floor, 21 Teddington Road, Burswood, Western Australia: or
• send the proxy from by facsimile to the Company on facsimile number $(b)$ (618) 9355 4580.

so that it is received not later than 10.00 am on Sunday 5 March 2006.

Proxy forms received later than this time will be invalid.