ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — AGM Information 2007

Oct 30, 2007

Environmental Clean Technologies Limited

ABN 28 009 120 405

31 October 2007

Notice of Annual General Meeting

Environmental Clean Technologies Limited (ASX:ESI) advises that it will hold its Annual General Meeting at the offices of Chartered Secretaries Australia, Level 11, 500 Collins Street, Melbourne, Victoria, 3000 on Thursday 29[th] November 2007 commencing at 2.30pm and is sending the attached Notice of Meeting and Proxy form to its shareholders.

Jan Macpherson Company Secretary

Level 13, 222 Kingsway � South Melbourne � Victoria 3205 � Australia � +61(0)3 96840888 � www. ectltd.com.au

NOTICE OF ANNUAL GENERAL MEETING

Company: Environmental Clean Technologies Limited ACN: 009 120 405 Date of meeting: Thursday 29[th] November 2007

To the Members of the Company

The Company hereby gives notice that the Annual General Meeting of the members of the Company is to be held as follows:

Venue: Chartered Secretaries Australia Level 11, 500 Collins Street, Melbourne, Victoria 3000 Date: Thursday, 29[th] November 2007 Time: 2:30pm Business: The business of the meeting is as detailed in the attached Agenda. By order of the board Environmental Clean Technologies Limited DATED: The 24th day of October 2007 .................................................. Name: Jan Macpherson Title: Company Secretary

If you are unable to attend but wish to vote on matters to be dealt with at the meeting, please complete and return the attached Proxy Form.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Environmental Clean Technologies Ltd will be held at the office of Chartered Secretaries Australia, Level 11, 500 Collins Street, Melbourne, Victoria, 3000 on Thursday 29[th] November 2007 commencing at 2.30pm.

The Explanatory Memorandum that accompanies and forms part of this notice of Annual General Meeting describes the various matters to be considered.

AGENDA

ORDINARY BUSINESS

1. Accounts

To receive and consider the financial report of the Company for the year ended 30 June 2007 and the related Directors’ Report, Directors’ Declaration and Auditor’s Report.

2. Remuneration Report

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

“That the remuneration report, contained in the section of the Director's Report entitled Remuneration of Directors and Officers, be adopted".

Please note that the vote on this resolution is advisory only, and does not bind the Directors or the Company.

3. Election of Director

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

“That Mr John McMullan, who retires by rotation in accordance with Article 13.2 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company”.

4. Grant of Options

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

“1,500,000 options in the Company be issued immediately to DHCRA Pty Ltd (ACN 123136 416) as the Trustee of the Mills Family Trust. These options are to have an exercise price of 25c and are exercisable in batches of no less than 500,000 when the value of the Company’s shares has achieved a VWAP of 30c for 5 consecutive days. The options are to be escrowed for 12 months from the date of issue and will expire on 5 October 2010”.

Notes regarding Proxy Form

A proxy form is enclosed. To be valid, duly signed proxies must be received at the Registered Office of the Company, Level 13, 222 Kingsway, South Melbourne, Victoria 3205 not less than 48 hours before the commencement of the meeting. As an alternative, duly signed proxy forms may be faxed to 03 96967811 or sent electronically in PDF form only to info@ectltd.com.au

A Member entitled to attend and vote is entitled to appoint not more than two proxies. A proxy need not be a Member.

When more than one proxy is appointed, the Member may specify the proportion or number of votes each proxy is appointed to exercise. If the proportion of the Member’s voting rights is not specified, each proxy may exercise half the votes. If a member appoints two proxies, neither may vote on a show of hands. A proxy form must be signed by the Member or the Member’s attorney. In the case of shares held jointly by two or more persons, all joint holders must sign the proxy form.

A Member of the Company which is a body corporate and which is entitled to attend and vote at the meeting, or a proxy which is a body corporate and which is appointed by a Member of the Company entitled to attend and vote at the meeting, may appoint a person to act as its representative at the meeting by providing that person with:

(a) a letter or certificate, executed in accordance with the body corporate's constitution, authorising the person as the representative; or

• (b) a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative

To be produced prior to admission to the meeting.

Where a proxy is executed by an attorney, the relevant power of attorney or an office copy or a notarially certified copy of the power of attorney must be received at the Registered Office of the Company not less then 48 hours before the commencement of the meeting. Alternatively, these forms may be faxed to 03 96967811 or sent electronically in PDF form only to info@ectltd.com.au.

Voting entitlements

Pursuant to Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the shareholding of each shareholder for the purposes of ascertaining voting entitlements for the Annual General Meeting will be as it appears in the share register at 2:30pm on Tuesday 27[th] November 2007.

By order of the Board

Jan Macpherson Company Secretary

ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED

EXPLANATORY MEMORANDUM

Introduction

The notes which follow set out more details of the matters to be dealt with at the Annual General Meeting.

The Directors (other than the Directors who abstained by reason of their material personal interest in a particular resolution) have resolved that it is in the interests of the Company that the resolutions set out in items 1 to 4 be passed and recommend that you vote in favour of each resolution.

Item 1 Accounts

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 in the Corporations Act or the Company's Constitution for shareholders to vote on, approve or adopt these Reports. Shareholders will have a reasonable opportunity at the meeting to ask questions and make comments on these Reports and on the business, operations and management of the Company.

The Auditor of the Company is required to attend the meeting and will be available to take shareholders' questions and comments about the conduct of the audit, and the preparation and content of the Auditor's Report.

Members may forward written questions to the Auditor on these matters for response at the meeting. These should be emailed to info@ectltd.com.au or mailed to the Company Secretary, Level 13, 222 Kingsway, South Melbourne, Victoria, 3205 and may be submitted up to 5 business days before the meeting.

The Company is required by law to forward all questions to the Auditor and the Auditor is required to prepare a list of questions that the Auditor considers are relevant to the conduct of the audit and the content of the Auditor's Report. The Auditor may omit questions that are the same in substance to other questions and questions that are not received in a timely manner. At the meeting the Chairman will give the Auditor a reasonable opportunity to answer the questions on the question list. The list of questions prepared by the Auditor will be available on the Company's website, www.ectltd.com.au prior to the meeting. In addition copies of the list of questions will be available at the meeting.

The Auditor of the Company will also be available to take shareholders' questions at the meeting regarding 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.

Item 2. Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2007 is set out in the Directors' Report in the section entitled ‘Remuneration of Directors and Officers’ (‘Remuneration Report’) The Remuneration Report sets out the Company's remuneration arrangements for the Directors and specified executive officers of the Company. The Board has a policy of ensuring that remuneration paid to Directors and management is market competitive while at the same time aligned to the achievement of strategic objectives and the creation of value for shareholders.

Where appropriate the Board has taken advice from independent remuneration consultants to ensure remuneration to Directors and management is in line with the market and similar sized operations.

Following amendments to the Corporations Act, a resolution in relation to the Remuneration Report is this year, for the first time, required to be included in the business of the Annual General Meeting, so that shareholders have opportunity to comment and ask questions on the content of the Remuneration Report, and exercise a vote for its adoption. The vote on the resolution is advisory only and does not bind the Directors of the Company.

Background to Item 3

Item 3 of the Notice of Annual General Meeting deals with the election of a Director. Under the Company's Constitution and the ASX Listing Rules, a Director must not hold office without re-election after the third Annual General Meeting following the Director's appointment or three years, whichever is longer. Further, under the Constitution, one-third of the Directors for the time being, or if their number is not a multiple of three, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office at each Annual General Meeting. .

Item 3. Election of Director - Mr John McMullan

In accordance with the ASX Listing Rules, and the procedure contained in Article 13.2 of the Company's Constitution, Mr John McMullan retires and offers himself for re-election.

John McMullan is currently a non-executive Director of the Company.

Background to Item 4

This is a motion that was put to the General Meeting on 10[th] October 2007 and was defeated on a show of hands. A poll should have been taken as proxies in support of the motion totalling 32,600,282 votes were held. Thus this matter is again being put to a meeting of members.

In recognition of his past service as CEO of the Company the Directors determined that, subject to approval of the Members, Danny Mills be offered options on the following terms:

1,500,000 options to be issued immediately to DHCRA Pty Ltd (ACN 123 136 416) as the Trustee of the Mills Family Trust. These options are to have an exercise price of 25c and are exercisable in batches of no less than 500,000 when the value of the Company’s shares has achieved a VWAP of 30c for 5 consecutive days. The options will be escrowed for 12 months from the date of issue and will expire on 5 October 2010.

PROXY

PROXY FORM

APPOINTMENT OF ENVIRONMENTAL CLEAN TECHNOLOGIES LTD ACN 009 120 405

I/We being a shareholder of Environmental Clean Technologies Limited and being entitled to attend and vote

of : ……………………………………………………………………………………………………………………..

Holder Identification No: …………………………………………………………………………

for the purposes of voting at the Annual General Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General 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 the offices of Chartered Secretaries Australia Limited, Level 11, 500 Collins Street, Melbourne, Victoria at 3pm on 29[th] November 2007, and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the Annual General Meeting

Voting on Business of the Annual General Meeting
	FOR AGAINST		ABSTAIN
Resolution 1 Accounts
Resolution 2 Remuneration report
Resolution 3 Re-election of Director – Mr McMullan
Resolution 4 Approval of grant of options to DHCRA Pty Ltd
If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman 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 the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

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 FORM 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.

Signed this day of 2007

Signed this day of	2007
Individuals and joint holders	Companies (affix common seal if appropriate)
Signature	Director
Signature	Director/Company Secretary
Signature	Sole Director and Sole Company Secretary

Instructions for Completing ‘Appointment of Proxy’ Form

1. A shareholder entitled to attend and vote at a meeting 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 shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

3. 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:

4. Directors of the company;

5. a Director and a company secretary of the company; or

6. 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. In 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 meeting.

2. 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.

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

4. (a) send the proxy form by post to Environmental Clean Technologies Ltd, Level 13/222 Kingsway, South Melbourne, VIC 3205 so that it is received not later than 2.30pm EST on Tuesday 27[th] November 2007.

5. (b) send the proxy form by facsimile to the Company on facsimile number (03) 96967811 so that it is received not later than 2.30pm EST on Tuesday 27[th] November 2007.

6. (c) send electronically in PDF form only to info@ectltd.com.au so that it is received not later than 2.30pm EST on Tuesday 27[th] November 2007.

Proxy forms received later than this time will be invalid.