KALINA POWER LIMITED — Proxy Solicitation & Information Statement 2014

Nov 13, 2014

ENHANCED SYSTEMS TECHNOLOGIES LIMITED ACN 000 090 997

NOTICE OF GENERAL MEETING

TIME : 11.30am (EST) DATE : 12 December 2014 PLACE : Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (03) 9236 2800.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	7
Schedule 1 – Option Terms	8
Proxy Form	9

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Enhanced Systems Technologies Limited to which this Notice of Meeting relates will be held at 11.30 am (EST) on 12 December 2014 at:

Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the 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 send the proxy form:

• (a) by post to Enhanced Systems Technologies Limited, Level 1, 114-116 Auburn Road, Hawthorn, VIC 3122;

or

• (b) by facsimile to the Company on facsimile number +61 3 9818 3656,

so that it is received not later than 11.30am (EST) on 10 December 2014.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Enhanced Systems Technologies Limited will be held at Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000, at 11.30 am (EST) on 12 December 2014.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 10 December 2014.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

BUSINESS

1. RESOLUTION 1 – APPROVAL TO 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 7.1, the Directors are authorised to issue to China Shiny Holdings Ltd 5,000,000 ordinary shares at an issue price of 10 cents each and 5,000,000 options exercisable on or before 30 November 2015 at an exercise price 10 cent per share and otherwise on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL TO ISSUE 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 7.1, the Directors are authorised to issue up to 15,000,000 Shares at an issue price of 10 cents each and 15,000,000 options exercisable on or before 30 November 2015 at an exercise price 10 cent per share and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusions :

1. The Company will disregard any votes cast on resolution 1 by China Shiny Holdings Limited (and any associate of China Shiny Holdings Ltd)or a person who might obtain a benefit, except solely in the capacity of a holder of ordinary shares, if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as 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.

2. The Company will disregard any votes cast on Resolution 2 by Pan Andean Capital Pty Limited (and any associate of Pan Andean Pty Ltd) or by Salida Acclerator Fund SARL (and any associate of Salida Accelerator Fund SARL) or by a person who might

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participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as 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.

DATED: 12 November 2014

BY ORDER OF THE BOARD

ENHANCED SYSTEMS TECHNOLOGIES LIMITED

ALWYN DAVEY

COMPANY SECRETARY

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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 General Meeting to be held at Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000 on 12 December 2014 at 11.30 am (EST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION I– APPROVAL TO ISSUE SECURITIES

In August 2013, Wasabi New Energy Asia Limited (WNEA) entered into a loan agreement with China Shiny Holdings Limited (China Shiny) to raise funds for the part payment of the purchase price of SSNE. China Shiny have provided extensions to the loan repayment date from the original date of 3 February 2014. In order to agree to a further extension for the loan to 31 May 2015, China Shiny have requested that a portion of the accrued interest amounting to $500,000, be paid. China Shiny agreed that this interest could be settled by the issue to it of new shares and options in the Company on the same terms as the Rights Issue being offered to shareholders rather than be paid form the proceeds of the Rights Issue and therefore limit the working capital of the Company.

Listing Rule 7.1 provides that a company may not issue more than 15% of its ordinary capital in a 12 month period without shareholder approval (except in certain exceptions, none of which will apply in this case). The Shares and Options for which the Company is seeking approval to issue pursuant to Resolution 1 in aggregate would represent 23.3% of the number of Shares currently on issue (when including the total number of securities, being the Shares and the Options), and not taking into account any shares issued under the current Rights Issue prior to the date of the meeting, and their issue therefore requires Shareholder approval under Listing Rule 7.1.

If the share and option issue proposed in Resolution 1 is approved by Shareholders, the number of Shares on issue will increase from 43,795,695 to 48,795,695 and the number of options on issue will increase from 2,850,000 to 7,850,000. These amounts exclude any shares and options which may be issued under the Rights Issue prior to the date of the meeting.

• The maximum number of securities to be issued pursuant to this resolution is 5,000,000 Shares and 5,000,000 options;

• The Shares and Options will be issued no later than 3 months from the date of the meeting;

• The issue price of the Shares will be 10 cents per share;

• The Shares and Options will be issued to China Shiny Holdings Limited;

• The Shares to be issued pursuant to Resolution 1 will rank pari passu with all other Shares;

• The Options will be issued on the terms outlined in Schedule 1 of this Explanatory Statement;

• No funds will be raised by the issue of the Shares or Options. The issue of the Shares will be used to offset interest due to China Shiny Holdings Limited from WNEA as set out above. If the Options are exercised, $500,000 would be received as working capital of the Company.

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2. RESOLUTION 2 – APPROVAL TO ISSUE SECURITIES

If Shareholders approve Resolutions 1 and disregarding any shares issued pursuant to the Rights Issue, the fifteen million Shares and Options for which the Company is seeking approval to issue pursuant to Resolution 2 would represent 51.0% of the number of Shares then on issue. If the Rights issue is fully subscribed, the fifteen million Shares and Options would represent 29.2% of the number of Shares then on issue.

Listing Rule 7.1 provides that a company may not issue more than 15% of its ordinary capital in a 12 month period without shareholder approval (except in certain exceptions, none of which will apply in this case). Pursuant to Listing Rule 7.3 the following set out the details of the proposed issue of securities for which approval is sought:

• The maximum number of securities that will be issued is 15,000,000 ordinary shares and 15,000,000 options;

• The Shares and Options will be issued no later than 3 months after the date of the meeting. Allotment may occur progressively as investors are secured.

• The issue price of any shares issued under Resolution 2 will be 10c.

• The Company will either place the shares to:

• Pan Andean Capital Pty Limited and/or Salida Accelerator Fund SAR as settlement of the loans those parties have made to the Company not otherwise settled by the Rights Issue or extended with the consent of the ASX; or

• seek to identify, and to progressively place the greater part of the Shares with a strategic investor, or investors who will be able to provide ongoing support to the Company as it executes its business plan.

All Shares will be issued to professional and sophisticated investors, or to other persons to whom securities can be issued without a disclosure document under the Corporations Act. No Shares will be issued under Resolution 2 to related parties of the Company.

• The $1,500,000 of total funds raised will be used either for general working capital and, if appropriate the reduction of any debt remaining in the Company at the completion of the Rights Issue.

• The Shares to be issued pursuant to Resolution 2 will rank pari passu with all other Shares.

• No funds will be received on the issue of the Options but if all the Options are exercised then the Company will receive a further amount of $1,500,000.

• The Options will be issued on the terms outlined in Schedule 1 of this Explanatory Statement.

3. ENQUIRIES

Shareholders are required to contact the Executive Chairman or Company Secretary on +61 (3) 9236 2800 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASX means ASX Limited (ACN 008 624 691).

Board means the board of directors of the Company.

Company means Enhanced Systems Technologies Limited (ACN 000 090 997).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Options means the options on terms as set out in Schedule 1.

Resolution means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

EST means Eastern Standard Time.

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SCHEDULE 1

The options referred to in Resolution 1 and 2 are to be issued on the following terms and conditions.

• (a) each Option entitles the holder to subscribe for one Ordinary Share at an exercise price per Option of 10 cents;

• (b) the Options are exercisable, at any time prior to 5.00pm Melbourne time on 30 November 2015 (Expiry Date). Options not exercised on or before the Expiry Date will automatically lapse;

• (c) the Options may be exercised wholly or in part by completing an application form for Shares (Notice of Exercise) delivered to the Company's share registry and received by it any time prior to the Expiry Date;

• (d) upon the exercise of the Options and receipt of all relevant documents and payment, Ordinary Shares will be issued ranking pari passu with the then issued Ordinary Shares.

• (e) The Company will apply to ASX to have the Ordinary Shares issued pursuant to the exercise of Options granted official quotation.

• (f) a summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when the initial holding statement is sent;

• (g) any Notice of Exercise received by the Company’s share registry on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received;

• (h) there are no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 Business Days before the record date (to determine entitlements to the issue), to exercise Options;

• (i) in the event of any reorganisation of the issued capital of the Company prior to the Expiry Date, the rights of an optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation;

• (j) Subject to the Corporations Law, the ASX Listing Rules and the Company’s Constitution, the Options may be transferred at any time prior to the Expiry Date;

• (k) Ordinary Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of Notice of Exercise.

• (l) An Option holder will be entitled to nominate the Ordinary Share issued pursuant to the exercise of an Option to be issued by way of a Depository Interest to them.

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PROXY FORM

APPOINTMENT OF PROXY ENHANCED SYSTEMS TECHNOLOGIES LIMITED ACN 000 090 997

GENERAL MEETING

I/We

being a Member of Enhanced Systems Technologies 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 General Meeting to be held at 11.30 am (EDST), on 12 December 2014 at Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000 and at any adjournment thereof.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Approval to Issue Securities Resolution 2 – Approval to Issue Securities

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

%

Signed this day of 2014

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

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ENHANCED SYSTEMS TECHNOLOGIES LIMITED ACN 000 090 997

Instructions for Completing ‘Appointment of Proxy’ Form

A member 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 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.

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

2. 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:

3. 2 directors of the company;

4. a director and a company secretary of the company; or

5. 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 send the proxy form:

4. (a) by post to Enhanced Systems Technologies Limited, Level 1, 114-116 Auburn Road, Hawthorn, 3122 Victoria;

or

• (b) by facsimile to the Company on facsimile number +61 3 9818 3656,

so that it is received not later than 11.30am (EST) on 10 December 2014.

Proxy forms received later than this time will be invalid.

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