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VOLT GROUP LIMITED AGM Information 2012

Apr 15, 2012

66016_rns_2012-04-15_b31b713d-06af-47d9-a907-86a1f82cf736.pdf

AGM Information

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ENERJI LTD

ABN 62 009 423 189

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00 am (WST) DATE : 16 May 2012 PLACE : BDO 38 Station Street SUBIACO WA 6008

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, Mr Geoffrey Reid or the Executive Director, Mr Greg Pennefather, on (+61 8) 9268 3800.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) 4
Explanatory Statement (explaining the proposed resolutions) 8
Schedule 1 – Summary of terms of the Enerji Employee Share Plan 21
Schedule 2 – Terms of Options 24
Glossary 25
Proxy Form 27

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WST) on 16 May 2012 at:

BDO 38 Station Street SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

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

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 enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

  • each member has a right to appoint a proxy;

  • the proxy need not be a member of the Company; and

  • a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

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  • if proxy holders vote, they must cast all directed proxies as directed; and

  • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

  • if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

  • if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  • the appointed proxy is not the chair of the meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10:00 am (WST) on 16 May 2012 at BDO, 38 Station Street, Subiaco, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual 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 Annual General Meeting are those who are registered Shareholders of the Company at 10:00 am (WST) on 14 May 2012.

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

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF 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 purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 31 December 2011.”

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(ii) a Closely Related Party of such a member. However, a person described above may vote on this Resolution if:

(iii) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

(iv) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR- ROLF HASSLESTROM

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Rolf Hasselstrom, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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3. RESOLUTION 3 – RE-ADOPTION OF ENERJI EMPLOYEE SHARE PLAN

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

“That, for the purpose of Listing Rule 7.2 (exception 9(b)) and for all other purposes, approval is given for the Directors to issue Shares from time to time under an employee share plan called the “Enerji Employee Share Plan”, upon the terms and conditions set out in the Enerji Employee Share Plan (summarised in the Explanatory Statement), as an exception to the 15% placement capacity afforded to the Company under Listing Rule 7.1.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of that person. 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.

4. RESOLUTION 4 – ISSUE OF PLAN SHARES AND APPROVAL OF LOAN TO A RELATED PARTY

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

“That, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Directors to allot and issue 8,000,000 Shares to Ian Campbell (or his nominee), and provide Ian Campbell a loan to subscribe for the Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Director and any of their associates. However, 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.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(i) the proxy is either: (A) a member of the Key Management Personnel; or (B) a Closely Related Party of such a member; and (ii) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (iii) the proxy is the Chair of the Meeting; and (iv) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – PLACEMENT - SHARES

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares raising a total of up to $2,000,000 on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may 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, and any associates of those persons. However, 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.

6. RESOLUTION 6 – APPROVAL FOR ISSUE OF SHARES UPON CONVERSION OF BONDS

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 and for all other purposes, approval is given for the Company to issue Shares to the Subscriber (or its Nominee) upon the conversion of up to 45 Bonds (currently on issue) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may 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, and any associates of those persons. However, 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.

7. RESOLUTION 7 – 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 purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 7,476,214 Shares and 38,955,666 Options on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 8 – 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 purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 1,900,000 Shares and 13,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

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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: 4 APRIL 2012

BY ORDER OF THE BOARD

GREG PENNEFATHER MANAGING DIRECTOR

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:00 am (WST) on 16 May 2012 at BDO, 38 Station Street, Subiaco, Western Australia

This 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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.enerji.com.au .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's annual general meeting for 2012, the Company will be required to put to Shareholders a resolution proposing the calling of an general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting ( Spill Meeting ) within 90 days of the Company's annual general meeting for 2012. All of the Directors who were in office when the Company's Directors' report for 2012 was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or reelection as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration

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report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 31 December 2011.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR - ROLF HASSELSTROM

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has 3 Directors, accordingly 1 must retire.

Rolf Hasselstrom retires by rotation and seeks re-election.

4. RESOLUTION 3 – RE-ADOPTION OF ENERJI EMPLOYEE SHARE PLAN

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of directors and employees of a high calibre, in 2009 the Company established the “Enerji Employee Share Plan” ( Plan ).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 (Exception 9(b)) sets out an exception to Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1.

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The Plan was approved by Shareholders on 1 December 2009 for the purpose of exception 9(b) of Listing Rule 7.2. Accordingly, that approval is only valid until 1 December 2012.

If Resolution 3 is passed, the Company will have the ability to issue Plan Shares to eligible participants under the Plan over a period of three years from the date of the Meeting without impacting on the Company’s 15% placement capacity under Listing Rule 7.1.

10,000,000 Shares Plan Shares have been issued under the Plan since the Plan was last approved by Shareholders.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Directors that the adoption of the Plan and the future issue of Shares under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

A material feature of the Plan is the issue of Shares pursuant to the Plan may be undertaken by way of provision of a non-recourse, interest free loan to be used for the purposes of subscribing for the Shares based on a price that will be not less than the volume weighted average price at which Shares were traded on the ASX over the 5 trading days up to the date of the offer or, if no Shares were traded in that period, then the last price at which an offer was made on ASX to purchase Share.

Any future issues of Shares under the Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolution 4 for the issue of Shares to Director Ian Campbell pursuant to the Plan.

A summary of the key terms and conditions of the Plan is set out in Schedule 1. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary on (+61 8) 9268 3800). Shareholders are invited to contact the Company if they have any queries or concerns.

5. RESOLUTION 4 – ISSUE OF PLAN SHARES AND APPROVAL OF LOAN TO A RELATED PARTY

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to the provision of a non-recourse, interest free loan ( Loan ) to Director Ian Campbell ( Eligible Participant ) pursuant to the Plan for the purpose of subscribing for 8,000,000 Shares on the terms and conditions set out below.

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

  • (b) give the benefit within 15 months following such approval,

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unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

The provision of the Loan to the Eligible Participant requires the Company to obtain Shareholder approval because:

  • (a) the non-recourse interest free loan to acquire the Shares constitute giving a financial benefit; and

  • (b) as a Director, Ian Campbell is a related party of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to the Eligible Participant.

5.2 Technical information required by Chapter 2E of the Corporations Act and Listing Rule 10.14

Pursuant to and in accordance with the requirements of Sections 219 of the Corporations Act and Listing Rule 10.15, the following information is provided in relation to the proposed issue of Shares to the Eligible Participant:

  • (a) the related party is Ian Campbell and he is a related party by virtue of being a Director;

  • (b) the maximum amount of the Loan (being the nature of the financial benefit) to be provided to the Eligible Participant (or his nominee) can be calculated by multiplying the number of Shares to be issued (set out in paragraph (c)) by the issue price (determined in accordance with paragraph (d)). By way of a worked example, and based on the last closing price of Shares before the date of this Notice (i.e. $0.012), the amount of the Loan to the Eligible Participant would be $96,000;

  • (c) the maximum number of securities to be issued to the Eligible Participant (or his nominee) is 8,000,000 Shares;

  • (d) the issue price of the Shares will be not less than the volume weighted average price at which Shares were traded on the ASX over the 5 trading days up to the date of the Offer or, if no Shares were traded in that period, then the last price at which an Offer was made on ASX to purchase Share;

  • (e) no funds will be raised from the issue of the Shares as there will be no change to the Company’s cash position (i.e. the Loan made by the Company will be used to subscribe for the Shares to be issued to the Eligible Participant). Amounts repaid to the Company by the Eligible Participant in the future in satisfaction of the Loan will be used by the Company for general working capital purposes;

  • (f) 10,000,000 Shares have previously been issued under the Plan;

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  • (g) the Plan was last adopted by Shareholders at general meeting of Shareholders on 1 December 2009;

  • (h) all Directors are entitled to participate in the Plan, however, at the current time the Company does not intend to make an offer to the other Directors, being Rolf Hasselstrom or Greg Pennefather. Accordingly approval is being sought only for the offers to the other Director, Ian Campbell;

  • (i) the Loan will be provided on the following key terms and otherwise subject to the terms and conditions of the Plan, a summary of which is set out in Schedule 1:

  • (i) no interest is payable on the Loan;

  • (ii) the Loan may be repaid in full at any time prior to expiry and prior to this occurring the Eligible Participant may not dispose of any of the Shares;

  • (iii) if, upon death, bankruptcy or ceasing to be employed by the Company, the Loan has not been repaid in full, the Eligible Participant (or his personal representative) shall elect by serving written notice on the Company within 7 days of such an event occurring:

    • (A) to have the Company sell the Shares on their behalf and the proceeds of the sale of the Shares be applied towards the satisfaction of the Loan. If the proceeds of the Shares do not cover the outstanding value of the Loan (i.e. the sale price is less than the issue price), the Eligible Participant shall not be obliged to repay the amount by which the Loan exceeds the proceeds of the sale of the Shares. The Loan is therefore risk-free to the Eligible Participant. If the proceeds of the sale exceed the outstanding value of the Loan (i.e. the sale price is more than the issue price), the Eligible Participant shall be entitled to retain this amount; or

    • (B) to repay the Loan within 1 month where the Eligible Participant ceases to be an employee (other than by retirement or retrenchment) or within 12 months where the Related Party dies, becomes bankrupt or ceases to be an employee by reason or retirement or retrenchment; or

where no such election is made the Eligible Participant shall be deemed to have elected the alternative set out above; and

  • (iv) in the event the Eligible Participant does not repay the Loan on or before the expiry of the term specified in 5.2(i) above the Company may sell the Shares in accordance with Error! Reference source not found. above.

  • (j) the value of the Loan is $64,000 using the Black & Scholes valuation methodology and based on the following assumptions:

  • (i) a valuation date of 1[st] April 2012;

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  • (ii) a deemed issue price of $0.015 per Share and corresponding Loan principal of $120,000;

  • (iii) a current market price of $0.011 per Share. Shareholders should also note that the market price of Shares during the term of the Loan will affect the value of the financial benefit provided to the Eligible Participant;

  • (iv) a risk free interest rate of 4.75% per annum;

  • (v) a Loan term of 5 years. Shareholders should note that the actual term of the Loan may be shorter (e.g. where the Eligible Participant ceases to be an employee of the Company, an event of insolvency occurs in respect of the Eligible Participant, or, the Eligible Participant elects to repay the Loan early). The actual term of the Loan will affect the value of the financial benefit provided to the Eligible Participant; and

  • (vi) a Share price volatility of 95%;

  • (k) the Shares will be issued to the Eligible Participant no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Shares will be issued on one date;

  • (l) the Shares issued to the Eligible Participant will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than being subject to a holding lock until such time as the respective Loan has been extinguished or repaid under the terms of the Plan or 12 months from the date of issue of the Shares, whichever is the greater;

  • (m) the relevant interests of the Eligible Participant in securities of the Company as at the date of this Notice are set out below:

Eligible Participant Shares Options
Ian Campbell 4,000,000 Nil

(n) the amounts paid from the Company to the Eligible Participant and their associates for the previous two financial years are set out below:

Eligible Participant 2010 2011
Ian Campbell 159,754 122,974

(o) if the maximum number of Shares are issued to the Eligible Participant, a total of 8,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 903,796,815 to 911,796,815 (assuming that no Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by approximately 0.99%;

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(p) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

Price (cents) Date
Highest 0.027 8 April, 12 April, 26
August and 29
August 2011
Lowest 0.01 1 March 2012
Last 0.012 3 April 2012

  • (q) the primary purpose of the issue of Shares to the Eligible Participant is to provide cost effective consideration to the Eligible Participant for his ongoing commitment and contribution to the Company in his role as a Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed;

  • (r) the primary purpose of the provision of the Loan to the Eligible Participant is to enable the Eligible Participant to subscribe for Shares;

  • (s) the Board acknowledges the issue of Shares to Ian Campbell is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issue of Shares to Ian Campbell is reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

  • (t) Greg Pennefather recommends that Shareholders vote in favour of Resolution 4 for the following reasons:

  • (i) the use of the Loan by the Eligible Participant to subscribe for Shares will align the interests of the Eligible Participant with those of Shareholders by creating a stronger link between performance resulting in increased Shareholder value and reward to the Eligible Participant. The Eligible Participant will have a greater involvement with, and share in, any future growth and profitability of the Company; and

  • (ii) the provision of the Loan is a reasonable and appropriate method to provide benefits to the Eligible Participant as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash benefits were given to the Eligible Participant;

  • (u) Rolf Hasselstrom recommends that Shareholders vote in favour of Resolution 4 for the reasons set out in subparagraphs (i) and (ii);

  • (v) Ian Campbell declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution;

  • (w) the Directors consider that in providing the Loan to the Eligible Participant upon the terms proposed the following opportunity cost to the Company, and benefits foregone by the Company, may occur:

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  • (i) no interest is payable on the Loan;

  • (iii) the Loan is non-recourse which means the full amount of the Loan may not be recovered where the Shares are sold for less than the amount outstanding on the Loan. In addition, where the sale proceeds are greater than the amount of the Loan the Company will not receive any additional repayment as the Eligible Participant is entitled to the surplus proceeds;

  • (x) in forming their recommendations, each Director considered the experience of the Eligible Participant, the existing and proposed contribution of the Eligible Participant to the Company and the current market practices when determining the provision of the Loan upon the terms proposed; and

  • (y) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 4.

6. RESOLUTION 5 – PLACEMENT - SHARES

6.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of up that number of shares, when multiplied by the issue price, will raise up to $2,000,000 ( Share Placement ).

None of the subscribers pursuant to this issue will be related parties of the Company.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 5 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the Share Placement:

  • (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $2,000,000;

  • (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that allotment will occur on the same date;

  • (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

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  • (d) the Directors will determine to whom the Shares will be issued but these persons will be unrelated professional and sophisticated investors;

  • (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

  • (f) the Company intends to use the funds raised from the Share Placement towards installation of Opcon Powerboxes and working capital purposes.

7. RESOLUTION 6 – APPROVAL FOR ISSUE OF SHARES UPON CONVERSION OF BONDS

7.1 General

As announced to ASX on 3 November 2010, the Company entered into a Subscription Agreement with Fortensa Special Opportunities Fund Limited ( Fortensa or Subscriber ) under which the Company agreed to issue the Subscriber and/or its Affiliates a series of redeemable zero coupon convertible bonds ( Bonds ) convertible into Shares.

The purpose of the Subscription Agreement is to provide the Company access to adequate funding to achieve its expansion goals and establish a market recovered heat generated electricity in Australia. At a general meeting of Shareholders held on 17 December 2010, Shareholder approved the issue of Bonds valuing up to $25,000,000 under the Subscription Agreement for a period of 15 months from the date of that meeting (the Company sought and received a waiver from Listing Rule 7.3.2 for this extended time frame) ( Shareholder Approval ). The reasons for the Company entering into the Subscription Agreement were set out in the Company’s notice of meeting dated 15 November 2010.

The Company has since issued Bonds valuing $1,250,000 and the Subscriber has converted Bonds valuing $800,000. Each Bond has a face value of $10,000. Therefore, the Company current has 45 Bonds on issue with an aggregate face value of $450,000.

On or about 8 December 2011, the Company and Fortensa entered into a deed of variation ( Deed of Variation ) amending the Subscription Agreement ( Amended Subscription Agreement ) to increase the functionality of the facility and amend the conversion price for Bonds. The amendments resulted in significant changes to the terms of the Subscription Agreement which were summarised in, and set out together with the revised terms of the Bonds in a Schedule to, the Company’s notice of general meeting dated 15 December 2011 for the Company’s general meeting of Shareholders that was held on 20 January 2012.

The Bonds currently on issue were issued in accordance with the Listing Rules and with the Shareholder Approval. As the conversion terms of the Bonds have been amended by the Deed of Variation the Company cannot rely on Listing Rule 7.2, Exception 4 to issue the Shares upon conversion of those Bonds without Shareholder approval or using its placement capacity under Listing Rule 7.1.

Refer to Section 6.1 for a summary of Listing Rule 7.1.

Resolution 6 seeks Shareholder approval for the Company to convert the 45 Bonds currently on issue in accordance with the Amended Subscription Agreement.

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The effect of Resolution 6 will be to allow the Company to convert Bonds currently on issue into Shares in accordance with the Amended Subscription Agreement and the Listing Rules without using the Company’s 15% annual placement capacity.

7.2 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of Shares upon conversion of Bonds currently on issue:

  • (a) up to 45 Bonds, each with a face value of $10,000 per Bond, will be converted into Shares at a deemed issue price of higher price of the following:

  • (i) 90 per cent of the volume weighted average price for any 5 trading days in the 30 consecutive trading days immediately preceding the conversion date; and

  • (ii) 80% of the volume weighted average price for the 5 trading days immediately preceding the date of issue of the Shares upon conversion of the relevant Bond/s.

Accordingly, the maximum number of Shares to be issued is unknown;

  • (b) Shares issued upon conversion of the existing Bonds on issue will be issued no later than 3 months after the date of the Meeting (or such a later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that allotment will occur progressively;

  • (c) the minimum price will be 80% of the volume weighted average price for the 5 trading days immediately preceding the date of issue of the Shares upon conversion of the relevant Bond/s;

  • (d) the Shares will be issued to:

  • (i) the Subscriber; and

  • (ii) Affiliates of the Subscriber (including any investment vehicle of such entity or person),

none of whom will be related parties of the Company;

  • (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

  • (f) no funds will be raised from the issue of the Shares as the Shares are being issued upon conversion of the Bonds. The Company has already received funds from the issue of these Bonds and used them as follows:

  • (i) to meet the Company’s obligations to purchase Opcon Powerboxes under a Powerbox supply agreement with Opcon AB (a Company incorporated in Sweden);

  • (ii) to carry out detailed engineering design for the implementation of Powerboxes at customer sites;

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  • (iii) to purchase other necessary equipment required to capture waste heat, channel the captured heat to the Powerboxes and provide the required cooling infrastructure; and

(iv) to replenish working capital which was previously used to make instalment payments for Opcon Powerboxes.

7.3 Recommendation of the Board

The Directors recommend that Shareholders vote in favour of Resolution 6.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

8.1 General

On 25 January 2012 the Company announced it had issued a total of 7,476,714 Shares and 38,955,666 Options as consideration for corporate services provided in relation to the Company’s OTCQX listing and business and marketing services.

The subscriber pursuant to this issue was not a related party of the Company.

Refer to Section 6.1 for a summary of Listing Rule 7.1.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 7 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of those Shares and Options ( Securities Ratification ).

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

8.2 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the Securities Ratification:

  • (a) a total of:

  • (i) 7,476,714 Shares were issued and allotted; and

  • (ii) 38,955,666 Options were issued and allotted;

  • (b) the deemed issue price was $0.014 per Share and $0.003 per Option;

  • (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (d) the Options were issued on the terms and conditions set out in Schedule 2;

  • (e) the Shares and Options were allotted and issued to Belloc Pty Ltd and Florella Holdings Pty Ltd, parties not related to the Company; and

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  • (f) the Shares and Options were issued in consideration for corporate services provided in relation to the Company’s OTCQX listing and business and marketing services. Accordingly, no funds were raised from this issue.

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

9.1 General

On 29 February 2012 the Company announced it had issued a total of 1,900,000 Shares and 13,000,000 Options as consideration for corporate services.

The subscriber pursuant to this issue was not a related party of the Company.

Refer to Section 6.1 for a summary of Listing Rule 7.1.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 8 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of those Shares and Options ( Securities Ratification ).

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

9.2 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the Securities Ratification:

  • (a) a total of:

  • (i) 1,900,000 Shares were issued and allotted; and

  • (ii) 13,000,000 Options were issued and allotted;

  • (b) the deemed issue price was $0.014 per Share and $0.003 per Option;

  • (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (d) the Options were issued on the terms and conditions set out in Schedule 2;

  • (e) the Shares and Options were allotted and issued to Belloc Pty Ltd, a party not related to the Company; and

  • (f) the Shares and Options were issued in consideration for corporate services provided. Accordingly, no funds were raised from this issue.

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10. ENQUIRIES

Shareholders are required to contact the Company Secretary, Mr Geoffrey Reid or the Executive Director, Mr Greg Pennefather, on (+61 8) 9268 3800 if they have any queries in respect of the matters set out in these documents.

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SCHEDULE 1 – SUMMARY OF TERMS OF ENERJI EMPLOYEE SHARE PLAN

The key terms of the Enerji Employee Share Plan are as follows:

  • (a) Eligibility : Participants in the Scheme may be Directors, full-time and part-time employees of the Company or any of its subsidiaries ( Participants ).

  • (b) Administration of Plan : The Board is responsible for the operation of the Plan and has a broad discretion to determine which Participants will be offered Shares under the Plan.

  • (c) Offer: The Board may issue an offer to a Participant to participate in the Plan. The offer:

  • (i) will invite application for the number of Shares specified in the offer;

  • (ii) will specify the issue price for the Shares or the manner in which the issue price is to be calculated;

  • (iii) may invite applications for a loan up to the amount payable in respect of the Shares accepted by the Participant in accordance with the offer;

  • (iv) will specify an acceptance period;

  • (v) will specify an vesting conditions; and

  • (vi) specify any other terms and conditions attaching to the Shares.

  • (d) Issue price: the issue price of each Share will be not less than the volume weighted average price at which Shares were traded on the ASX over the 5 trading days up to the date of the Offer or, if no Shares were traded in that period, then the last price at which an Offer was made on ASX to purchase Share.

  • (e) Restriction Conditions: Shares may be subject to restriction conditions (such as a period of employment) which must be satisfied before the Shares can be sold, transferred, or encumbered. Shares cannot be sold, transferred or encumbered until any loan in relation to the Shares has been repaid or otherwise discharged under the Plan.

  • (f) Loan: A Participant who is invited to subscribe for Shares may also be invited to apply for a loan up to the amount payable in respect of the Shares accepted by the Participant ( Loan ), on the following terms:

  • (i) the Loan must be made solely to the Participant and in the name of that Participant;

  • (ii) the Loan will be interest free;

  • (iii) the Loan made available to a Participant shall be applied by the Company directly toward payment of the issue price of the Plan Shares;

  • (iv) the term of the Loan, the time in which repayment of the Loan must be made by the Participant and the manner for making such payments shall be determined by the Board and set out in the invitation;

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  • (v) the amount repayable on the Loan by the Participant will be the lesser of:

    • (A) the issue price of the Plan Shares multiplied by the number of Plan Shares issued less any cash dividends paid in respect of the Plan Shares and applied by the Company to reduce the amount of the Loan and any amount of the Loan repaid by the Participant; and

    • (B) the last sale price of the Shares on ASX on the date of repayment of the Loan multiplied by the number of Plan Shares issued, or, if there are no transactions on that day, the last sale price of the Shares prior to that date, or, if the Plan Shares are sold by the Company, the amount realised by the Company from that sale;

  • (vi) a Participant must repay the Loan in full prior to expiry of the term of the Loan but may elect to repay the Loan amount in respect of any or all of the Plan Shares (in multiples representing not less than 1,000 Plan Shares) at any time prior to expiry of the term of the Loan;

  • (vii) any fees, charges and stamp duty payable in respect of a Loan will be payable by the Participant;

  • (viii) the Company shall have a lien over the Plan Shares in respect of which a Loan is outstanding and the company shall be entitled to sell those Plan Shares in accordance with the terms of the Plan; and

  • (ix) Plan Shares will not be tradeable by a Participant on ASX until the Loan amount in respect of those Plan Shares has been repaid and the Company will retain the share certificate in respect of such Plan Shares until the Loan has been repaid.

  • (g) Immediate repayment of the Loan: If, prior to repayment of a Loan by a Participant, the Participant dies, becomes bankrupt or is no longer a director or employee of, or consultant to, the Company or its subsidiaries as a result of retirement or retrenchment, then the Participant (or his or her personal representative) shall elect, by serving written notice on the Company within seven days of such event occurring, one of the following two alternatives:

  • (i) to have the Company either:

    • (A) place the Plan Shares to persons who are excluded offerees for the purpose of Section 708 of the Corporations Act, at a price being not less than 80% of the weighted average of the prices at which Shares were traded on ASX over the five days prior to the sale; or

    • (B) sell the Plan Shares on ASX,

and apply the proceeds of the sale in repayment of the Loan. If the proceeds exceed the amount of the Loan, the Company will then apply the balance to pay all reasonable expenses of the sale and then refund the surplus, if any, to the Participant. Once the Company has sold the Plan Shares and applied the proceeds of sale against the Loan, the Loan shall be deemed to be fully satisfied and the Participant shall have no further liability to the Company in respect of the Loan; or

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  • (ii) to repay the Loan:

  • (A) within 12 months in the event of the death or bankruptcy of the Participant or in the event that the Participant ceases to be a director or employee of, or consultant to, the Company or its subsidiaries as a result of retirement or retrenchment; or

  • (B) within one month in the event that the Participant resigns, is terminated or otherwise ceases to be eligible to participate in the Plan for any reason other than one set out in paragraph (A) above,

and, upon repayment in full of the Loan, have the Plan Shares fully vested in their name.

If such a notice is not served within seven (7) days of the event occurring the Participant shall be deemed to have elected the alternative described in subparagraph (i) above.

  • (h) Plan limit : The Company must ensure that the number of Plan Shares offered on any date does not exceed 10% of the issued capital of the Company on the day before the Plan Shares are offered, less the total nominal amount of:

  • (i) Shares issued on the exercise of Options granted within the previous five years under any employee share option plan;

  • (ii) Shares remaining issuable in respect of Options granted on the same date or within the previous five years under any employee share option plan; and

  • (iii) Shares issued on the same date or within the previous five years under the Plan or any other employee share option plan.

Shares issued and Options granted by the Company to overseas offerees and excluded offerees in accordance with section 708 of the Corporations Act are not included in calculating the 10% limit.

  • (i) Restriction on transfer : Participants may not sell or otherwise deal with a Plan Share until the Loan amount in respect of that Plan Share has been repaid and until the expiry of the qualifying period in respect of the Plan Shares, if any, that may be imposed by the Board and set out in the invitation.

  • (j) Quotation on ASX : The Company will apply for each Plan Share to be admitted to trading on ASX upon issue of the Plan Share and the Participant agrees to the application of a holding lock over each Plan Share until the Loan in respect of the Plan Share has been repaid and any restrictions on transfer of the Plan Shares set out in the invitation have expired.

  • (k) Rights attaching to Plan Shares : Plan Shares will rank equally in all respects (other than with respect to any restrictions on transfer specified above or otherwise imposed by the Board) with other Shares on issue.

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SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

  • (a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.

  • (b) The Options will expire at 5:00 pm (WST) on 30 June 2015 ( Expiry Date ). Any Options not exercised before the Expiry Date will automatically lapse on the Expiry Date.

  • (c) The amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).

  • (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

  • (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and

  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

  • (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

  • (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

  • (h) The Options are transferable and it is proposed they will be listed on ASX.

  • (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

  • (j) The Company will apply for quotation of the Options on ASX within 10 business days of their issue.

  • (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

  • (l) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

  • (m) A Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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GLOSSARY

Affiliate means with respect to any entity or person, all entities which are controlling, controlled by or under common control with such entity or person (including any investment vehicle of such entity or person).

Annual General Meeting means the meeting convened by this Notice of Meeting.

Board means the current board of directors of the Company.

Bond means a bond issued under the Bond Subscription Agreement.

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

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependent of the member or the member’s spouse;

  • (d) 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 dealing with the entity;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporations Regulations 2001 (Cth

Company means Enerji Ltd (ABN 62 009 423 189).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Enerji Employee Share Plan or Plan means the employee share plan of the Company the terms of which are summarised in Schedule 1.

Explanatory Statement means the explanatory statement accompanying the Notice of

Meeting.

Fortensa or Subscriber means Fortensa Special Opportunities Fund Limited (a company duly incorporated in the Cayman Islands).

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rule means a listing rule of the ASX.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option to acquire a Share on the terms and conditions set out in Schedule 2.

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Plan Shares means Shares issued under the terms of the Plan.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 31 December 2011.

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

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

Shareholder means a holder of a Share.

Subscription Agreement means the bond subscription agreement dated on or about 3 November 2010 between the Company and Fortensa as amended on or about 8 December 2011.

WST means Western Standard Time as observed in Perth, Western Australia.

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PROXY FORM

APPOINTMENT OF PROXY ENERJI LTD ABN 62 009 423 189

ANNUAL GENERAL MEETING

I/We

of

==> picture [413 x 51] intentionally omitted <==

being a member of Enerji Ltd entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’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 10:00 am (WST), on 16 May 2012 at BDO, 38 Station Street, Subiaco, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the Annual General Meeting FOR AGAINST ABSTAIN Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of Director – Rolf Hassleström Resolution 3 – Re-adoption of Enerji Employee Share Plan Resolution 4 – Issue of Plan Shares, and approval of Loan to a Related Party Resolution 5 – Share Placement Resolution 6 – Approval for issue of Shares upon conversion of Bonds Resolution 7 – Securities ratification Resolution 8 – Securities ratification

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

Signature of Member(s): Date:

____

Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary

Contact Name: _____ Contact Ph (daytime): _________

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ENERJI LTD ABN 62 009 423 189

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at a Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

  • ( Individual ): Where the holding is in one name, the member must sign.

  • ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

  • ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

  • ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

  • ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

  • ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

  • (a) post to PO Box 1933, West Perth WA 6872; or

  • (b) or hand deliver to Ground Floor, 10 Ord Street WA 6005; or

  • (c) facsimile to the Company on facsimile number (+61 8) 9226 2018,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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