Announcement PDF Energy Technologies Ltd (ASX:EGY) ACN 002 679 469 Notice of Annual General Meeting and Explanatory Notes Date of meeting: 29 November 2023 Time of meeting: 10:30 am Place of meeting: Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100 and online Shareholders will be given the opportunity to attend the Meeting either in person or virtually via Zoom. If you are a Shareholder who wishes to attend and participate in the Meeting via Zoom please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER. TO BE VALID, FORMS OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 10:30AM SYDNEY TIME ON MONDAY 27 NOVEMBER 2023 Energy Technologies Limited ACN 002 679 469 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of the members of Energy Technologies Limited (the Company) to be held at Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100 on 29 November 2023 at 10:30 am (Sydney time). The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Company at the time of preparing this Notice of General Meeting (Notice), the Company is also providing an opportunity to participate in the Meeting virtually via Zoom at the link set out below: https://us06web.zoom.us/j/88615943368?pwd=Isew9NXGp3s3gJ4Ox4cigC84IcseIO.1 Meeting ID: 886 1594 3368 Passcode: 926813 When: Wednesday, 29 November 2023 at 10:30 AM (AEDT) All resolutions will be conducted by way of a poll. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your proxy form which will be delivered to you by email or post (depending on your communication preferences). Shareholders attending the Meeting virtually will be able to ask questions and cast their votes on the proposed resolution at the Meeting. Shareholders who intend to join the Meeting via Zoom are asked to dial-in 30 minutes prior to the start of the Meeting to allow the Company to take your details. The Company welcomes any questions submitted prior to the Meeting by email to Greg.Knoke@energytechnologies.com.au. Where a written question is raised in respect of the resolutions to be considered at the Meeting or the Key Management Personnel of the Company, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company it will not respond to unreasonable and/or offensive questions). Shareholders should monitor EGY’s website or the ASX's EGY page for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available via the ASX as required and through its website at https://www.energytechnologies.com.au. page 2 ENERGY TECHNOLOGIES LIMITED ACN 002 679 469 The attached Explanatory Notes are provided to supply Shareholders with information to allow them to make an informed decision regarding the Resolutions set out in this Notice of Meeting. The Explanatory Notes are to be read in conjunction with this Notice. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. BUSINESS OF THE MEETING ORDINARY BUSINESS 1. Address by the Chairman 2. Financial Statements and Reports To receive and consider the Audited Financial Statements of the Company, Remuneration Report and the Reports of the Directors and Crowe Audit Australia as the auditor of the Company (Auditor), for the year ended 30 June 2023. While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the Company’s Annual Financial Report. A representative of the Auditor will be present at the Meeting and Shareholders will have an opportunity to ask the Auditor's representative questions in relation to the conduct of the audit, the Auditor’s report, the Company’s accounting policies, and the independence of the auditor. The Company's 2023 Annual Report can be viewed online at the Company’s website www.energytechnologies.com.au on the “Corporate Governance” page under “EGY Annual Report”. 3. Remuneration Report (Resolution 1): To consider and if thought fit to pass the following non-binding resolution as an ordinary resolution: "That the remuneration report for the year ended 30 June 2023 be adopted in accordance with section 250R(2) of the Corporations Act.” Further details in respect of Resolution 1 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting. 4. Election of Director (Resolution 2): To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 14.4, Article 10.04 of the Company's Constitution and for all other purposes, Mr Alfred John Chown, who holds office until the conclusion of the general meeting in accordance with Article 10.04 of the Company's Constitution, and being eligible, offers himself for election, be elected as a Director of the Company.” Further details in respect of Resolution 2 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting. 5. Re-election of Director (Resolution 3): To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 14.4, Article 10.02 of the Company's Constitution and for all other purposes, Mr Anthony Lloyd Smith, who retires in accordance with Article 10.02(1) of the Company's Constitution, and being eligible, offers himself for re-election, be elected as a Director of the Company.” Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting. page 3 SPECIAL BUSINESS 6. The ratification of the issue of ordinary Shares (Resolution 4) To consider and if thought fit to pass (with or without amendment) the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of forty million, eight hundred and forty one thousand, two hundred and eighty two (40,841,282) fully paid ordinary Shares in the Company to sophisticated and professional investors under a Share placement for the price of five point two cents ($0.052) per Share, which issue occurred on 8 March 2023, is ratified.” Further details in respect of Resolution 4 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting. 7. The approval under Listing Rule 7.1A to issue additional Shares in the Company over the next twelve months (Resolution 5) To consider and if thought fit to pass (with or without amendment) the following resolution as a special resolution: "That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve an additional capacity of the Company to issue Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Notes." Further details in respect of Resolution 5 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting. By order of the Board and Directors of the Company Gregory Knoke Company Secretary 13 October 2023 page 4 Notes: Entitlement to Vote For the purposes of section 1074E(2)(g)(i) of the Corporations Act and the Corporations Regulation 7.11.37, the Board has determined that in relation to the Annual General Meeting being convened by this Notice shares will be taken to be held by the persons who are registered holders at 7.00 pm (Sydney time) on 27 November 2023. Accordingly Share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the Meeting. Voting at the meeting You may vote by participating in the Meeting (be it via Zoom or in person) or by appointing an attorney or corporate representative to participate in the Meeting and vote for you. Alternatively, Shareholders who are entitled to vote at the Meeting may vote by appointing a proxy to participate and vote on their behalf, using the Proxy Form accompanying this notice or by appointing a proxy online. Voting in person virtually Shareholders wishing to vote via Zoom, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must log in online to participate in the Meeting to be held at 10:30am (Sydney time) on 29 November 2023 by going to site at the following link: https://us06web.zoom.us/j/88615943368?pwd=Isew9NXGp3s3gJ4Ox4cigC84IcseIO.1 Meeting ID: 886 1594 3368 Passcode: 926813 Shareholders, their attorneys (or in the case of Shareholders or proxies which are corporations, corporate representatives), who plan to participate in the Meeting via Zoom should log in online 30 minutes prior to the time designated for the commencement of the Meeting, if possible, to register. Voting by attorney If you wish to appoint an attorney to vote at the Meeting the original or a certified copy of the power of attorney under which the attorney has been appointed must be received by the Company Secretary no later than 10:30am (Sydney time) on 27 November 2023 (or if the Meeting is adjourned or postponed, no later than 48 hours before the resumption of the Meeting in relation to the resumed part of the Meeting). Any power of attorney granted by a Shareholder will, as between the Company and that Shareholder, continue in force and may be acted on, unless express notice in writing of its revocation or the death of the relevant Shareholder is lodged with the Company. Your appointment of an attorney does not preclude you from logging in online or attending in person, and participating and voting at the Meeting. The appointment of your attorney is not revoked merely by your participation and taking part in the Meeting, but if you vote on a resolution, the attorney is not entitled to vote, and must not vote, as your attorney on that resolution. Voting by proxy Shareholders wishing to appoint a proxy to vote on their behalf at the Meeting must either complete and sign or validly authenticate the personalised Proxy Form which accompanies this Notice of Meeting. A person appointed as a proxy may be an individual or a body corporate. Completed Proxy Forms must be delivered to the Company Secretary by 10:30am (Sydney time) on Monday, 27 November 2023 in any of the following ways: By mail to: The Company Secretary Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100 by email to: greg.knoke@energytechnologies.com.au A proxy need not be a Shareholder. If you appoint a proxy and subsequently wish to attend the meeting yourself, the proxy will retain your vote and you will be unable to vote yourself unless you notify the Company Secretary of the revocation of your proxy appointment before the commencement of the Meeting. You may notify the Company Secretary by calling (02) 9938 5622. If a proxy appointment is signed by a Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman will act as proxy. You are entitled to appoint up to two proxies to participate in the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy you must specify the names of each proxy and the percentage of votes or number of securities for each proxy on the Proxy Form. Replacement Proxy Forms can also be obtained from the Share Registry or the Company Secretary. If you hold Shares jointly with one or more other persons, in order for your proxy appointment to be valid, each of you must sign the Proxy Form. page 5 Corporate Representation If your holding is registered in a company name and you would like to attend the meeting in person (and do not intend to return a proxy form), please bring with you to the meeting a duly completed Appointment of Corporate Representative Form to enable you to attend and vote at the Annual General Meeting. Alternatively, if you intend to attend the meeting via Zoom, please complete the Appointment of Corporate Representative Form must be delivered to the Company Secretary by 10:30am (Sydney time) on Monday, 27 November 2023 as follows: By mail to: The Company Secretary Unit J, 134-140 Old Pittwater Road, Brookvale NSW 2100 The appointment of a representative may set out restrictions on the representative's powers. The appointment must comply with section 250D of the Corporations Act. The original Appointment of Corporate Representative Form, a certified copy of the form, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed. Undirected Proxies If a Shareholder nominates the Chairman of the Meeting as that Shareholder's proxy, the person acting as Chairman of the Meeting must act as proxy under the appointment in respect of any or all items of business to be considered at the Meeting. If a proxy appointment is signed or validly authenticated by that Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman of the Meeting will act as proxy in respect of any or all items of business to be considered at the Meeting. Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director which do not contain a direction as to how to vote will be voted in favour of the resolution at the Meeting. The Chairman intends to vote undirected proxies of which the Chairman is appointed as proxy in favour of the resolutions. Questions and comments by Shareholders at the Meeting In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Auditor in relation to the conduct of the external audit for the year ended 30 June 2023, or the content of its audit report. Please send your questions via email to: Gregory Knoke Company Secretary Energy Technologies Limited Greg.Knoke@energytechnologies.com.au Written questions for the Company's Auditor must be received by no later than 5.00pm (Sydney time) on 24 November 2023. A representative of the Auditor will provide answers to the questions at the Meeting. Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Notes. In accordance with the Corporations Act and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Company’s Remuneration Report for the year ended 30 June 2023. During the course of the Annual General Meeting, the Chairman will seek to address as many shareholder questions as reasonably practicable, and where appropriate, will give a representative of the Auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to shareholders. For and on behalf of the Board of Directors Gregory Knoke Company Secretary 13 October 2023 page 6 Voting Exclusion Statements Resolution 1 – Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company will disregard any votes cast on Resolution 1 (Remuneration Report) by or on behalf of a member of the Key Management Personnel of the Company details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member of the Key Management Personnel (each an Excluded Shareholder). However, the Company need not disregard a vote if:  it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy) and the vote is not cast on behalf of an Excluded Shareholder; or  it is cast by the Chairman as a proxy of a person who is not an Excluded Shareholder, where the appointment does not specify how the Chairman is to vote, but expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or the consolidated entity; or  it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Accordingly, members entitled to vote on Resolution 1 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personal (other than the Chairman) of the Meeting (or Closely Related Parties of such persons), should direct their proxy as to how to vote. Failing to direct the proxy may result in that member's vote on Resolution 1 (Remuneration Report) being disregarded. Resolution 4 – the ratification of the issue of ordinary shares under Share Placement In accordance with the Corporations Act and ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by a person who participated in the issue or is a counterparty to the agreement being approved, or any associate of those persons. However, votes will not be disregarded if cast by or on behalf of:  a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or  the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. page 7 Explanatory Notes These are the Explanatory Notes for the shareholders of Energy Technologies Limited (Company) for the Annual General Meeting to be held on 29 November 2023. The Explanatory Notes explain the items of business to be considered at the Meeting and are provided to assist Shareholders in their consideration of the proposed Resolutions 1 to 5 inclusive, contained in the Notice of Meeting, and form part of that Notice of Meeting. Financial Statements and Reports The Corporations Act 2001 (Cth) (Corporations Act) requires the financial report, directors' report and auditor's report to be laid before the Meeting. There is no requirement either in the Corporations Act or the Company's Constitution for members to vote on, approve or adopt these reports. Shareholders will have a reasonable opportunity at the Meeting to ask the Chairman questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take Shareholders' questions and comments about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Auditor about the conduct of the audit of the financial report and the preparation and content of the auditors’ report, may be submitted no later than the five days before the day on which the Meeting is held (i.e. no later than 24 November 2023) to: The Company Secretary Energy Technologies Limited Unit J, 134-140 Old Pittwater Road Brookvale NSW 2100 Greg.Knoke@energytechnologies.com.au The Company will pass all written questions on to the Auditor. The Auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the Auditor considers to be relevant to the conduct of the audit of the financial report or the content of the Auditor's report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the Auditor. There is no requirement for the Auditor to provide written answers to the questions, however, if the Auditor chooses to prepare written answers to any of the questions, the Chairman may permit the Auditor to table the written answers at the Meeting. The Auditor will also answer questions asked at the Meeting, however where questions concern issues raised in the written questions, the Auditor may refer members to the written answers (if any). For the benefit of the Meeting, the Auditor will briefly outline to the Meeting the matters covered in the written questions. Resolution 1: to adopt the Remuneration Report In accordance with Section 300A(1) of the Corporations Act the Remuneration Report is included in the Directors Report for the financial year ended 30 June 2023. The Corporations Act also requires that the Remuneration Report be adopted at the Meeting by a resolution. While there is a requirement for a formal resolution, the Shareholders' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed. The Remuneration Report is set out on pages 13 to 18 of the Company's 2023 Annual Report. (The Annual Report is available on the Company's website at www.energytechnologies.com.au).The Remuneration Report explains the structure of and policy behind, EGY's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each Director and for any specified executive. A Remuneration Committee has been established to evaluate and make recommendations to the Board regarding remuneration policy. Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments on the Remuneration Report. page 8 Sections 250U to 250Y of Corporations Act provide for a ‘two strikes and re-election’ process in relation to the Shareholder vote on the Remuneration Report as follows:  A ‘first strike’ will occur if this Remuneration Report resolution receives a ‘no’ vote of 25% or more. If this occurs, the Company’s subsequent remuneration report must contain an explanation of the Board’s proposed action in response to the ‘no’ vote or an explanation of why no action has been taken by the Board.  A ‘second strike’ will occur if the resolution to adopt the Remuneration Report at the Company's next annual general meeting also receives a ‘no’ vote of 25% or more. If this occurs, Shareholders will vote at that annual general meeting to determine whether the Directors will need to stand for re-election at a separate, subsequent meeting (the spill resolution). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days. The Company has not received a first strike. The Board abstains from making a recommendation in relation to shareholders voting on Resolution 1. Resolutions 2: Election of Director Proposed resolutions Resolution 2 seeks the election of Mr Alfred John Chown as Director of the Company. Background ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity. It also provides that an entity must hold an election of directors each year. These provisions are substantively replicated in Article 10.05 of the Company's Constitution. Mr Alfred John Chown was initially appointed to the Board on 10 August 2023 to fill a vacancy following the death of Chairman Mr Brian Jamieson. Mr Chown will hold office until the conclusion of the general meeting pursuant to Article 10.05 of the Constitution, and being eligible to be elected as a director of the Company, each offers himself for election. Alfred John Chown, B. Econ, (Executive Director) Appointed 10 August 2023 Mr Chown has extensive experience in building businesses across Australasia. He returned to Australia in 2012 after residing in Hong Kong from 1987-2012. In 1987 he co-founded E.L. Consult Ltd an executive search provider that prior to being sold to the Clarius group (ASX:CND) in 2007, had an extensive network of offices throughout Hong Kong, China, Singapore and Malaysia. In the early 1990’s Mr Chown co-founded what became the Dulhunty Power Group, under Dulhunty Power Limited (formerly ASX:DUL), a manufacturer of line fittings for the electric power transmission and distribution industry with factories in Australia, China, Malaysia and Thailand and offices in New Zealand and the USA. The Dulhunty Power Group was sold to Maclean Power Systems of the USA in 2012. Mr Chown is a former Chairman of the Australian Chamber of Commerce in Hong Kong and has extensive commercial experience in both Australia and Asia. Mr Chown was formerly Chairman and Director of Energy Technologies Limited (EGY), resigning on 24 December 2020 and remaining as CEO of the group and director of subsidiary Bambach Wires and Cables Pty Limited (Bambach). Following his re-appointment as a director of EGY, Mr Chown remains as CEO of the group and director of Bambach. Mr Chown is a member of the Audit and Risk Committee, the Remuneration Committee and the Nomination Committee. If Shareholders do not give their approval for Resolution 2, Mr Chown will cease to be a Director following the meeting. Board recommendation Resolution 2 - The Directors (other than Mr Alfred John Chown, who abstains) recommend that you vote in favour of this Resolution. page 9 Resolution 3: Re-election of Director Proposed resolution Resolution 3 seeks the re-election of Mr Anthony Lloyd Smith as Director of the Company. Background ASX Listing Rule 14.5 requires that the Company hold an election of Directors each year. Article 10.03(1) of the Constitution of the Company also requires one third of the Directors (other than the managing Director) to retire from office at each annual general meeting, together with any Director who has held office without re-election for three or more years. Mr Anthony Lloyd Smith was initially appointed to the Board in 2020. Mr Smith retired pursuant to Article 10.05 of the Company's Constitution and was re-elected on 29 November 2021 (being the date the Company's 2021 Annual General Meeting was held). He retires, in accordance with the provisions of the Constitution, and offers himself for reappointment. Mr Smith has over 30 years’ experience in finance with a variety of firms concentrating on small to medium sized companies in regard to corporate finance, institutional research sales and private wealth advice. During this time, he was charged with running these businesses along with titles of Head of Securities and Country Director of Austock Group and Phillip Capital. Mr Smith currently handles the investments at Cashel Family Office, a Melbourne based multi-family office company. Mr Smith is a member of the Audit and Risk Committee, the Remuneration Committee and the Nomination Committee. If Shareholders do not give their approval for Resolution 3, Mr Smith will cease to be a Director. Board recommendation The Directors (other than Mr Smith, who abstains) recommend that you vote in favour of this Resolution. Resolutions 4: the ratification of the issue of ordinary Shares under a Share placement. Proposed resolution Resolution 4 seeks that for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 40,841,282 fully paid ordinary Shares in the Company (15% capacity under ASX Listing Rule 7.1) to sophisticated and professional investors under a Share placement for the price of five point two cents ($0.052) per Share, which issue occurred on 8 March 2023, is ratified. Background On 28 Februar