ENERGY WORLD CORPORATION LTD.

ENERGY WORLD CORPORATION LTD.

9A Seaforth Crescent Tel : (61 2) 9247 6888 Seaforth, NSW, 2092 Fax: (61 2) 9247 6100

REGISTERED OFFICE ADDRESS

9A Seaforth Crescent, Seaforth NSW 2092, Australia. Tel : (61 2) 9247 6888 Fax: (61 2) 9247 6100

A.C.N. 009 124 994

14 May 2013

The Listing Manager Company Announcement Platform ASX Limited

CLEANSING NOTICE

Notice under section 708A(12C)(e) of the Corporations Act 2001 (Corporations Act) (as modified by ASIC) to enable

fully paid ordinary shares in the capital of Energy World Corporation Ltd (EWC) (Ordinary Shares) to be issued

on:

exchange of interest bearing, guaranteed, registered convertible exchangeable notes in an aggregate

principal amount of up to US$75,000,000 (Notes) issued by Energy World Philippines Holdings Limited

(EWP), a wholly owned subsidiary of EWC, in accordance with the Subscription Agreement (as defined

below) and the Note Instrument (as defined below); and

exercise of a warrant for the purchase of Ordinary Shares (Warrant) issued by EWC pursuant to the

Subscription Agreement and the Warrant Instrument (as defined below),

to be on-sold to retail investors.

1 Introduction

Project Background

As referred to in EWC's interim financial statements lodged with ASX on 28 February 2013, EWC is currently developing

the Philippines LNG Hub and its proposals for the Philippines Power Plant.

Philippines LNG Hub

The Philippines LNG Hub will consist of several components, comprising: (i) a storage tank with a capacity of 130,000m3

for storing liquefied natural gas (LNG) on site; (ii) a jetty and receiving and re-export terminal for berthing, unloading and

reloading LNG ships; (iii) a regasification facility to convert LNG back to natural gas; and (iv) related support facilities

(such as receiving and discharge lines, boil off gas lines, metering, pumps and compressors).

Philippines Power Plant

The Power Plant will be located on Pagbilao Grand Island adjacent to the Philippines LNG Hub. The site for the

Philippines Power Plant is adjacent to the existing Pagbilao power station, owned by an independent third party, and to the

230 kV switch-yard which is connected to the main Luzon power grid in the Philippines. The configuration and capacity of

the Power Plant have not been finalised, but it will be a gas-fired combined cycle plant with a minimum capacity of

300MW which may be increased to 600MW.

Transaction Background

On 14 May 2013, EWC and EWP entered into a subscription agreement (Subscription Agreement) with Standard

Chartered Private Equity (Singapore) Pte. Ltd (Subscriber) in respect of the issue by EWP of and subscription by the

Subscriber for the Notes and the issue of the Warrant by EWC to the Subscriber.

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Use of proceeds

The Notes are being issued for the general corporate purposes of EWC and for investments by EWP and its subsidiaries

(Philippines Group) including:

the design, development, construction, ownership, financing, operation and maintenance of an LNG regasification

terminal to be located on the Project Site (as defined below) with tank storage capacity of at least 130,000m3 and

annual throughput design capacity of at least 3.0 million tonnes per annum (including any related or ancillary

businesses and any associated expansion) (LNG Project);

the design, development, construction, ownership, financing, operation and maintenance of a gas-fired power

plant to be located on the Project Site with a net capacity of at least 300MW (including any related or ancillary

businesses and any associated expansion) (Power Project); and

each other project or business undertaken by the Philippines Group from time to time (together with the LNG

Project and the Power Project, the Philippines Business).

The Warrant is being issued for the general corporate purposes of EWC.

2 The effect of the issue of the Notes and the Warrants on EWC

Notes

Under the Subscription Agreement:

(a) EWP has issued, and the Subscriber has subscribed for, US$50 million 2.5% convertible exchangeable notes due

in 2018 which may be converted into ordinary shares in EWP or in the alternative exchanged for Ordinary Shares

in EWC (the First Tranche Notes); and

(b) if certain specific conditions precedent are satisfied EWP will issue, and the Subscriber will subscribe for, an

additional US$25 million 2.5% convertible exchangeable notes due in 2018 which may be converted into ordinary

shares in EWP or in the alternative exchanged for Ordinary Shares in EWC (the Second Tranche Notes). Please

see section 3 and Annexure A of this Cleansing Notice for details of such conditions precedent.

Warrant

Under the Subscription Agreement, EWC issued to the Subscriber a Warrant in the amount of AU$4,960,317 to purchase

Ordinary Shares at an initial exercise price of AU$0.50. The Warrant was issued to the Subscriber on the same date as the

Subscriber's subscription of the First Tranche Notes.

Exercise of the Warrant is at the discretion of the Warrantholder and accordingly, no assurance can be given that the

Warrant will be exercised or that the exercise price will be received by EWC.

A summary of the key terms of the Subscription Agreement and the rights and liabilities attaching to the Notes and the

Warrant is provided in sections 2, 3 and 4 of this Cleansing Notice.

This Cleansing Notice relates to the issue of the First Tranche Notes, the Second Tranche Notes and the Warrant. As at the

date of this Cleansing Notice, EWC has satisfied each of the relevant conditions precedent for the issue of the First Tranche

Notes.

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Effect on capital structure of EWC

The effect of the issue of the Notes and the Warrant on the capital structure of EWC is as follows:

Notes

Based on the AU$0.50 initial exchange price under the Notes and, for the purpose only of this Cleansing Notice, on a

hypothetical US$/AU$ exchange rate of US$1:AU$0.95488, the number of Ordinary Shares into which the First Tranche

Notes would convert is 95,488,000 Ordinary Shares.

Based on the AU$0.50 initial exchange price under the Notes and on a hypothetical US$/AU$ exchange rate of

US$1:AU$0.95488, the number of Ordinary Shares into which the Second Tranche Notes, if issued, would convert is

47,744,000 Ordinary Shares.

Accordingly, using the AU$0.50 initial exchange price and the above mentioned hypothetical US$/AU$ exchange rate of

US$1:AU$0.95488, the maximum number of Ordinary Shares into which the aggregate of the First Tranche Notes and the

Second Tranche Notes, if issued, would convert is 143,232,000 Ordinary Shares.

Note that under the terms of the Note Instrument, the actual US$/AU$ exchange rate used to determine the number of

Ordinary Shares to be issued in respect of each tranche, will be the “mid” rate for the conversion of US$ to AU$ quoted by

Bloomberg at the close of business (Hong Kong time) on the business day prior to the relevant exchange date.

The initial exchange price under the Notes is a premium of 55% to EWC's 30 day Volume Weighted Average Price.

Warrant

Based on the AU$0.50 initial exercise price, the maximum number of Ordinary Shares issuable upon exercise of the

Warrant is 9,920,634 Ordinary Shares.

If the First Tranche Notes and the Second Tranche Notes, if issued, are fully exchanged and the Warrant fully exercised,

the Subscriber would receive approximately 153,152,634 Ordinary Shares, which would represent approximately 8% of the

enlarged share capital of 1,887,319,306 Ordinary Shares. Note that these calculations are based on the AU$0.50 initial

exercise price for the Warrant and a hypothetical US$/AU$ exchange rate of US$1:AU$0.95488 for the exchange of the

Notes.

The following table sets out the effect on the capital structure of EWC on exchange of the Notes and the exercise of the

Warrant in circumstances where:

(a) only the First Tranche Notes are issued by EWC to the Subscriber (as indicated in column 3); and

(b) both tranches of Notes are issued by EWC to the Subscriber (as indicated in column 4).

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Pre issue of the Notes and the

Warrant

Exchange of First Tranche Notes

and exercise of Warrant

Assuming full exchange of First

Tranche Notes and Second Tranche

Notes (if issued) and exercise of

Warrant

Ordinary shares quoted

on the ASX (#)

1,734,166,672 1,839,575,306* 1,887,319,306*

* These calculations are based on the AU$0.50 initial exercise price for the Warrant and a hypothetical US$/AU$ exchange rate of US$1:AU$0.95488 for the exchange of the

Notes. Under the terms of the Note Instrument the actual US$/AU$ exchange rate used to determine the number of Ordinary Shares to be issued under the Note Instrument, will

be the “mid” rate for the conversion of US$ to AU$ quoted by Bloomberg at the close of business (Hong Kong time) on the business day prior to the relevant exchange date.

The calculations in this section 2 of this Cleansing Notice also assume that the exchange and the issue of the Ordinary Shares in respect of the Notes and purchase of Ordinary

Shares under the Warrant, respectively, have not been affected by any of the adjustment or anti dilution clauses included in the terms of the Notes and the Warrant (discussed

below).

Pro Forma Balance Sheet

The following table sets out the unaudited Consolidated Statement of Financial Position as at 31 December 2012 (as lodged

with ASX on 28 February 2013) and the unaudited pro forma Consolidated Statement of Financial Position as at 31

December 2012, prepared on the basis of the accounting policies normally adopted by EWC.

The pro forma statement is based on that previously reported statement adjusted to reflect the issue of the First Tranche

Notes and the Second Tranche Notes, if issued, and the exercise of the Warrant after issue and other transaction costs. That

is, the First Tranche Notes and the Second Tranche Notes, if issued, and the Warrant, if fully exercised, would raise gross

proceeds of US$80,000,000, with upfront fees and commitment fees payable to the Subscriber and the Company's other

costs (legal fees and other expenses related to the issue) incurred in connection with the issue estimated to amount to not

more than 2%, giving net proceeds of approximately US$78,400,000. The pro forma statement is presented in an

abbreviated form in so far as it does not include all of the disclosures required by Australian Accounting Standards (in

particular disclosures under AASB 132: Financial Instruments Presentation).

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Historical and Proforma Statement of Financial Position as at 31 December 2012

Note Issue (First Tranche Notes and Second

Tranche Notes) and Warrant Issue

Note Exchange (First Tranche Notes and

Second Tranche Notes) and Warrant Exercise

Audited (US$)

Note Issue (First

Tranche Notes and

Second Tranche

Notes) and Warrant

Issue (US$)*

Proforma (unaudited)

(US$)

Note Exchange (First

Tranche Notes and

Second Tranche

Notes) and Warrant

Exercise (US$)**


(US$)

CURRENT ASSETS

Cash assets 119,907 73,500 193,407 78,400 198,307

Cash held in reserve accounts 140,426 - 140,426 - 140,426

Trade and other receivables 16,005 - 16,005 - 16,005

Inventories 3,618 - 3,618 - 3,618

Prepayment 16,824 1,500 18,324 - 16,824

TOTAL CURRENT ASSETS 296,780 75,000 371,780 78,400 375,180

NON-CURRENT ASSETS

Cash held in reserve accounts 51,030 - 51,030 - 51,030

Oil and gas assets 92,373 - 92,373 - 92,373

Exploration and evaluation

expenditure 46,790 - 46,790 - 46,790

Property, plant and equipment 555,601 - 555,601 - 555,601

TOTAL NON-CURRENT

ASSETS 745,794 - 745,794 - 745,794

TOTAL ASSETS 1,042,574 75,000 1,117,574 78,400 1,120,974

CURRENT LIABILITIES

Trade and other payables 54,978 - 54,978 - 54,978

Income tax payable 4,273 - 4,273 - 105,992

Interest-bearing borrowings 105,992 - 105,992 - 4,273

Derivative liabilities 2,615 - 2,615 - 2,615

Provisions 1,299 - 1,299 - 1,299

TOTAL CURRENT

LIABILITIES 169,157 - 169,157 - 169,157

NON CURRENT LIABILITIES

Interest-bearing borrowings 244,744 75,000 319,744 - 244,744

Deferred tax liabilities 45,000 - 45,000 - 45,000

Derivative liabilities 4,796 - 4,796 - 4,796

Provisions 6,245 - 6,245 - 6,245

TOTAL NON CURRENT

LIABILITIES 300,785 75,000 375,785 - 300,785

TOTAL LIABILITIES 469,942 75,000 544,942 - 469,942

NET ASSETS 572,632 - 572,632 78,400 651,032

EQUITY

Issued capital 466,805 - 466,805 78,400 545,205

Asset revaluation reserve 19,211 - 19,211 - 19,211

Cash flow hedge reserve (5,451) - (5,451) - (5,451)

Foreign currency translation

reserve 8,935 - 8,935 - 8,935

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Note Issue (First Tranche Notes and Second

Tranche Notes) and Warrant Issue

Note Exchange (First Tranche Notes and

Second Tranche Notes) and Warrant Exercise

Audited (US$)

Note Issue (First

Tranche Notes and

Second Tranche

Notes) and Warrant

Issue (US$)*


(US$)

Note Exchange (First

Tranche Notes and

Second Tranche

Notes) and Warrant

Exercise (US$)**


(US$)

Retained profits/(Accumulated

losses) 74,501 - 74,501 - 74,501

Shareholders’ equity attributable

to members of EWC 564,001 - 564,001 78,400 642,401

Outside equity interest in

controlled entities 8,631 - 8,631 - 8,631

TOTAL SHAREHOLDER’S

EQUITY 572,632 - 572,632 78,400 651,032

* This proforma is made on the assumption that the Second Tranche Notes are issued, which is conditional upon the satisfaction of certain conditions precedent described

in section 3 of this Cleansing Notice.

** This proforma is made on the assumption that the Second Tranche Notes are issued, the Notes are exchanged in full for Ordinary Shares in EWC and the Warrant is

exercised in full.

3 Rights and liabilities attaching to the Notes and the Warrant

Defined terms used in this section 3 and not otherwise defined in sections 1 to 3 of this Cleansing Notice have the meanings

given to them in Annexure A to this Cleansing Notice.

Subscription Agreement

The Subscription Agreement provides for the issue of the Notes and the Warrant and certain other covenants relating to the

Subscriber’s investment. The following is a summary of certain key terms of the Subscription Agreement. A more

detailed summary of the key terms of the Subscription Agreement is included in Annexure A to this Cleansing Notice.

Under the Subscription Agreement, amongst other things:

the Subscriber’s obligation to subscribe for the Second Tranche Notes, being an additional US$25,000,000 in

principal amount of Notes, on the Subsequent Closing is subject to the satisfaction (or waiver by the Subscriber)

of a number of conditions, including:

o no Material Adverse Event has occurred, or is reasonably likely to occur;

o no Redemption Event or Initial Noteholder Redemption Event has occurred;

o EWC, EWP and other Philippines Group members have implemented the Restructuring Plan, as and

when required thereunder;

o EWP and other Philippines Group members have obtained each of the Key Permits required for the

Philippines Projects; and

o EWP is in compliance with the Initial Business Plan;

the Subscriber has the right to nominate a director to the board of EWC (referred to as the Nominated EWC

Directors) and to the board of EWP (referred to as the Nominated Company Director) while the Subscriber and its

Affiliates hold fifty percent or more of the issued Notes;

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EWC and EWP provide certain undertakings to the Subscriber, including:

o to maintain a Nominated EWC Director or Nominated Company Director (as applicable) and each of

their alternate directors, as nominated by the Subscriber from time to time, to the board of EWC and to

the board of EWP respectively, and not to remove or replace any such director without the prior written

consent of the Subscriber; and

o subject to certain exceptions, such as for matters approved in the Business Plan, not to take any action

and to procure that no member of the EWC Group or the Philippines Group (as applicable) takes any

action in respect of a Company Reserved Matter or an EWC Reserved Matter, without the prior written

consent of the Subscriber or the affirmative vote of the Nominated EWC Director or the Nominated

Company Director (as applicable), which consent is not to be unreasonably withheld. See Annexure A

of this Cleansing Notice for further details regarding Company Reserved Matters and EWC Reserved

Matters.

EWP’s obligations under the Subscription Agreement are guaranteed by EWC.

Terms of the Notes

The following is a summary of certain key terms of the Notes. A more detailed summary of the key terms of the Notes is

included in Annexure A to this Cleansing Notice.

Under the Note Instrument, amongst other things:

EWP's obligations under the Notes constitute the senior, direct, unconditional, guaranteed, unsecured and

unsubordinated obligations of EWP, and shall at all times rank at least equally with all of its other present and

future, direct, senior, unconditional, unsecured and unsubordinated obligations save for certain exemptions

relating to project finance debt incurred by the Philippines Group.

EWC's obligations under the Notes, including EWC's guarantee of the Guaranteed Obligations, constitute the

senior, direct, unconditional, unsecured and unsubordinated obligations of EWC (notwithstanding any project

finance debt incurred by the Philippines Group).

The Notes shall bear interest from and including their date of issuance at the rate of:

o two point five per cent. (2.5%) per annum of the outstanding principal amount of the Notes; and/or;

o five per cent. (5%) per annum of the outstanding principal amount of the Notes, on and from the

occurrence of a Redemption Event or an Initial Noteholder Redemption Event.

At any time on or after the occurrence of an IPO or Trade Sale in respect of EWP, each Noteholder has the right to

elect to convert into EWP Shares all (and not part) of the principal amount of each Note held by it. The number of

EWP Shares to be issued shall be determined (on a Fully Diluted Basis immediately after such conversion) by

multiplying the Conversion Percentage by the Note Percentage.

A Conversion Right may be exercised in respect of one or more Notes.

At any time during the EWC Exchange Period, each Noteholder has the right to elect to transfer to EWC the

principal amount of each Note held by it in exchange for EWC issuing to such Noteholder the applicable EWC

Exchange Shares. The number of EWC Exchange Shares to be issued shall be determined by dividing the

principal amount of such Note (converted into Australian dollars at the applicable Exchange Rate) by the EWC

Exchange Price in effect at the relevant EWC Exchange Date.

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An EWC Exchange Right may be exercised in respect of one or more Notes.

The existence of the EWC Exchange Right is conditional upon the relevant Noteholder having obtained FIRB

Approval for the granting to such Noteholder of the EWC Exchange Right (if required).

The EWP Shares issued pursuant to a Noteholder's exercise of its Conversion Right or Ordinary Shares of EWC

issued on exercise of Exchange Rights will be issued fully paid and will rank equally with, and have the same

voting rights, dividend rights and other entitlements as the other EWP Shares or Ordinary Shares as the case may

be.

Upon the occurrence of a Redemption Event or an Initial Noteholder Redemption Event (as set out in Annexure A

of this Cleansing Notice), any Noteholder or the Initial Noteholder (as applicable) may by notice in writing to

EWC and EWP, declare the Notes held by it to be immediately due and payable, in which event EWP must

immediately redeem each such Note by paying in cash, the entirety of the outstanding principal amount of such

Notes together (except in the case of some limited exceptions) with an additional amount as would give such

Noteholder an internal rate of return of ten per cent. (10%) per annum, calculated from the issue date of the Notes

until the date that such aggregate amount is paid in full.

EWC and EWP provide certain undertakings in the Note Instrument, including, for so long as any portion of a

Note remains outstanding, to:

o ensure that, at all times, there is available such number of unencumbered Ordinary Shares (in the case of

EWC) and EWP Shares (in the case of EWP) as would be required to be issued upon conversion or

exchange (as the case may be) of the relevant Notes; and

o promptly notify each of the Noteholders upon the occurrence of any Redemption Event or an Initial

Noteholder Redemption Event, and in any event, within five (5) business days of such occurrence.

The Note Instrument also includes certain anti-dilution protections for the Noteholders.

Terms of Warrant

The following is a summary of certain key terms of the Warrant. A more detailed summary of the key terms of the Warrant

is included in Annexure A to this Cleansing Notice.

Under the Warrant Instrument, amongst other things:

the Warrant may be exercised by a Warrantholder at any time after the Issue Date until the Expiration Time, upon

payment of an amount equal to (A) the number of Warrant Shares purchased upon exercise of the Warrant

multiplied by (B) the Exercise Price. Such exercise may be in respect of the whole or a part of the Outstanding

Warrant Amount, subject to minimum exercise restrictions.

EWC provides certain other undertakings, for so long as the Warrant is outstanding including to:

o not reduce any of its share capital;

o not modify the rights attached to any Equity Security in a way that could reasonably be expected to have

a material adverse effect on the rights of the Warrantholders; and

o from time to time promptly pay all taxes and charges that may be imposed upon EWC in respect of the

issuance or delivery of Ordinary Shares upon the exercise of the Warrant.

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The Warrant Instrument also includes certain anti-dilution protections for the Warrantholders.

4 Rights and liabilities attaching to Ordinary Shares issued on exchange of Notes and exercise of the Warrant

Ordinary Shares of EWC issued on exchange of the Notes or on exercise of the Warrant will be issued fully paid and

ranking equally in all respect with existing Ordinary Shares.

5 Compliance with continuous disclosure

EWC is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of the Corporations

Act and, as such, is subject to regular reporting and disclosure obligations.

Aside from the information contained in documents previously lodged by EWC with the ASX pursuant to its continuous

disclosure obligations, there is no additional information that:

(a) has been excluded from a continuous disclosure notice in accordance with the Listing Rules; and

(b) is information that investors and their professional advisers would reasonably require for the purpose of making

an informed assessment of:

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of EWC;

and

(ii) the rights and liabilities attaching to the Notes, the Warrant or Shares to be issued on exchange of the

Notes or exercise of the Warrant.

6 Additional Information

Right to Obtain Documents

Copies of documents lodged with ASIC in relation to EWC, including the Constitution, may be obtained from, or inspected

at, an ASIC office. In addition, EWC will make available to you free of charge at any time copies of:

(a) EWC's Annual Report for the year end 30 June 2012; and

(b) any continuous disclosure notices given by EWC after lodgment of that Annual Report and before release of this

Cleansing Notice.

ASIC

This Cleansing Notice is issued under Section 708(12C)(e) of the Corporations Act (as modified by ASIC) to enable

Ordinary Shares issued upon exchange of the Notes and exercise of the Warrant, respectively to be on-sold to retail

investors.

Important notices

This document does not constitute an offer of Ordinary Shares.

This document contains forward looking statements that are not based solely on historical facts but are based on current

expectations about future events and results. These forward looking statements are subject to inherent risks and

uncertainties. Such risks and uncertainties include factors and risks specific to the operations of EWC, as well as general

economic conditions, prevailing interest rates, conditions in the financial markets, government policies and regulations and

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competitive pressures. As a consequence, actual events or results may differ materially from the expectations expressed or

implied in such forward looking statements.

Forward-looking statements in this document speak only at the date of this document. Subject to any continuing

obligations under applicable law or the ASX Listing Rules, EWC does not in providing this information undertake any

obligation to publicly update or revise any of the forward-looking statements for any change in events, conditions or

circumstances on which any such statement is based. Accordingly, you are cautioned about placing undue reliance on

forward looking statements contained in this document.

Yours faithfully,

For and on behalf of


Brian J. Allen

Director

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ANNEXURE A

Summary of key terms under each of the Transaction Documents

SUBSCRIPTION AGREEMENT

1. Transaction: The Subscription Agreement provides for the issue of the Notes and the Warrant on the terms and

subject to the conditions set out therein.

2. Subscriber: Standard Chartered Private Equity (Singapore) Pte. Ltd., an unrelated third party, incorporated in

Singapore.

3. Use of proceeds: The net proceeds from the sale of the Notes are to be used for investments in the Philippines

Projects and for the general corporate purposes of EWC. The net proceeds from a purchase of Ordinary Shares in

EWC under the Warrant are for the general corporate purposes of EWC.

4. Appointment of Directors: The Subscriber has the right to nominate a director to the board of EWC and to the

board of EWP while the Subscriber and its Affiliates hold fifty per cent or more of the issued Notes.

5. Restructuring Plan: Each of EWC and EWP undertakes to implement the Restructuring Plan for the transfer to

the Philippines Group of all the rights, titles and interests held by EWC in the Philippines Projects prior to the

Subsequent Closing.

6. Business Plan: EWP has adopted its Business Plan for the development of the Philippines Projects and EWP and

EWC undertake to materially comply with the Business Plan.

7. Conditions to the Subsequent Closing: The Subscriber's obligation to subscribe for the Second Tranche Notes on

the Subsequent Closing is subject to the satisfaction (or waiver by the Subscriber) of a number of conditions,

including:

(a) no Material Adverse Event has occurred, or is reasonably likely to occur;

(b) no Redemption Event or Initial Noteholder Redemption Event has occurred;

(c) EWC, EWP and other Philippines Group members have implemented the Restructuring Plan, as and

when required thereunder;

(d) EWP and other Philippines Group members have obtained each of the Key Permits required for the

Philippines Projects; and

(e) EWP is in compliance with the Initial Business Plan.

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8. Guarantee and indemnity: EWC irrevocably and unconditionally guarantees to the Subscriber, on a continuing

basis, the punctual payment and performance by EWP of all of the Guaranteed Obligations.

9. Undertakings: For the duration of the Subscriber Rights Period, each of EWC and EWP undertake to (amongst

other things):

(a) maintain a Nominated EWC Director or Nominated Company Director (as applicable) and each of their

alternate directors, as nominated by the Subscriber from time to time, to the board of EWC and to the

board of EWP respectively, and not to remove or replace any such director without the prior written

consent of the Subscriber; and

(b) subject to certain exceptions, such as for matters approved in the Business Plan, not to take any action

and to procure that no member of the EWC Group or the Philippines Group (as applicable) takes any

action in respect of a Company Reserved Matter or an EWC Reserved Matter, without the prior written

consent of the Subscriber or the affirmative vote of the Nominated EWC Director or the Nominated

Company Director (as applicable), which consent is not to be unreasonably withheld.

Company Reserved Matters include:

(i) any voluntary liquidation, winding-up or dissolution of a Philippines Group member;

(ii) any reduction of share capital or other acquisition by a Philippines Group member of its shares;

(iii) except in the event of an IPO of the Philippines Group and subject to certain other exceptions,

(1) any change in the share capital, or creation, allotment or issue of any shares or other

security, of a Philippines Group member, (2) the restructuring or recapitalisation of any

Philippines Group member, and (3) the entry into by any Philippines Group member of any

joint venture, collaboration, or merger with any other legal entity;

(iv) the declaration or payment of any dividend or distribution, or amendment to any dividend

policy, of any Philippines Group member;

(v) any change to the constitutional documents of a Philippines Group member;

(vi) any material change to the nature or scope of the business of the Philippines Group or change

to the nature or scope of any Philippines Project;

(vii) entry into, or amendment to any agreement or commitment between a Philippines Group

member and a Related Party;

(viii) the adoption, approval and amendment of the Business Plan; and

(ix) the appointment or removal of underwriters or financial advisors in connection with an IPO or

Trade Sale, or of the auditors of a Philippines Group member or change to its accounting

policies.

EWC Reserved Matters include:

(i) in respect of any member of the EWC Group (and not including transactions with respect to

specified current and planned projects of EWC described in EWC's 2012 annual report), (1) any

acquisition or disposal of assets, business or securities, (2) merger, (3) subscription of

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securities, (4) establishment of a joint venture entity, (5) entry into or termination of any

agreement or commitment, or (6) incurrence of capital expenditure, which in each such case

involves a consideration of or payments (either individually or cumulatively with related

liability) in excess of fifteen per cent. (15%) of the consolidated net assets of EWC from time to

time;

(ii) entry into or termination of any agreement or commitment (or any amendment thereto) between

an EWC Group member and a Related Party with a value or involving payments in excess of

US$500,000 in any twelve (12) month period (unless approved by a resolution of ordinary

shareholders);

(iii) any voluntary de-listing or removal of EWC from the official list of ASX.

10. Restrictions: For the duration of the Subscriber Rights Period, EWC undertakes not to engage in or be concerned

or interested in any Relevant Business (other than through its shareholding in EWP) prior to offering EWP in

writing a pre-emptive right to participate in such Relevant Business.

11. Governing law: English law.

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NOTE INSTRUMENT

1. Issue: Convertible and exchangeable, senior and unsecured, interest bearing, guaranteed, registered Notes which

mature on 14 May 2018, with a principal amount of US$50,000,000 on First Closing, and with an additional

principal amount of US$25,000,000 on Subsequent Closing.

2. Initial Noteholder: Standard Chartered Private Equity (Singapore) Pte. Ltd.

3. Form and denomination: The Notes will be issued in registered form without coupons attached, subject to the

terms and conditions of the Notes.

4. Title: Title to the Notes passes only by transfer and registration in the Register.

5. Status: EWP's obligations under the Notes constitute the senior, direct, unconditional, guaranteed, unsecured and

unsubordinated obligations of EWP, and shall at all times rank at least equally with all of its other present and

future, direct, senior, unconditional, unsecured and unsubordinated obligations save for certain exemptions relating

to project finance debt incurred by the Philippines Group.

EWC's obligations under the Notes including EWC's guarantee of the Guaranteed Obligations, constitute the

senior, direct, unconditional, unsecured and unsubordinated obligations of EWC (notwithstanding any project

finance debt incurred by the Philippines Group).

6. Transferability: Save for (i) a transfer of Notes by a Noteholder to its Affiliates, (ii) transfer to EWC on exercise

of an EWC Note Transfer or (iii) any transfer by a Noteholder following a Redemption Event or Initial Noteholder

Redemption Event, the transfer of Notes is subject to EWC's right of first refusal to purchase such Notes, as set out

in the Conditions, but is not otherwise subject to the approval of EWC or EWP.

7. Interest: The Notes shall bear interest from and including their date of issuance at the rate of:

(a) two point five per cent. (2.5%) per annum of the outstanding principal amount of the Notes; and/or

(b) five per cent. (5%) per annum of the outstanding principal amount of the Notes, on and from the

occurrence of a Redemption Event or an Initial Noteholder Redemption Event,

payable in cash semi-annually in arrears.

8. Maturity Date: The Maturity Date in respect of the Notes is on the date falling on the fifth (5th

) anniversary of the

First Closing Date (14 May 2018).

9. Conversion Right: At any time on or after the occurrence of an IPO or Trade Sale in respect of EWP, each

Noteholder has the right to elect to convert into EWP Shares all (and not part) of the principal amount of each Note

held by it. The number of EWP Shares to be issued shall be determined (on a Fully Diluted Basis immediately

after such conversion) by multiplying the Conversion Percentage by the Note Percentage.

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A Conversion Right may be exercised in respect of one or more Notes.

10. Exchange Right: At any time during the EWC Exchange Period, each Noteholder has the right to elect to transfer

to EWC the principal amount of each Note held by it in exchange for EWC issuing to such Noteholder the

applicable EWC Exchange Shares. The number of EWC Exchange Shares to be issued shall be determined by

dividing the principal amount of such Note (converted into Australian dollars at the applicable Exchange Rate) by

the EWC Exchange Price in effect at the relevant EWC Exchange Date.

An EWC Exchange Right may be exercised in respect of one or more Notes.

The existence of the EWC Exchange Right is conditional upon the relevant Noteholder having obtained FIRB

Approval for the granting to such Noteholder of the EWC Exchange Right (if required).

11. Initial EWC Exchange Price: The Initial EWC Exchange Price is A$0.50 per share.

12. Alternate Exchange Option: If, at any time after the First Closing Date, the Ordinary Shares are listed for trading

on an Alternate Exchange, each Noteholder has the right to elect to receive, upon exercise of the EWC Exchange

Right, either Ordinary Shares that are listed on ASX, or Ordinary Shares listed on an Alternate Exchange.

13. Initial EWC Exchange Price and EWC Exchange Right Adjustment: EWC is to make appropriate adjustments

to the EWC Exchange Rights of the Notes in certain circumstances including:

(a) upon the subdivision of outstanding Ordinary Shares, it shall proportionately decrease the EWC

Exchange Price, and upon the combination of outstanding Ordinary Shares, proportionately increase the

EWC Exchange Price, in each case immediately prior to such subdivision or combination (as the case

may be);

(b) upon EWC making a dividend or other distribution to holders of Ordinary Shares payable in Ordinary

Shares or EWC Share Equivalents, it shall proportionately decrease the EWC Exchange Price at the time

of such issuance;

(c) upon EWC making a dividend or other distribution payable in securities of EWC other than Ordinary

Shares or EWC Share Equivalents, then upon any subsequent exchange of Notes, it shall issue the

applicable number of Ordinary Shares together with the applicable amount of securities of EWC (as if

the Notes had been exchanged into Ordinary Shares immediately prior to such event);

(d) upon any capital reorganisation or reclassification of Ordinary Shares, or EWC's consolidation, merger

or amalgamation with another person, then upon any subsequent exchange of Notes, EWC shall cause

the issue of the applicable kind and number of shares and other securities and property to the Noteholder

(as if the Notes had been exchanged into Ordinary Shares on the date of such event); and

(e) in any other event where the above dilution protections are not strictly applicable but where failure to

make an adjustment to the EWC Exchange Price would not fairly protect the exchange rights of the

Notes, EWC is to make the appropriate adjustment(s) necessary to preserve, without dilution, such

exchange rights.

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14. Pro rata offer in case of EWC Securities Issue: If EWC makes an issue of Securities, it shall make an offer to

Noteholders to subscribe for such Securities on a pro rata basis as if the Notes had been exchanged for Ordinary

Shares (whether or not such issue of Securities is offered pro rata to all holders of Ordinary Shares).

15. Shares issued on conversion and exchange: The EWP Shares issued pursuant to a Noteholder's exercise of its

Conversion Right or Ordinary Shares of EWC issued on exercise of Exchange Rights will be issued fully paid and

will rank equally with, and have the same voting rights, dividend rights and other entitlements as the other EWP

Shares or Ordinary Shares as the case may be.

16. Guarantee: EWC irrevocably and unconditionally guarantees to each of the Noteholders, on a continuing basis,

the punctual payment and performance by EWP of all of the Guaranteed Obligations.

17. Redemption on maturity: EWP shall immediately redeem each Note which remains outstanding on the Maturity

Date by paying, in cash, the entirety of the outstanding principal amount of such Note, together with all accrued

and unpaid interest thereon.

18. Prepayment: EWP may not prepay the Notes at any time and may only redeem the Notes at the election of the

Noteholder thereof.

19. Early redemption: Upon the occurrence of a Redemption Event or an Initial Noteholder Redemption Event, any

Noteholder or the Initial Noteholder (as applicable) may by notice in writing to EWC and EWP, declare the Notes

held by it to be immediately due and payable, in which event EWP shall immediately redeem each such Note by

paying in cash, the entirety of the outstanding principal amount of such Notes together (except in the case of some

limited exceptions) with an additional amount as would give such Noteholder an internal rate of return of ten per

cent. (10%) per annum, calculated from the issue date of the Notes until the date that such aggregate amount is

paid in full.

20. Redemption Events: Redemption Events include the following:

(a) EWC or EWP defaults in paying any amount payable in respect of any of the Notes for more than three

(3) business days;

(b) EWC breaches any of its financial covenants under the Note Instrument and such breach is incapable of

remedy or is not remedied as permitted thereunder;

(c) EWC or EWP materially breaches any of its covenants or undertakings in the Note Instrument, which

breach is incapable of remedy or is not remedied as permitted thereunder;

(d) EWC or EWP fails to deliver any EWC Exchange Shares or EWP Shares (as applicable) as and when

required under the Note Instrument;

(e) the occurrence of various usual insolvency type events affecting EWC Group;

(f) it is or will become unlawful for EWC or EWP to perform or comply with any one or more of its

material obligations under any of the Notes or the other Transaction Documents;

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(g) any step is taken by any person with the intention of causing the seizure, compulsory acquisition,

expropriation or nationalisation of all or a material part of the assets of an EWC Group member;

(h) the acquisition by any person (other than Stewart Elliott and his Related Persons) of equity interests in

EWC resulting in such person being the record, legal or beneficial owner of more than fifty per cent.

(50%) of the equity interests in EWC (except where each Noteholder is given the opportunity to

participate in such transaction, and such participation would result in each Noteholder receiving an

amount in excess of the principal amount of its Notes together with accrued interest thereon);

(i) EWC ceases to directly own at least fifty-one per cent. (51%) of, or ceases to Control, EWP; and

(j) either (i) the Ordinary Shares cease to be listed on the ASX; (ii) (subject to certain provisos) the

Ordinary Shares are and remain suspended from trading for a period of ten (10) or more consecutive

trading days; or (iii) EWC or the ASX announces its intention to remove EWC from the official list of

the ASX.

21. Initial Noteholder Redemption Event: Initial Noteholder Redemption Events include the following:

(a) EWC or EWP materially breaches any of its representations, warranties, covenants or undertakings in

any Transaction Document, which breach is incapable of remedy or is not remedied within the permitted

grace period(s) thereunder;

(b) an EWC Group member or a Philippines Group member takes an action relating to an EWC Reserved

Matter or a Company Reserved Matter (as the case may be) without the prior written consent of the

Initial Noteholder;

(c) Stewart Elliott ceases to be (for any reason) the Chief Executive Officer and Managing Director of

EWC; and

(d) a Nominated EWC Director or Nominated Company Director is removed or not re-elected to the board

of EWC or the board of EWP respectively.

22. Taxation: EWC and/or EWP (as applicable) shall pay all fees, capital duties, stamp duties, registration duties and

other similar taxes, if any (excluding any tax on the income or deemed income of a Noteholder arising on

conversion, disposal or deemed disposal in relation to exchange or transfer of the Notes) payable on or in

connection with (i) the issue of the Notes, (ii) the initial delivery of the Note certificates, (iii) the execution of the

Note Instrument, (iv) the issue of EWP Shares or EWC Exchange Shares (as applicable); and (v) the EWC Note

Transfer.

In the event that any deduction or withholding for or on account of any taxes is compelled by law, EWC or EWP,

as applicable, will pay such additional amounts in cash as will result in the receipt by the Noteholders of net

amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by

them had no such deduction or withholding been required.

23. Undertakings: EWC and EWP give certain undertakings in the Note Instrument, including, for so long as any

portion of a Note remains outstanding, to:

(a) ensure that, at all times, there is available such number of unencumbered Ordinary Shares (in the case of

EWC) and EWP Shares (in the case of EWP) as would be required to be issued upon conversion or

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exchange (as the case may be) of the relevant Notes; and

(b) promptly notify each of the Noteholders upon the occurrence of any Redemption Event or an Initial

Noteholder Redemption Event, and in any event, within five (5) business days of such occurrence.

24. Financial covenant: EWC is to maintain an agreed Debt to EBITDA Ratio for so long as any portion of a Note

remains outstanding.


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WARRANT INSTRUMENT

1. Issue: Warrant to purchase the Warrant Shares up to the aggregate Warrant Amount (of AU$4,960,317).

2. Initial Warrantholder: Standard Chartered Private Equity (Singapore) Pte. Ltd.

3. Transferability: The Warrant may be transferred by the Warrantholder in whole (but not in part) to any Affiliate,

without the need for the prior approval of, or notification to, EWC.

4. Exercise: The Warrant may be exercised by a Warrantholder at any time after the Issue Date until the Expiration

Time, upon payment of an amount equal to (A) the number of Warrant Shares purchased upon exercise of the

Warrant multiplied by (B) the Exercise Price. Such exercise may be in respect of the whole or a part of the

Outstanding Warrant Amount, subject to minimum exercise restrictions.

5. Ordinary Shares: Ordinary Shares issued will rank pari passu in all respects with all other Ordinary Shares issued

from time to time and shall have the rights set out in the constitution of EWC.

6. Initial Exercise Price: A$0.50 per Ordinary Share.

7. Expiration Date and Time: The Expiration Date is the date falling eighteen (18) months after the date of the

Warrant Instrument (14 November 2014), and the Expiration Time is 5:00 P.M., Sydney, Australia time, on the

Expiration Date.

If the Warrant is not exercised prior to the Expiration Time, the Warrant shall become void and all rights of the

Warrantholder under the Warrant Instrument and under the Warrant Certificate shall immediately cease.

8. Anti-dilution protection: Upon any reorganisation of the outstanding Ordinary Shares (including subdivision,

consolidation, reduction, return or cancellation), EWC is to adjust the Exercise Price and, if applicable, the number of

Warrant Shares issuable on exercise of the Warrant (as in effect immediately prior to any such reorganisation) in

accordance with ASX Listing Rules.

Upon making any "pro rata issue" or equivalent offer or issue to holders of Ordinary Shares, EWC is to adjust the

Exercise Price in accordance with the ASX Listing Rules.

9. No participation in new issues: The holding of the Warrant does not entitle the Warrantholder to participate in any

new issues of Ordinary Shares or other securities of EWC.

10. Bonus issues: Upon making any pro rata "bonus issue" of Ordinary Shares or other securities to holders of Ordinary

Shares, the number of Warrant Shares is increased by the number of securities which the Warrantholder would have

received if the Warrant had been exercised in full before the record date for the bonus issue.

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11. Other Undertakings: EWC gives certain other undertakings, for so long as the Warrant is outstanding including to:

(a) not reduce any of its share capital;

(b) not modify the rights attached to any Equity Security in a way that could reasonably be expected to have

a material adverse effect on the rights of the Warrantholders; and

(c) from time to time promptly pay all taxes and charges that may be imposed upon EWC in respect of the

issuance or delivery of Ordinary Shares upon the exercise of the Warrant.


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DEFINITIONS

In this Cleansing Notice, unless the context otherwise requires, the following expressions shall have the following

meanings when used herein:

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian

Securities Exchange operated by ASX Limited

ASX Listing Rules means the official listing rules of ASX, as amended and waived by ASX from time to time

Affiliate means, with respect to any person, any other person Controlling, Controlled by, or under

common Control with such person, as well as any entity which is Controlled by any of the

foregoing

Alternate Exchange means the Main Board of the Hong Kong Stock Exchange or another internationally

recognised stock exchange except for ASX

Business Plan means, as the context requires, (a) the Initial Business Plan and (b) each subsequent or

replacement business plan of the Philippines Group from time to time, as approved by the

board of EWP with the concurrence of the Nominated Company Director

Conditions means the terms and conditions of the Notes set forth in the Note Instrument

Control of a person means with respect to a non-natural person, direct or indirect ownership of more

than fifty per cent. (50%) of the outstanding voting securities of such person or the ability to

appoint more than half of the directors of the board or equivalent governing body of such

person or the ability, direct or indirect, to direct or cause the direction of the management and

policies of such person; and the terms "Controls", "Controlling" and "Controlled" shall

have corresponding meanings

Conversion Percentage means, at any time:

(a) if EWP has not drawn the Subsequent Subscription Amount, twenty five per cent.

(25%) of the EWP Shares then outstanding; or

(b) if EWP has drawn the Subsequent Subscription Amount, thirty seven point five per

cent. (37.5%) of the EWP Shares then outstanding

Conversion Right means each Noteholder's right, following the occurrence of a Trade Sale or IPO at its election,

to convert into EWP Shares all (and not part) of the principal amount of each Note

Debt to EBITDA Ratio means the ratio of consolidated net debt of the EWC Group to consolidated EBITDA of the

EWC Group, which at the end of each period of twelve months ending on the last day of the

EWC Group's financial year, shall be no more than 4.00:1.00

Equity Securities means Ordinary Shares, EWC Share Equivalents or any other equity securities of EWC

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EWC Exchange Date means the first business day after a Noteholder duly exercises its EWC Exchange Right

EWC Exchange Period means:

(a) the period commencing from the first anniversary of the First Closing Date to the

date which is ten (10) days prior to the Maturity Date; or

(b) any time after the occurrence of a Redemption Event or, in the case of any Notes

held by the Initial Noteholder or its Affiliates, an Initial Noteholder Redemption

Event.

EWC Exchange Price means the Initial EWC Exchange Price (see item (11) under the section entitled "Note

Instrument" above), as adjusted from time to time in accordance with the Note Instrument

EWC Exchange Right means each Noteholder's right, at its election in its sole discretion, to make the EWC Note

Transfer in consideration for EWC issuing to the Noteholder the applicable EWC Exchange

Shares in accordance with the Note Instrument

EWC Exchange Shares means the Ordinary Shares issuable upon the exchange of a Note following exercise of the

EWC Exchange Right which will rank equally with, and have the same voting rights,

dividend rights and other entitlements as the other Ordinary Shares

EWC Group means EWC and each of its Subsidiaries from time to time

EWC Note Transfer means the transfer from each Noteholder to EWC of the principal amount of each Note held

by it

EWC Share

Equivalents

means warrants, options and rights exercisable for Ordinary Shares or other securities or

rights convertible into, or entitling the holder thereof to receive directly or indirectly,

additional Ordinary Shares

EWP Shares means the ordinary shares of EWP of US$1.00 each issuable upon the conversion of a Note

following exercise of the Conversion Right which will rank equally with, and have the same

voting rights, dividend rights and other entitlements as the other ordinary shares of EWP

Exchange Rate means, on any business day with respect to the conversion of one currency to another

currency, the "mid" rate for the conversion of the first currency to the second currency quoted

by Bloomberg at the close of business (Hong Kong time) on the prior business day

Exercise Price means the Initial Exercise Price (see item (6) under the section entitled "Warrant Instrument"

above) as adjusted from time to time pursuant to the Warrant Instrument

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FIRB Approval means the consent of the Treasurer of the Commonwealth of Australia under the FATA and

for this purpose the Treasurer is taken to have consented to the relevant transaction if:

(a) the Treasurer issues a notice under the FATA stating that the Commonwealth

Government of Australia does not object to the relevant transaction; or

(b) the Treasurer is, by reason of lapse of time, not empowered or ceases to be entitled to

make an order under the FATA in relation to the relevant transaction,

and that approval is given either unconditionally or on conditions that are reasonably

acceptable to the relevant Noteholder or the Initial Warrantholder (as applicable)

First Closing means the initial closing for the issue and subscription of the Notes and issue of the Warrant

in accordance with the Subscription Agreement

First Closing Date means the date of the First Closing

Fully Diluted Basis means, at any time with respect to EWP, the share capital of EWP on a fully-diluted as-

converted basis at the relevant time including all EWP Shares that would be issued if all of

the Notes had been converted to EWP Shares at such time (whether or not such Notes are by

their terms then currently convertible)

Guaranteed

Obligations

means any and all monies, liabilities, covenants and obligations (whether actual or contingent,

whether as principal, surety or otherwise, whether now existing or hereafter arising, whether

or not for the payment of money, and including, without limitation, any obligation or liability

to pay damages) which are or may become payable or are owed by EWP under or in

connection with the Subscription Agreement or the Note Instrument (as applicable) or any

other agreements, instruments or certificates executed or entered into under or in connection

with the Subscription Agreement or the Note Instrument (as applicable)

Initial Business Plan means the business plan of the Philippines Group for the 2013 calendar year, in the agreed

form

Initial Noteholder means the Subscriber

Initial Noteholder

Redemption Event

means any of the events listed in Condition 15.2 of the Note Instrument (and summarised in

item (21) under the section entitled "Note Instrument" above)

Initial Warrantholder means the Subscriber

IPO means an initial public offering of EWP Shares where each Noteholder has the right (but not

the obligation) to participate in such public offering

Issue Date means the date the Warrant is first issued and the initial Warrant certificate is executed by

EWC and delivered to the Initial Warrantholder

Key Permit means all of the material franchises, permits, licenses and any similar authorities necessary

for the conduct by the Philippines Group of its business after the First Closing, and for the

development, construction, ownership, operation and maintenance of the Philippines Projects

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Material Adverse Event means any state of facts, change, event, effect or occurrence that (when taken together with

all other states of fact, changes, events, effects or occurrences) is materially adverse to the

business, financial condition, results of operations, properties, assets (tangible or intangible),

liabilities or prospects of EWC, the Philippines Group or the Philippines Projects from time to

time, as the case may be, or that materially impairs the ability of EWC or EWP to perform its

respective obligations under the Subscription Agreement or any of the other Transaction

Documents to which it is a party

Maturity Date has the meaning given to it under item (8) under the section entitled "Note Instrument" above

Nominated Company

Director

means the one director nominated by the Subscriber by written notice to EWP and EWC from

time to time for appointment to the board of EWP and any committees of the board of EWP

Nominated EWC

Director

means the one director nominated by the Subscriber by written notice to EWC from time to

time for appointment to the board of EWC

Note Instrument means the deed constituting the Notes to be executed by EWP and EWC, the Note and the

Conditions (along with the schedules thereto) (as from time to time amended, modified or

supplemented in accordance with the terms of the Note Instrument) and includes any

instrument which is executed in accordance with the provisions of the Note Instrument (as

from time to time amended, modified or supplemented as aforesaid) and expressed to be

supplemental thereto

Note Percentage means, with respect to a Note for which the Conversion Right has been duly exercised, the

percentage determined by dividing the face value of such Note by either (i) US$50 million, if

EWP has not drawn the Subsequent Subscription Amount or (ii) US$75 million, if EWP has

drawn the Subsequent Subscription Amount

Noteholders means the holders of the Notes from time to time

Outstanding Warrant

Amount

means, as of any date, the Warrant Amount less the aggregate of the Australian dollar amount

previously paid to EWC by Warrantholders upon each prior exercise of the Warrant

Project Site means the approximately 215,000 square meter site located in Pagbilao, Philippines leased by

EWC for the purposes of the Philippines Projects

Redemption Event means any of the events listed in Condition 15.1 of the Note Instrument (and summarised in

item (20) under the section entitled "Note Instrument" above)

Related Party means any Affiliate or Related Person of any of Stewart Elliott, EWC, EWP or any other

member of the Philippines Group; provided that in the case of any member of the Philippines

Group, "Related Party" shall not include any other member of the Philippines Group

Related Person means any 'related party' as such term is defined in section 228 of the Corporations Act

Relevant Business means any energy-related project or business (including any business that is ancillary to any

Philippines Business or any other energy-related ancillary business) in the Philippines

Restructuring Plan means an agreed form document which sets out the steps and transactions to be undertaken by

EWC, and EWP to establish the Philippines Group and transfer the Philippines Projects to the

Philippines Group on or prior to the dates set forth therein

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Securities means all EWC Exchange Shares or EWC Share Equivalents; provided that the term

"Securities" does not include (i) EWC Exchange Shares issued or issuable pursuant to a

subdivision or consolidation of EWC Exchange Shares to which Condition 7.1 applies, (ii)

EWC Exchange Shares issued pursuant to the Note Instrument or (iii) Warrant Shares issued

pursuant to the Warrant Instrument

Subscriber Rights

Period

means the period from the First Closing until the Subscriber and its Affiliates cease to hold in

aggregate Notes with a face value of at least (i) US$25 million or (ii) if EWP draws the

Subsequent Subscription Amount, US$37.5 million

Subsequent Closing means the subsequent closing for the issue and subscription of the Second Tranche Notes in

accordance with the Subscription Agreement

Subsequent

Subscription Amount

means US$25,000,000

Subsidiary has the meaning as set forth in section 9 of the Corporations Act

Trade Sale means the sale of the majority of the EWP Shares on a Fully Diluted Basis or the sale of the

whole (or substantially the whole) of the assets and undertakings of EWP and its Subsidiaries

where each Noteholder has the right (but not the obligation) to participate in such Trade Sale

Transaction Documents means the Subscription Agreement, the Note Instrument (including each Note), the Warrant

Instrument (including each Warrant certificate) and any other agreements, instruments or

certificates executed or entered into pursuant to or in connection with any of the foregoing

"US$" or "U.S. dollars" means United States dollars, the lawful currency of the United States

Warrant Amount means AU$4,960,317

Warrantholder means the person in whose name a Warrant is registered

Warrant Instrument means the deed constituting the Warrant to be executed by EWC

Warrant Shares means the Ordinary Shares issued, or issuable upon, any exercise of the Warrant

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ENERGY WORLD CORPORATION LTD.

Documents

Transcript of ENERGY WORLD CORPORATION LTD.