Ann: Trading Halt, page-38

Under the terms of the non-binding Letter of Intent (“LOI”), which was unanimously approved by Emefcy’s Boards of Directors, Emefcy proposes to merge with RWL Water in an all-stock transaction, and issue 100.5 million new Emefcy shares to RWL Water’s owner, an entity controlled by

Mr. Ronald S. Lauder. Those shares would be subject to a 2-year lock-up agreement, under which Mr. Lauder would only be allowed to sell the shares under limited circumstances.

The LOI further contemplates that Mr. Lauder (or his controlled entity) will subscribe for US$20 million (A$27 million) in additional Emefcy shares at an expected price of A$0.85 per share representing the 20-day VWAP share price for Emefcy’s shares. That share subscription would be conditioned upon execution of a purchase agreement, the completion of the merger and Emefcy shareholder approval. Following these transactions, and on an undiluted basis, current Emefcy shareholders would own approximately 66% of the merged group, while Mr. Lauder would own approximately 34%.

Upon closing of the transaction, Fluence stock would remain listed on the Australia Stock Exchange.