ENERO GROUP LIMITED — Board/Management Information 2015

Jun 15, 2015

ASX ANNOUNCEMENT

16 June 2015

==> picture [121 x 32] intentionally omitted <==

CEO Contract Extension

Enero Group Limited (ASX: EGG) (the “Company”) today announced that Chief Executive Officer Matthew Melhuish has agreed to a variation and extension of his employment agreement.

Mr Melhuish’s employment agreement will be extended for a further four years to 30 June 2019.

Chairman John Porter said, “The Board is pleased to extend Matthew’s term for another four years and are looking forward to his continued leadership of the Group. The foundation now in place will provide many opportunities in line with our strategy for the next four years”.

Under the terms of his amended contract, Matthew will have no change to fixed remuneration. The existing Short Term Incentive (STI) based on earnings per share growth will be replaced by a Revenue and Group EBITDA hurdle incentive encouraging growth each financial year commencing 1 July 2015. The Board believes this change to the STI ensures a close alignment in the creation of shareholder value through driving top line revenue growth along with EBITDA margin improvements.

In connection with the contract extension, Mr. Melhuish will be granted a further 1,000,000 Share Rights under the Company’s existing Share Appreciation Rights Plan (SAR). This grant will be subject to shareholder approval at the Company’s next Annual General Meeting.

A summary of the key terms of Mr Melhuish’s amended employment agreement are set out in Attachment A.

This announcement is made by the Company pursuant to ASX Listing Rule 3.16.4.

Contact:

Brendan York +61 2 8213 3084

==> picture [467 x 38] intentionally omitted <==

==> picture [121 x 32] intentionally omitted <==

Attachment A - Summary of Key Terms of the Employment Agreement extension for Matthew Melhuish as Chief Executive Officer

	Attachment A - Summary of Key Terms of		the Employment Agreement	extension for
	Matthew Melhuish as C		hief Executive Officer
Term		30 June 2019
Rem	uneration	Mr Melhuish’s remunera	tion will consist of base salary and	the short term and
		long term incentives desc	ribed below with effect from 1 Jul	y 2015.
Fixe	d remuneration	Salary $800,000 per annu	m plus statutory entitlement to su	perannuation.
Incentives	ntives	Short Term Incentive
		Mr Melhuish will be entipayment relating to the aeach financial year.	tled to an annual cash based Shortchievement of Revenue and Group	Term Incentive (STI)EBTIDA hurdles
		The total maximum capp	ed STI is 70% of Fixed Remunera	tion.
		Long Term IncentiveMr Melhuish will be issu	ed, subject to shareholder approva	l, 1 million additional
		Share Rights under the CRights will vest in three t333333 Sh Rih	ompany’s Share Appreciation Rigranches as follows:ih i d f 20 bi	hts Plan. The Shared f h
		, are grelease to ASX of th	s wt a vestng ate o usnee Company's preliminary financia	s ays ater tel report for the
		financial year ended333333 Share Rih	30 June 2016 (First Vesting Date)ts with a vestin date of 20 busine	.s das after the
		. grelease to ASX of th	ge Company's preliminary financia	yl report for the
		financial year ended 30 June 2017 (Second Vesting Date).333,334 Share Rights with a vesting date of 20 business days after therelease to ASX of the Company's preliminary financial report for thefinancial year ended 30 June 2018 (Third Vesting Date).Each Share Right when exercised and vested entitles the holder to receive afraction of a Share based on the following formula:Share entitlement (E) =A-BAWhere:
		A = Enero VWAP for theB = Enero VWAP for theRight.	20 trading days before the releva20 trading days before the Date o	nt Vesting Date.f Issue of the Share
		If A – B is less than or e	ual to zero the Share Right will n	ot vest and will
		immediately lapse on the	,applicable Vesting Date.
		No payment is required f	or any Share Rights or any Shares	acquired pursuant to
		any exercised and vested	Share Rights.’
		The Plan Rules provide tRights will lapse upon te	hat, subject to the Boards discretirmination of employment.	on, unvested Share

==> picture [121 x 32] intentionally omitted <==

Termination Provisions

Resignation by Mr MelhuishMr Melhuish may terminate his employment at any time by giving the Company6 months’ written notice.Termination without cause by the CompanyThe Company may terminate Mr Melhuish’s employment at any time by givingMr Melhuish 6 months’ written notice.Upon a party providing the other with notice of termination, the Company may,at its option, pay an amount in lieu of notice or place Mr Melhuish on a period of“garden leave”.If Mr Melhuish resigns or is terminated without cause, he is entitled to receive apro-rated STI for that period of the year worked prior to the date of termination.Termination by the Company for causeThe Company may terminate Mr Melhuish’s employment with immediate effectfor cause (eg. serious breach of contract).Termination by Mr Melhuish for causeMr Melhuish may terminate his employment with immediate effect for materialbreach by the Company, in which case the restrictive covenants shall not apply.

Restrictive Covenants

Mr Melhuish will be restrained from engaging in competition with the Companyand its subsidiaries for up to 6 months following termination of his employment.Mr Melhuish is also restrained from soliciting or encouraging clients and/or staffof the Company and/or its subsidiaries to leave the business, or to cease orreduce their custom with the Company and/or subsidiaries for 12 monthsfollowing termination of his employment.