ENERO GROUP LIMITED — Capital/Financing Update 2009

Aug 16, 2009

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17 August 2009

NOTICE UNDER SECTION 708AA OF THE CORPORATIONS ACT 2001

Photon Group Limited ( Photon ) today announced a non-renounceable rights issue ( Rights Issue ) of 1 fully paid Photon share ( New Shares ) for every 2 existing Photon shares held by shareholders with a registered address in Australia or New Zealand and other eligible institutional investors on 25 August 2009 at 7.00pm (AEST) ( Eligible Shareholders ) at an issue price of $1.50 per New Share.

An Offer Document for the Rights Issue will be dispatched to Eligible Shareholders on 27 August 2009.

In accordance with section 708AA(2)(f) of the Corporations Act, Photon hereby gives notice that:

• 1 Photon will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

• 2 Photon is giving this notice under section 708AA(2)(f) of the Corporations Act;

• 3 As at the date of this notice, Photon has complied with:

  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to Photon; and

  • (b) section 674 of the Corporations Act; and

• 4 As at the date of this notice, there is no information:

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

  • (b) that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

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

    • (ii) the rights and liabilities attaching to the New Shares.

• 5 Below is information on the effect that the issue of the New Shares may have on the control of Photon and the consequences of that effect.

In addition to undertaking the Rights Issue, Photon has today announced that it will undertake a placement of 14,439,268 ordinary shares to institutional and sophisticated investors ( Placement ). The Placement is fully underwritten by Morgan Stanley Australia

Securities Limited ( Underwriter ). Shares will be issued under the Placement on or about Monday 24 August 2009 and these shares will participate in the Rights Issue. Accordingly the information which follows considers the effect of the Rights Issue on the control of Photon on the basis that the Placement shares have been issued.

The Rights Issue is also fully underwritten by the Underwriter.

If all Eligible Shareholders take up their entitlements under the Rights Issue, then the Underwriter will not be issued with any New Shares.

Certain major shareholders of Photon have given an irrevocable commitment to the Underwriter to subscribe for New Shares under the Rights Issue, including:

• RG Capital Multimedia Limited and its associates, who will hold approximately 25% of Photon Shares after the completion of the Placement, have committed to subscribe for 14,671,274 New Shares under the Rights Issue; and

• the Executive Chairman of Photon, Tim Hughes and his associates, who will hold approximately 3.9% of Photon Shares after the completion of the Placement, have committed to subscribe for 2,282,608 New Shares under the Rights Issue.

Given the underwriting arrangements and irrevocable commitments described above, the potential effect the issue of the New Shares under the Rights Issue will have on the control of Photon is as follows:

• (i) if all Eligible Shareholders take up their entitlements under the Rights Issue, then the Rights Issue will have no significant effect on the control of Photon;

• (ii) the proportional interests of Photon’s major shareholders may be maintained but cannot increase as a result of the Rights Issue;

• (iii) if particular Eligible Shareholders do not take up all of their entitlements under the Rights Issue, then the shareholding interests of those Eligible Shareholders in Photon will be diluted;

• (iv) the proportional interests of shareholders with registered addresses outside Australia and New Zealand (excluding eligible institutional investors) may be diluted because (unless Photon determines otherwise) such shareholders are not entitled to participate in the Rights Issue; and

• (v) although the issue of New Shares to the Underwriters under the Rights Issue may increase the shareholding interests of the Underwriter in Photon, it is not expected to have any material effect on the control of Photon.

Yours sincerely

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Eleni North Company Secretary Tel. 8213 3041