ENERO GROUP LIMITED — Capital/Financing Update 2011

Aug 17, 2011

ASX ANNOUNCEMENT

Long-term Equity Incentive Plan

Attached is the Appendix 3B released by Photon Group Limited (ASX:PGA) for the issue of 95,258,992 share appreciation rights under the terms of the Group's new long-term equity incentive plan in which senior management across the group (excluding the CEO) will participate. The purpose of the long-term equity incentive plan is to align shareholders and senior management. The key terms of the share appreciation rights are contained in Appendix 3B and further information will be included in Photon's FY2011 Annual Report.

Contact

Andrew Butcher Butcher & Co +61 400 841 088

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Photon Group Limited

ABN

97 091 524 515

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

issued	+ Class of + securities issued or to be Rights to acquire ordinary shares (Shares) in Photon Group Limited (the Company) pursuant to Photon's Share Appreciation Plan (Share Rights).
Number of + securities issued or to 95,258,992 Share Rights issued. be issued (if known) or maximum number which may be issued

⁺ See chapter 19 for defined terms.

$\overline{3}$ Principal terms of the ⁺securities (eg. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates payment: if ⁺convertible for securities, the conversion price and dates for conversion)

21,168,664 Share Rights with an expiry date of 20 business days after the release to ASX of the Company's preliminary financial report for the financial year ended 30 June 2012 (First Vesting Date).

31,752,998 Share Rights with an expiry date of 20 business days release to ASX of the Company's preliminary financial report for the financial year ended 30 June 2013 (Second Vesting Date).

42,337,330 Share Rights with an expiry date of 20 business days release to ASX of the Company's preliminary financial report for the financial year ended 30 June 2014 (Third Vesting Date).

Each Share Right when exercised and vested entitles the holder to receive a fraction of a Share based on the following formula:

Share entitlement (E) = $\frac{A - B}{A}$

Where:

Nil

$A =$ Photon VWAP for the 20 trading days before the relevant Vesting Date.

$B =$ Photon VWAP for the 20 trading days before the Date of Issue of the Share Right (being 3.5) cents).

If $A - B$ is less than or equal to zero, the Share Right will not vest and will immediately lapse on the applicable Vesting Date.

No payment is required for any Share Rights or any Shares acquired pursuant to any exercised and vested Share Rights.

Do the $+$ securities rank equally in all $\overline{4}$ respects from the date of allotment with an existing $t$ class of quoted $+$ securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 5 Issue price or consideration

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The Share Rights are issued under Photon's Share Appreciation Plan which is an employee incentive scheme designed to provide an incentive for eligible employees of the Company and its subsidiaries (Photon Group) to make a positive contribution to the Photon Group.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	18 August 2011
		Number	$\overline{+}$ Class
8	Number and + class of all + securities quoted on ASX (including the securities in clause 2 if applicable)	1,540,886,866	Fully paid ordinary shares
		Number	+ Class
9	Number +class and οf all *securities not quoted on ASX (including the securities in clause 2	4,628,500	Unlisted Options over Shares
	if applicable)	95,258,992	Unlisted Share Rights
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A

Part 2 - Bonus issue or pro rata issue

11	holder approval $N/A$ security Is. required?
12	Is the issue renounceable or non- $\vert$ N/A renounceable?
13	Ratio in which the $+$ securities will N/A be offered
14	+ Class of + securities to which the $\vert$ N/A offer relates

⁺ See chapter 19 for defined terms.

15	Record date determine to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has + security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for of receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances on behalf of renunciations or $+$ security holders	N/A
25		N/A
	If the issue is contingent $\,$ on + security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A

à,

27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do + security holders sell their entitlements in full through a broker?	N/A
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do + security holders dispose of their entitlements (except by sale through a broker)?	$\rm N\mskip-1mu M$
33	TDespatch date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1

$(a)$

$(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional 'securities, and the number and percentage of additional 'securities held by those holders

⁺ See chapter 19 for defined terms.

36 If the ⁺securities are ⁺equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over

A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)

37

$\ddot{\cdot}$

38	Number of securities for which + quotation is sought	N/A
39	Class of + securities for which quotation is sought	N/A
40	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the which extent to they participate for the next dividend, (in the case оf $\mathbf{a}$ trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	N/A
41	Reason for request for quotation	N/A
	now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	Number N/A	+ Class

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before ⁺quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$=$ $=$ $=$ $=$ $=$ $=$

.......... Date: 18 August 2011 My secretary

Sign here:

Print name:

ELENI NORTH

⁺ See chapter 19 for defined terms.