ENERO GROUP LIMITED — Capital/Financing Update 2016

Jan 12, 2016

13 January 2016

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

ASX ANNOUNCEMENT

Share Sale Facility

Enero Group Limited advises that it is implementing a Share Sale Facility for shareholders who hold an Unmarketable Parcel of Enero shares at 7:00pm (AEDT) on 8 January 2016 (Record Date).

Eligible shareholders will be sent information by post from today. A copy of the information sent to shareholders is attached.

Contact: Brendan York

+61 2 8213 3084

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

==> picture [120 x 32] intentionally omitted <==

13 January 2016

Dear Enero Shareholder

Notice of intention to sell unmarketable parcels of shares

I am writing to advise you that Enero Group Limited ( Enero or Company ) is implementing a Share Sale Facility ( Facility ) for those shareholders who hold an Unmarketable Parcel of shares. The sale will not incur brokerage or handling costs, and the sale proceeds will be sent to the shareholder.

Why is Enero implementing a Facility?

Enero is offering this Facility as it provides small shareholders with an easy, convenient way to dispose your shares without incurring brokerage costs which in proportion to the value of your holding, may otherwise render a sale uneconomical. It also assists Enero with minimising the expenses associated with maintaining small shareholdings such as the cost of printing and mailing shareholder notices and share registry costs.

What is an unmarketable parcel and who does this program apply to?

An Unmarketable Parcel is a shareholding valued as less than $500. The Facility is available to Australian resident shareholders who at 7:00pm (AEDT) on 8 January 2016 ( Record Date ) have an Unmarketable Parcel of Enero Shares ( Shares ). Based on a price of $0.78 per share, being the closing price of Enero on the Australian Securities Exchange ( ASX ) on the Record Date, a holding of less than 642 Shares represents an Unmarketable Parcel. Because our records show that you held an Unmarketable Parcel of Shares as of the Record Date, your shareholding is eligible for this Facility.

What do I need to do?

If you wish to have your existing Shares sold at no cost to you, you do not need to take any action.

Your Shares will be transferred to the sale agent after 26 February 2016 (Closing Date) and will be sold as soon as possible.

If you wish to retain your existing Shares, you must do one of the following:

• Complete the enclosed Share Retention Form and return it so that it is received by Enero’s share registry, Link Market Services Limited (Link), by 5:00pm (AEDT) on 26 February 2016 ; or

• Increase your shareholding so that you hold 642 shares or more by 5:00pm (AEDT) on 26 February 2016 ; or

• If you hold Shares in multiple holdings, arrange to have these holdings merged into one holding with a value of at least $500 so that this is reflected on the Enero share register at 5:00pm (AEDT) on 26 February 2016.

Sale Process

If you do not take any action and on the Closing Date you continue to hold an Unmarketable Parcel, your Shares will be sold on your behalf by Enero as soon as practicable after the Closing Date. If your Shares are held in a CHESS holding, Enero may, after the Closing Date, initiate a holding adjustment to move your Shares to the issuer sponsored sub-register for the purpose of sale.

Sale Price

The price that will be paid to shareholders for each Share sold through this facility will be the volume weighted average price achieved by the sale agent received for the sale of all Shares sold through this Facility ( Sale Price ). All shareholders who have their Shares sold through this facility will receive the same Sale Price per Share. The amount of money you receive for your shares may be more or less than the actual price received by the sale agent for the sale of your shares.

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

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

Sale proceeds

The sale proceeds to which you are entitled will be calculated by multiplying the Sale Price by the number of Shares you sold through the Facility. The sales proceeds to which you are entitled are expected to be remitted to you by 15 March 2016 using the payment method recorded for your holding. The proceeds of the Share sale will be deposited into your bank account if you have previously provided banking instructions to Enero’s share registry or alternatively, will be sent to you by cheque at the address last recorded in Enero’s register of members.

Authority to implement the Facility

In accordance with the provisions of Enero’s Constitution and the ASX Listing Rules, Enero may notify shareholders who hold an Unmarketable Parcel that it intends to sell their Unmarketable Parcel unless they complete and return the enclosed Share Retention Form by 5:00pm (AEDT) on the Closing Date. This letter and the Share Retention Form which accompanies this letter, satisfy the notice requirements under the ASX Listing Rule 15.13 and Clause 2.7 of Enero’s Constitution.

Change in the value of your holding

If the market value of your Enero Shares increases between the Record Date and Closing Date due to an increase in the Enero share price, such that at the Closing Date the value of your Shares previously identified by Enero as being an Unmarketable Parcel is no longer less than $500, Enero will not sell your Shares. Alternatively, if you increase your holding of Enero shares between the Record Date and Closing Date to $500 or above, Enero will not sell your shares.

Important information

Enero makes no recommendation as to whether you should participate in this facility and this letter does not constitute advise and is not a recommendation to buy, sell or hold Shares. If you are in doubt or you require information regarding possible taxation implications from participation in the Facility, you should consult your legal, financial or taxation advisor.

If you have any questions about your shareholding, please contact the Enero Group Limited information hotline on 1300 853 816 (within Australia) or +61 1300 853 816 (outside Australia).

Yours sincerely

==> picture [61 x 45] intentionally omitted <==

Brendan York Company Secretary

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 853 816 Facsimile: +61 2 9287 0303 ASX Code: EGG Website: www.linkmarketservices.com.au

==> picture [28 x 28] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [22 x 23] intentionally omitted <==

==> picture [24 x 23] intentionally omitted <==

==> picture [23 x 23] intentionally omitted <==

==> picture [24 x 23] intentionally omitted <==

==> picture [25 x 25] intentionally omitted <==

==> picture [12 x 7] intentionally omitted <==

Enero Group Limited

ABN 97 091 524 515

13 January 2016

X99999999999

SRN/HIN:

Number of Shares held as at the Record Date, 7:00pm (AEDT) on 8 January 2016:

Dear Shareholder

IMPORTANT NOTICE – Sale of your Enero Group Limited (“Enero”) Shares.

I am writing to advise you that Enero is putting in place a Share Sale Facility for holders of Shares valued at less than A$500 as at 8 January 2016.

Enero is offering this facility to assist holders of unmarketable parcels of Shares to sell them without brokerage costs and to reduce the expense to the company of maintaining almost 1,001 Shareholders with unmarketable parcels.

Unless you advise Enero that you want to retain your Shares as set out below, your Shares will be sold and you will be sent the sale proceeds.

The Share Sale Facility is being established in accordance with Enero’s constitution and the ASX Listing Rules.

If you want to sell your Shares under the facility – you need take no action.

Your Shares will be sold on your behalf after 26 February 2016. You will not need to appoint a broker nor pay the brokerage and handling costs associated with the sale of Shares under the facility. Any tax consequences from the sale of your Shares will be your responsibility.

If you wish to retain your Shareholding in Enero you must detach this retention slip and return it to Enero’s Registry, so that it is received no later than 5:00pm (AEDT), on 26 February 2016.

If you require further information, please contact the Enero Group Limited Information Line on 1300 853 816 (within Australia) or +61 1300 853 816 (from outside Australia) between 8:30am and 5:30pm (AEDT) Monday to Friday.

If you are in any doubt, or if you require information regarding possible taxation implications from participating in the facility, please consult your legal, financial or taxation adviser.

Yours sincerely

Company Secretary

RETENTION SLIP

If you wish to retain your Shareholding in Enero you must detach this retention slip and return it to Enero’s Registry, so that it is received no later than 5:00pm (AEDT), on 26 February 2016.

The slip can be returned using any of the methods set out on the reverse of this slip.

SRN/HIN:

X99999999999



DO NOT SELL MY SHARES

EGG RSS001

MORE INFORMATION ON THE FACILITY

1. When will my Shares be sold?

It is intended that any Shares sold under the facility will be sold as soon as practicable after 26 February 2016.

2. What is an unmarketable parcel of Shares?

A parcel of Shares valued at less than A$500.

3. What price will I receive for Shares sold under the facility?

The price that you receive for your Shares under the facility will be the volume weighted average price of all Enero Shares sold in the ordinary course of trading on the Australian Securities Exchange on the day (or over the days) of sale. This price will depend on a number of factors, including market conditions at the time, and you will not have control over the time at which your Shares are sold. The price you receive may be different from the price appearing in the newspaper or quoted by ASX on any day, and may not be the best price on the day that your Shares are sold.

4. What is the price of Enero Shares?

The last sale price of Enero Shares on 8 January 2016 was A$0.78. The Share price changes frequently and more recent prices are available in newspapers and from the ASX website (www.asx.com. au) under the ASX code “EGG”.

6. If I buy more Shares, will I retain my holding?

Yes, we will treat any movement in your Shareholding as an indication that you do not want your Shares to be sold under the facility. For a purchase to be an effective notification that you wish to retain your Shares, any additional Shares must be registered by 5:00pm (AEDT), on 26 February 2016 under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.

7. Where can I get further information?

If you require further information, please contact the Enero Group Limited Information Line on 1300 853 816 (within Australia) or +61 1300 853 816 (from outside Australia) between 8:30am and 5:30pm (AEDT) Monday to Friday.

8. Important notes

Enero reserves the right to change any of the dates referred to in this letter by notice to the ASX.

This letter does not constitute advice nor a recommendation to buy, sell or hold Shares nor that the facility is the best way to sell Enero Shares.

If you are in any doubt about what to do, you should consult your legal, financial or taxation adviser.

5. When will the proceeds from the sale of Shares be sent to me?

Payment will be sent to you within 10 business days after the last sale under the facility. Payment will be made in Australian dollars by direct credit to your nominated account or by cheque if you do not have a direct credit authority recorded on the Share register. Link Market Services Limited will notify you, by way of a transaction confirmation statement, of the number of your Shares sold and the price and total sale proceeds you have received. The transaction confirmation statement (and cheque if applicable) will be sent by post, at your risk, to your address as shown on the register.

RETENTION SLIP

Mailing Address or Hand Delivery Enero Group Limited Enero Group Limited C/- Link Market Services Limited C/- Link Market Services Limited Locked Bag A14 1A Homebush Bay Drive SYDNEY SOUTH NSW 1235 RHODES NSW 2138 (Do not use this address for mailing purposes)

This form must be received by Enero’s Registry no later than 5:00pm (AEDT), on 26 February 2016, or your Shares will be sold.