ENERO GROUP LIMITED — Major Shareholding Notification 2009

Sep 22, 2009

page 1/2 15 July 2001

604

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Photon Group Limited

ACN/ARSN 091 524 515

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

Matthew Bailey and each of the persons listed in Attachment A ( Bailey Family )

There was a change in the interests of the substantial holder on 18 September 2009 The previous notice was given to the company on 24 August 2009 The previous notice was dated 24 August 2009

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)*	Person’s votes	Voting power (5)**
Ordinaryshares	5,928,035	5.05%	11,881,670	6.75%
* Based on issued share capital of 117,279,683 shares.

** Based on issued share capital of 175,919,525 shares.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
18/09/2009	Franma PtyLimited	Rights Issue	$1.50per share	2,989,617 ordinary	2,989,617
18/09/2009	Matthew William Bailey	Rights Issue	$1.50 per share	135,000 ordinary	135,000
18/09/2009	IHAVEADREAM Pty Limited	Rights Issue	$1.50 per share	423,450 ordinary	423,450
18/09/2009	Matthew Bailey and Frances Bailey	Rights Issue	$1.50 per share	1,307,411 ordinary	1,307,411
18/09/2009	Stewart Bailey and Frances Bailey	Rights Issue	$1.50 per share	874,111 ordinary	874,111
18/09/2009	Stewart Bailey Super PtyLimited	Rights Issue	$1.50 per share	224,045 ordinary	224,045

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Matthew William Bailey	Matthew Bailey	n/a	Relevant interest under section 608(1) of the_Corporations_ Act 2001(Cth) (the Act)	135,000 Ordinary shares	135,000
IHAVEADREAM Pty Limited	Majo Superannuation Fund	n/a	Relevant interest under section 608(1) of the Act	1,085,350 Ordinary shares	1,085,350

SUBSTANTIAL SHAREHOLDER NOTICE_BAILEY_18 SEPTEMBER 2009

Matthew Bailey and Frances Bailey	Matthew Bailey Testamentary Trust	n/a	Relevant interest under section 608(1) oftheAct	2,335,236 Ordinary shares	2,335,235
Stewart Bailey and Frances Bailey	Stewart Bailey Testamentary Trust	n/a	Relevant interest under section 608(1) of the Act	874,111 Ordinary shares	874,111
Stewart Bailey Super Pty Limited	Stewart Bailey Super Fund	n/a	Relevant interest under section 608(1) of the Act	378,135 Ordinary shares	378,135
Franma Pty Limited	Frangipani Super Fund	n/a	Relevant interest under section 608(1) of the Act	7,073,839 Ordinary shares	7,073,839

SUBSTANTIAL SHAREHOLDER NOTICE_BAILEY_18 SEPTEMBER 2009

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial h ld i relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Franma PtyLimited	PO Box 2154, Wattletree Road, PO Vic, 3145
Matthew William Bailey	PO Box 2154, Wattletree Road, PO Vic, 3145
Matthew Bailey and Frances Bailey ATF Matthew Bailey Testamentary Trust	PO Box 2154, Wattletree Road, PO Vic, 3145
IHAVEADREAM Pty Limited	c/- Strategic Financial Management PO Box 2154, Wattletree Road, PO Vic, 3145
Stewart Bailey Super Pty Limited	c/- Strategic Financial Management PO Box 2154, Wattletree Road, PO Vic, 3145
Stewart Bailey & Frances Bailey ATF Stewart BaileyTestamentaryTrust	PO Box 2154, Wattletree Road, PO Vic, 3145

Signature

print name Matthew Bailey capacity Director
sign here date 23/9/09
DIRECTIONS
ber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
stee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons
milar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the
sses of members is clearly set out in paragraph 6 of the form.

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• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal t t h t d of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

SUBSTANTIAL SHAREHOLDER NOTICE_BAILEY_18 SEPTEMBER 2009

Attachment A

This is annexure A of 1 page referred to in Form 604.

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____ Matthew Bailey 25 September 2009

Item 1 – Details of Substantial Holder

Franma Pty Limited IHAVEADREAM Pty Limited Matthew Bailey and Frances Bailey Stewart Bailey and Frances Bailey Stewart Bailey Super Pty Limited

SUBSTANTIAL SHAREHOLDER NOTICE_BAILEY_18 SEPTEMBER 2009

604 GUIDE page 1/1 13 March 2000

GUIDE

Signature

Lodging period

Lodging Fee

Other forms to be completed

Additional information

Annexures

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

This form must be signed by either a director or a secretary of the substantial holder.

Nil

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Nil
Nil
(a) If additional space is required to complete a question, the information may be included on a separate piece
of paper annexed to the form.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment
scheme. A copy of this notice must also be given to each relevant securities exchange.
(c) The person must give a copy of this notice:
(i) within 2 business days after they become aware of the information; or
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of
the information if:
(A) a takeover bid is made for voting shares in the company or voting interests in the scheme;
and
(B) th b f th i f ti d i th bid i d
To make any annexure conform to the regulations, you must
1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2 show the corporation name and A.C.N or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when
photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
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Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

SUBSTANTIAL SHAREHOLDER NOTICE_BAILEY_18 SEPTEMBER 2009