ENERO GROUP LIMITED — Major Shareholding Notification 2009

Aug 23, 2009

AUG. 25.2009 $16:10$ 61292518866

GROUT OF COMPANIES

RG CAPITAL #0238 P.001 /004 RG CAPITAL HOLDINGS (AUSTRALIA) PTY LIMITED A.C.N. 001-390-950

RG CAPITAL (AUSTRALIA) PTY LIMITED RG INVESTMENTS (AUSTRALIA) I'TY LIMITED RG CAPITAL THEATRICAL PRODUCTIONS FTY LIMITED RG CAPITAL MULTIMEDIA FTY LIMITED RG PROPERTIES (AUSTRALIA) PTY LIMITED

A.C.N. 001 998 894 A.C.N. 001-305-308 ACN 068 103 471 A.CN 0010 648 331 $\Lambda\text{CN},$ 0001 016 146

FACSIMILE

ATTENTION:	Company Secretary		ATTENTION: Companies Announcements Office
TO:	Photon Group Limited	TO:	Australian Securities Exchange
FAX NO:	(02) 8213 3030	FAX NO:	1300-135-638-
DATE:	$24th$ August 2009
FROM:	RG Capital Multimedia Pty. Limited
NO. OF PAGES:	4 (including this page)

Privileged/confidential information may be contained in this facsimile and is intended only for the use of the addressee. If you are not the addressee, or the person responsible for delivering it to the addressee, you may not use, copy or deliver this to anyone alse. If you receive this facsimile by mistake, please notify us immediately by telephone. Thank you,

Re: Notice of change in interests of substantial shareholder under Section 671(B)

The attached notice is for lodgement by RG Capital Multimedia Pty. Limited in respect of the decrease in its interest in Photon Group Limited from 28.55% to 25.05%. The decrease in the voting power reflected in the attached substantial shareholder notice is predominantly a result of the completion of the placement announced by Photon Group Limited on 18^th August 2009.

Yours faithfully.

Susan McIntosh Director

604 page 1/2 July 2000

Form 604 Corporations Law

671B

Notice of change of interests of substantial holder

To: Company name/Scheme	Photon Group Limited
ACN/ARSN	091524515		1.11111111111111111111111111111111111
1. Details of substantial holder(1)
Name See Annexure 'A' of 1 page
ACN (if applicable)
There was a change in the interests of the Substantial holder on		24/08/2009
The previous notice was given to the company on		02 / 03 / 2009
The previous notice was dated		02 / 03 / 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		Present notice
3 .	Person's votes _________	voting power ( 15,	Person's votes	. . 1 power (5) Votina
Ordinarv .	29 342 547	28.55%' ------- .	29,382.547	25.05%**

*Based on 102,782,853 issued shares.

** Based on 117,279,683 issued shares,

$\bar{\bf 3}$ 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 1.1111.1	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
	See Annexure 'A'
					.

$\overline{4}$ . 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	$\cdots$ Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	--------------------------------------- TALL AND REAL Person's votes
	See Annexure 'A'
	.

BO4 page 2/2 July 2000

5. Changes in association

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

	_________ . Name and ACN (if applicable)	-------------------------------------- Nature of association	.
Nil ------	_________ . ---------------------------------------	------------------------------------ --------------------------------------	.
--------------------------------------	---------------------------------------	--------------------------------------- --------------------------------------- . .	_

6. Addresses

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

--------------------------------------- Name	. . ------------ Address
RG Capital Multimedia Limited and its associates	. C/-Level 11, 131 Macquarie Street, Sydney, NSW 2000
---------------------------

Signature

print name	Susan Mointosh	capacity	Director
Sign here	-------------	date	24 / 08 / 2009 ---------------------------------------

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Law. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law.
• $(4)$ 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 contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ 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 Law,

• $(7)$ Details of the consideration must include any and all the 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 of 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 (e.g. 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.

ANNEXURE "A"

This is annexure "A" of 1 page referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 24^th August 2009.

. . . . . . . . . . . .

Signed: ........ Name: Susan Mointosh

1 - Details of substantial holders

RG Capital Multimedia Limited, RG Capital Multimedia Pty Limited (ACN 000 648 331), Irish Global Equity Limited and their associates listed below

RG Capital Holdings (Australia) Pty Limited RG Capital (Australia) Pty Limited RG Investments (Australia) Pty Limited RG Capital Holdings Ltd RG Investments Limited Mr R Grundy and Mrs J Chambers-Grundy

3. Changes in relevant interests

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change (S)	l Class and number of i securities affected	Person's votes affected
May 2009	frish Global Equity Limited	Purchase on market	55,801.57	40,000 ordinary	40,000

4. Present relevant interests:

Holder of relevant interest	Registered	Person entitled	Nature of relevant	Class and number	. Person's votes
	holder of	to be registered	interest (6)	of securities
	securities	as holder (8)
RG Capital Multimedia Pty	RG Capital Multimedia	RG Capital Multimedia	Relevant interest under	400.000	400,000
Limited	Pty Limited	Pty Limited	s608(1) of the	Ordinary
			Corporations Act
RG Capital Multimedia	RG Capital Multimedia	RG Capital Multimedia	Relevant interest under	20,749,395	20,749,395
Limited	Limited	Limited	s608(1) of the	Ordinary
			Corporations Act
Irish Global Equity Limited	Irish Global Equity	Irish Global Equity	Relevant interest under	8 233 152	8,233,152
	∟imited	Limited	s608(1) of the	Ordinary
			Corporations Act