ENERO GROUP LIMITED — Major Shareholding Notification 2009

Aug 20, 2009

603 page 1/2 15 July 2001

Corporations Act 2001 Section 671B

Form 603

Notice of initial 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 )

The holder became a substantial holder on

19 August 2009

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)*
Ordinaryshares	11,907,269	11,907,269	11.58%
* Based on issued share capital of 102,840,415 ordinary shares.

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

lder are as follows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Franma Pty Limited	Relevant interest pursuant to section 608(1) of the Corporations Act 2001 (Cth) (theAct)	5,979,234 ordinary shares
Matthew William Bailey	Relevant interest pursuant to section 608(1) of the Act	270,000 ordinary shares
IHAVEADREAM Pty Limited	Relevant interest pursuant to section 608(1) of the Act	846,900 ordinary shares
Matthew Bailey and Frances Bailey	Relevant interest pursuant to section 608(1) of the Act	2,614,824 ordinary shares
Stewart Bailey and Frances Bailey	Relevant interest pursuant to section 608(1) of the Act	1,748,222 ordinary shares
Stewart Bailey Super Pty Limited	Relevant interest pursuant to section 608(1) of the Act	448,090 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Franma Pty Limited	Frangipani Superannuation Fund	N/A	5,979,234 ordinary shares
Matthew William Bailey	Matthew William Bailey	N/A	270,000 ordinaryshares
IHAVEADREAM PtyLimited	Majo Superannuation Fund	N/A	846,900 ordinaryshares
Matthew Bailey and Frances Bailey	Matthew Bailey Testamentary Trust	N/A	2,614,823 ordinary shares
Stewart Bailey and Frances Bailey	Stewart Bailey Testamentary Trust	N/A	1,748,222 ordinary shares
Stewart BaileySuper PtyLimited	Stewart BaileySuper Fund	N/A	448,090 ordinaryshares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
See Attachment A.		Cash	Non-cash

NOTICE OF INITIAL SUBSTANTIAL HOLDER_BAILEY_210809

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
BaileyFamily	Parties are associates byoperation of section 12(2)(c)of the Act.

7. 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 BaileyTestamentaryTrust	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 21/8/09
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 7 of the form.
of "associate" in section 9 of the Corporations Act 2001.
of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
s of a company constitute one class unless divided into separate classes.
of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
elevant interest in.
es divided by the total votes in the body corporate or scheme multiplied by 100.
:
ant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of
ment setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any
scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
t d fication of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal
curities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
of "relevant agreement" in section 9 of the Corporations Act 2001.
holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write
sideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired
ome entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the
of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to
even if they are not paid directly to the person from whom the relevant interest was acquired.

• (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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (7) Include details of: (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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

• (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 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.

• (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) Details of the consideration must include any and all benefits, moneys 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.

NOTICE OF INITIAL SUBSTANTIAL HOLDER_BAILEY_210809

Attachment A

This is annexure A of 1 page referred to in Form 603.

____ Matthew Bailey 21 August 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

Item 5 – Consideration

Each of the Photon shares referred to in this Form 603 were issued in consideration for the acquisition of The Bailey Group Pty Limited by Photon in or about March 2004. Further details are set out in the prospectus issued by Photon and dated 25 March 2004.

NOTICE OF INITIAL SUBSTANTIAL HOLDER_BAILEY_210809

603 GUIDE page 1/1 13 March 2000

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.

Signature

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Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil
Lodging Fee Nil
Other forms to be
Nil
completed
Additional information (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) the person becomes aware of the information during the bid period.
Annexures 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 ACN 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)
7 sign and date the annexure.
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Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

NOTICE OF INITIAL SUBSTANTIAL HOLDER_BAILEY_210809