ENERO GROUP LIMITED — Major Shareholding Notification 2009

Aug 9, 2009

Corporations Act 2001 Section 671B

Form 604

Notice of change of interests of substantial holder

To Company Name/Scheme Dark Blue Sea Limited (DBS) ACN/ARSN 091 509 796

1. Details of substantial holder (1)

Name Photon Group Limited and its related bodies corporate ( Photon ) ACN/ARSN (if applicable) 091 524 515

There was a change in the interests of the substantial holder on 6 August 2009 The previous notice was given to the company on 17 February 2009 The previous notice was dated 17 February 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)
Ordinary shares	22,137,286	28.20%	23,941,988	30.55%

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 ofchange	Person whoserelevantinterestchanged	Nature ofchange (6)	Considerationgiven in relation tochange (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
1/07/09	Photon	On marketacquisition	14 cents pershare	36,227 ordinaryshares	36,227
3/07/09	Photon	On marketacquisition	15 cents pershare	73,550 ordinaryshares	73,550
6/07/09	Photon	On marketacquisition	15 cents pershare	51,000 ordinaryshares	51,000
23/07/09	Photon	On marketacquisition	16 cents pershare	5,714 ordinaryshares	5,714
24/07/09	Photon	On marketacquisition	18 cents pershare	66,447 ordinaryshares	66,447
27/07/09	Photon	On marketacquisition	20 cents pershare	100,000ordinary shares	100,000
28/07/09	Photon	On marketacquisition	20 cents pershare	5,000 ordinaryshares	5,000
4/08/09	Photon	On marketacquisition	24 cents pershare	94,550 ordinaryshares	94,550

5/08/09		On market	25 cents per	1,227,214
	Photon	acquisition	share	ordinary shares	1,227,214
6/08/09	Photon	On marketacquisition	25 cents pershare	95,000 ordinaryshares	95,000

4. Present relevant interests

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

Holder of	Registered	Person entitled	Nature of	Class and	Person’s votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
Photon	Photon Group	N/A	Pursuant to	23,941,988	23,941,988
	Limited		s608(1) of	ordinary
			the	shares
			Corporations
			Act –
			registered
			holder

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 holder in relation to voting interests in the company or scheme are as follows:

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

6. Addresses

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

Name	Address
Photon	Level 9, 155 George Street, Sydney, NSW, 2000

Signature

print name Eleni North capacity Company Secretary

sign here

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7 August 2009

DIRECTIONS

• (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 contract, scheme or arrangement; and

  • (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 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 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 (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.