ENERO GROUP LIMITED — Major Shareholding Notification 2021

Mar 25, 2021

$p.1$

NAOS ASSET MANAGEMENT LIMITED ABN 23 107 624 126

Level 34, MLC Centre 19 Martin Place Sydney NSW 2000 T (02) 9002 1576 F (02) 8215 0037 E enquiries@naos.com.au E. www.naos.com.au

26 March 2021

The Manager Market Announcements Office ASX Limited By fax: 1300 135 638

Dear Sir/Madam,

Enero Group Limited ACN 091 524 515 (ASX:EGG) Notice of change of interests of substantial holder (Form 604)

In accordance with section 671B of the Corporations Act 2001 (Cth), please find attached a Form 604 in relation to shares in Enero Group Limited ACN 091 524 515 (ASX:EGG) lodged on behalf of NAOS Asset Management Limited and Related Parties.

Yours faithfully,

Sebastian Evans Director

	604	page 1/2 15 July 2001
	Form 604
	Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
To Company Name/ Scheme	Enero Group Limited (EGG)
ACN/ARSN	091 524 515
1. Details of substantial holders(1) Name	NAOS Substantial Holders referred to in Annexure A.
There was a change in the interests of the substantial holder on The previous notice was given to the company on	25 / 03 / 2021 14 / 08 / 2020
The previous notice was dated	14 / 08 / 2020

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
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	12.155.936	14.12%	11.355.304	13.10%

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
Refer to Annexure B.

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
Refer to Annexure C

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

Name of AC/ARSN (if applicable)	Nature of association

6. Addresses

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

Name	Address
NAOS Substantial Holders	c/- Level 34, MLC Centre, 19 Martin Place, Sydney NSW 2000

Signature

print name	Sebastian Evans	capacity	On behalf of the NAOS Substantial Holders
sign here	-137 CONTRACT $\sim 10^{-10}$	date	26/03/2021

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or $(1)$ 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.

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection $(a)$ 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 contact, 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.

• 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 $(7)$ 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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

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

ANNEXURE A: Details of Substantial Holder

NAOS Asset Management Limited ACN 107 624 126 (which by reference also includes Sebastian Evans as a substantial holder
in his personal capacity as he owns more than 20% of the voting shares in the company) ('NAOS') and NA

ANNEXURE B: Changes in Relevant Interests

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
25/03/2021	NAOS. NSC	On-Market transactions	On-Market transactions	800.632 Ordinary Shares	800.632

ANNEXURE C: Present Relevant Interests

Holders of relevant interests	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
NAOS, NSC	National Nominees Limited	NSC.	NAOS (as Investment Manager of NSC) has a relevant interest in these shares under sections $608(1)(b)$ & (c) of the Corporations Act as it has the power to exercise or control the exercise of the right to vote and to dispose of the shares. NSC has a relevant interest in these shares under section 608(2) of the Corporations Act as it has a beneficial interest in shares held by National Nominees Limited and has the power to control the exercise of votes and disposal of these shares upon revocation of the management agreement between NSC and NAOS as investment manager of NSC.	11.355,304 Ordinary Shares	13.10%