Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Photon Group Limited (Photon)

ABN

97 091 524 515

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

	⁺ Class of ⁺ securities issued or to be Options over unissued shares pursuant to
issued	Photon's Employee Share Option Scheme
	(Options)

Number of $\pm$ securities issued or to 465,000 Options cancelled be issued (if known) or maximum
number which may be issued	666.667 Options expired

666,667 Options expired

⁺ See chapter 19 for defined terms.

3	Principal terms of the ⁺ securities (eg, if options, exercise price and expiry date; if partly paid ⁺ securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	666,667 Options with an exercise price of \$2.52 expired in May 2010 20,000 Options with an expiry date of August 2011 and an exercise price of \$4.56 215,000 Options with an expiry date of October 2012 and an exercise price of \$5.59 93,000 Options with an expiry date of September 2013 and an exercise price of \$2.58 35,000 Options with an expiry date of October 2013 and an exercise price of \$1.85 50,000 Options with an expiry date of November 2013 and an exercise price of \$1.65 52,500 Options with an expiry date of October 2014 and an exercise price of \$1.85
4	Do the ⁺ securities rank equally in all respects from the date of allotment with an existing ⁺ class of quoted +securities?	NA
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Cancellation of options under Photon's ESOS due to employment condition no longer being met

Dates of entering $+$ securities into
uncertificated holdings or despatch $\overline{7}$ of certificates

23 August 2010

$\boldsymbol{8}$ Number and ⁺class of all +securities quoted on ASX (including the securities in clause 2
if applicable)

Number	⁺ Class
187,440,645	Shares

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.

		Number	⁺ Class
9	Number and ⁺ class of all securities not quoted on ASX (including the securities in clause 2)* if applicable)	8,806,868	Unlisted options over Shares
10	Dividend policy (in the case of $a \mid NA$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder Is security approval required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the ⁺ securities will be offered	N/A
14	⁺ Class of ⁺ securities to which the offer relates	N/A
15	⁺ Record determine date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be sent issue new documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing of date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A

⁺ See chapter 19 for defined terms.

21	Amount of any underwriting fee or commission	N/A

22	Names of any brokers to the issue	N/A

23	Fee or commission payable to the	N/A
	broker to the issue
24	Amount of any handling fee payable	N/A
	to brokers who lodge acceptances renunciations on behalf of or *security holders
25	If the issue is contingent on	N/A
	⁺ security holders' approval, the date of the meeting
26	Date entitlement and acceptance	N/A
	form and prospectus or Product
	Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and	N/A
	the terms entitle option holders to
	participate on exercise, the date on which notices will be sent to option
	holders
28	Date rights trading will begin $(ii)$ applicable)	N/A

29	Date rights trading will end (if applicable)	N/A


30	How do ⁺ security holders sell their entitlements in full through a	N/A
	broker?
31	How do ⁺ security holders sell part	N/A
	of their entitlements through a broker and accept for the balance?
32	How do ⁺ security holders dispose of	N/A
	their entitlements (except by sale through a broker)?
33	⁺ Despatch date	N/A

÷ Ť

$+$ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the 'securities are 'equity securities, the names of the 20 largest holders of the additional ⁺ securities, and the number and percentage of additional ⁺ securities held by those holders
-36	If the ⁺ securities are ⁺ equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5.001 - 10.000$ $10,001 - 100,000$ 100,001 and over
-37	A copy of any trust deed for the additional ⁺ securities

Entities that have ticked box 34(b)

38	Number of securities for which $N/A$ ⁺ quotation is sought
39	Class of $\pm$ securities for which $N/A$ quotation is sought

⁺ See chapter 19 for defined terms.

40 Do the ⁺securities rank equally in all $N/A$ respects from the date of allotment with an existing ⁺class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do $\bullet$ . the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment $\bullet$ the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation $N/A$ now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	⁺ Class
N/A	N/A

⁺ See chapter 19 for defined terms.

Quotation agreement

$\mathbf{1}$ +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
$\overline{2}$ We warrant the following to ASX.
The issue of the *securities to be quoted complies with the law and is not $\bullet$ for an illegal purpose.
There is no reason why those *securities should not be granted *quotation.
An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

23 August 2010

Print name:

Date:

Eleni North, Company Secretary

$=$ $=$ $=$ $=$ $=$ $=$

⁺ See chapter 19 for defined terms.

AI assistant

ENERO GROUP LIMITED Share Issue/Capital Change 2010

64827_rns_2010-08-22_a817d224-e86e-427e-b9c5-29bce80474e7.pdf

Appendix 3B