ENERO GROUP LIMITED — Share Issue/Capital Change 2014

Aug 27, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Enero Group Limited

ABN

97 091 524 515

We (the entity) give ASX the following information.

outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for

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 issued	Rights to acquire ordinary shares (Shares) in Enero Limited (the Company) pursuant to Group Company's Share Appreciation Plan (Share Rights) cancelled.
2	Number of + securities issued or to be issued (if known) or maximum number which may be issued	2,454,686 Share Rights lapsed
$\mathbf{3}$	Principal terms of the + securities (e.g. if options, exercise price and if partly expiry date: paid + securities, the amount	104,686 Share Rights issued 18 August 2011 lapsed 2,350,000 Share Rights issued 31 October 2013 lapsed

conversion)

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted $+$ securities?	N/A
	If the additional + securities do not rank equally, please state: the date from which they do the extent which to they the participate for 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	N/A
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Share Rights lapsed as a result of vesting conditions not being satisfied.
6a	Is the entity an $\pm$ eligible entity that obtained has security holder approval under rule 7.1A? If Yes, complete sections $6b - 6h$ in relation to the $+$ securities the subject of this Appendix 3B, and comply with section 6i	N/A
6b	The 1 date the security holder resolution under rule 7.1A was passed	N/A
6c	of + securities Number issued without security holder approval under rule 7.1	N/A
6d	Number of + securities issued with security holder approval under rule 7.1A	N/A

⁺ See chapter 19 for defined terms.

• Number of ⁺securities issued with 6e security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of ⁺securities issued 6f under an exception in rule 7.2
• If ⁺securities issued under rule 6g $N/A$ 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• 6h If ⁺securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number ⁺class of all and ⁺securities quoted on ASX the ⁺securities in (including section 2 if applicable)

Number	+ Class
85,604,954	Fully paid shares	ordinary

$N/A$

$N/A$

$N/A$

$N/A$

Cancelled 28 August 2014

• See chapter 19 for defined terms.

$\overline{9}$ Number and ⁺class of al *securities not quoted on ASY $(including$ the $+$ securities in section 2 if applicable)

	Number	+ Class
	6,251	Unlisted Options over
ζ		Shares
n
	10,047,985	Unlisted Share Rights

$10\,$ Dividend policy (in the case of a $\sqrt{\frac{N}{A}}$ trust, distribution policy) on the increased capital (interests)

Part 2 - 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 new offer documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	$\frac{1}{2}$ date of for receipt acceptances or renunciations	N/A

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
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 broker to the issue	N/A
24	of any handling fee Amount to brokers who lodge payable acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if $N/A$ applicable)
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of $\vert N/A \vert$ their entitlements through a broker

and accept for the balance?

Appendix 3B Page 5

⁺ See chapter 19 for defined terms.

32	How do security holders dispose of $N/A$ their entitlements (except by sale through a broker)?
33	+ Issue date	N/A

Part 3 - Quotation of securities

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

34	(tick one)	Type of + securities
		(a) $\vert$ + Securities described in Part 1
$(b)$		All other + 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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of $\pm$ securities for which $N/A$ 38 ⁺quotation is sought
• ⁺Class of ⁺securities for which | N/A 39 quotation is sought
• 40 Do the ⁺securities rank equally in all respects from the ⁺issue date 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
• 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 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another *security, clearly identify that other ⁺security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in clause 38)

Number	+ Class
N/A

177 T

$N/A$

$N/A$

⁺ See chapter 19 for defined terms.

Ouotation 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 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document is not available now, we 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.

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

$8.42$

Sign here:

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

Print name:

Brendan York

(Company Secretary)

Date: 28 August 2014

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Add the following:
Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid *ordinary securities $\bullet$ issued in that 12 month period with shareholder approval
Number of partly paid +ordinary securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - $\bullet$ other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of ٠ securities on different dates as separate line items
Subtract the number of fully paid + ordinary securities cancelled during that 12 month period
"A"

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule $\bullet$ 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities ۰ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of ٠ securities on different dates as separate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the $\bullet$ securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued ٠ under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of ٠ securities on different dates as separate line items
"E"

$\ddot{\phantom{0}}$

$+$ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.