RESOURCES & ENERGY GROUP LIMITED — Director's Dealing 2016

Jul 25, 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Resources & Energy Group Limited
ABN	12 110 005 822

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Gavin John Rezos
Date of last notice	12 May 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to therelevant interest.	Vivien Enterprises Pte Limited, an entitywhich is an associate of Mr Gavin Rezos
Date of change	20 June 2016
No. of securities held prior to change	250,000 Ordinary shares (Direct)
Class	a) Options: 12 cent strike price,exercisable on and from 31 March2017 until 31 March 2021b) Options: 12 cent strike price,exercisable on and from 31 March2017 until 31 March 2021. Vestingof options. Vesting conditions:options have requirement forongoing service until 31 March2017

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	a) 5,000,000 (Indirect)b) 2,500,000 (Indirect)
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Nil
No. of securities held after change	250,000 ordinary shares (Direct)5,000,000 options (Indirect)2,500,000 options (Indirect)
Nature of changeExample: on-market trade, off-market trade, exercise of options,issueofsecuritiesunderdividendreinvestmentplan,participation in buy-back	Issued on joining Board

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interestrelated prior to changeNote: Details are only required for a contract in relation to whichthe interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	N/A
Interest after change	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities orcontracts detailed above traded during a+closed period where prior written**clearance was required? **	No
If so, was prior written clearanceprovided to allow the trade to proceed**during this period? **	N/A
If prior written clearance was provided,on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3