Enero : 24 October 2017 - Issue of Employee Share Appreciation Rights

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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.

Part 1 - All issues

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

Rights to acquire ordinary shares (Shares) in Enero Group Limited (the Company) pursuant to Company's Share Appreciation Plan (Share Rights) issued.

1 +Class of +securities issued or to be issued

5,000,000 Share Rights issued.

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

5,000,000 Share Rights issued 19 October 2017:

1,666,664 Share Rights with an expiry date of 20 business days after the release to ASX of the Company's preliminary financial report for the

financial year ended 30 June 2018 (First Vesting Date).

1,666,664 Share Rights with an expiry date of 20 business days after the release to ASX of the Company's preliminary financial report for the

financial year ended 30 June 2019 (Second Vesting Date).

1,666,672 Share Rights with an expiry date of 20 business days after the release to ASX of the Company's preliminary financial report for the

financial year ended 30 June 2020 (Third Vesting Date).

Each Share Right when exercised and vested entitles the holder to receive a fraction of a Share based on the following formula:

Share entitlement (E) = A - B

A

Where:

A = Enero VWAP for the 20 trading days before the relevant Vesting Date.

B = Enero VWAP for the 20 trading days before the Date of Issue of the Share Right (being $1.04).

If A - B is less than or equal to zero, the Share Right will not vest and will immediately lapse on the applicable Vesting Date.

No payment is required for any Share Rights or any Shares acquired pursuant to any exercised and vested Share Rights.

3 Principal terms of the +securities (e.g. 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)

N/A

1. 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

   • 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

     N/A

2. Issue price or consideration

   The Share Rights are issued under Enero's Share Appreciation Plan which is an employee incentive scheme designed to provide an incentive for eligible employees of the Company and its subsidiaries (Enero Group) to make a positive contribution to the Enero Group.

3. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

N/A

6a Is the entity an +eligible entity that has obtained 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 date the security holder resolution under rule 7.1A was passed

N/A

6c Number of +securities 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

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f Number of +securities issued under an exception in rule 7.2

N/A

6g If +securities issued under rule 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.

N/A

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

N/A

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

Issued Share Rights - 19 October 2017

7 +Issue dates

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.

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

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)