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5G NETWORKS LIMITED. Director's Dealing 2017

Dec 20, 2017

64261_rns_2017-12-20_882a5378-4eea-4e64-a4a2-c9aada003c9f.pdf

Director's Dealing

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21 December 2017

Melbourne IT Ltd ACN 073 716 793

Violetta Codreanu

Senior Adviser, Listings Compliance (Sydney) ASX Compliance Pty Ltd

Level 4, 1 Smail Street Ultimo NSW 2007 3000 www.melbourneit.com.au

Dear Ms Codreanu

Melbourne IT Limited (the Company): Appendix 3Y – Change of Director’s Interest Notice

I refer to your letter of 20 December 2017 in respect of the Appendix 3Y lodged by the Company with the ASX on 19 December 2017 for Naseema Sparks and respond to your questions as follows:

  1. The Appendix 3Y was lodged late due to an inadvertent error. Prior to the recent half year dividend paid on 29 September 2017, Ms Sparks held a direct interest of 11,000 shares and an indirect interest of 6,612 shares in the Company. When assessing whether a change to Ms Spark’s notifiable interests was required, as a result of the recent half year dividend paid on 29 September 2017, unfortunately Ms Sparks direct holding of 11,000 shares was not identified by the Company as participating in the Company’s Dividend Reinvestment Plan (DRP). As a consequence, the 132 shares issued to Ms Sparks, was not notified to the ASX within the required time. The Company only became aware of this recently as part of an internal verification process.

  2. Under a signed consent to appointment, each director of the Company undertakes to disclose to the Company all information it needs to comply with the obligation to notify the ASX and the Listing Rules.

The Company has also recently undertaken a verification process to ensure that each director’s holdings corresponds with the information that has been disclosed to the market. The discrepancies identified have been corrected and the Company is now confident that it will be able to meet its ongoing disclosure obligations under listing rule 3.19A.

  1. In addition to its current processes in place, immediately prior to the issue of half year and full year dividend, the Company will carry out a further discovery process to verify director participation or change in DRP participation. The Company will also continue to review its information and processes to ensure that the arrangements in place are adequate to ensure compliance with listing rule 3.19B.

Yours faithfully

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Fraser Bearsley Company Secretary

20 December 2017

Mr Fraser Bearsley Chief Financial Officer and Company Secretary Melbourne IT Limited Level 4 1-3 Smail Street Ultimo NSW 2007

By email: [email protected]

Dear Mr Bearsley

Melbourne IT Limited (the “Company”): Appendix 3Y – Change of Director’s Interest Notice

We refer to the following;

  1. The Appendix 3Y lodged by the Company with ASX on 19 December 2017 for Naseema Sparks (the “Appendix 3Y”);

  2. Listing rule 3.19A which requires an entity to tell ASX the following:

  3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

    • On the date that the entity is admitted to the official list.

    • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

  • 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs

  • 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

20 Bridge Street www.asx.com.au Sydney NSW 2000 Customer service 13 12 79

ASX Compliance Pty Limited ABN 26 087 780 489

  1. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Appendix 3Y indicates that a change in Ms Spark’s notifiable interest occurred on 29 September 2017. It appears that the Appendix 3Y should have been lodged with ASX by 6 October 2017. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the director concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed entities for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities , under listing rule 18.7 we ask that you answer each of the following questions.

  1. Please explain why the Appendix 3Y was lodged late.

  2. What arrangements does the Company have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

  3. 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by email. It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (ie before 9.30 a.m. AEDT) on Friday, 22 December 2017.

Under listing rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

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If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

[Sent electronically without signature]

Violetta Codreanu Senior Adviser, Listings Compliance (Sydney)

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