FLUENCE CORPORATION LIMITED — Director's Dealing 2020

Feb 18, 2020

==> picture [144 x 57] intentionally omitted <==

19 February 2020

Kate Kidson Senior Advisor, ASX Listings Compliance (Melbourne) Level 4 North Tower, Rialto 525 Collins Street Melbourne VIC 3000

Dear Kate

We attach four ASX Appendix 3Y’s for lodgement with ASX, together with the following explanations why the forms are late in being lodged.

1 Why the ASX Appendix 3Y’s are being lodged late

The Appendices attached are late in being lodged due to an administrative oversight by the Company at the time the changes in Director options took place. Upon discovery of the oversight, the Appendices have been prepared, reviewed and lodged as an attachment to this letter.

We note that the market has already been informed of the terms of Director options in the respective Notices of Shareholder Meetings and through ASX Appendix 3B’s lodged at the time of issuances. Further, the issue of Director options and the terms attaching thereto were approved by shareholders prior to any issuance. However, the Company is aware of its obligations under the ASX Listing Rules and is committed to ensuring compliance with them, including Listing Rules 3.19A and 3.19B.

2 Fluence arrangements 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

The Company and its Directors are aware of their responsibilities under the Listing Rules, including Listing Rules 3.19A and 3.19B. Compliance with the Listing Rules is included in appointment letters for each Director, where, amongst other matters, Director agree to provide the relevant information to the Company so that it can meet its disclosure obligations under Listing Rule 3.19A. The Company also maintains a Share Trading Policy, as well as a Communication and Disclosure Policy. “Continuous Disclosure” is a standing item for discussion on each Board agenda. Directors promptly inform the Company Secretary of securities trading information as soon as possible and within the required timelines. The Company Secretary coordinates disclosures on behalf of Directors and advises of changes in Director options.

3 Additional steps being implemented to warrant compliance with Listing Rule 3.19B

The Company considers its current practices to be adequate and ordinarily effective to ensure compliance with Listing Rules 3.19A and 3.19B. Whilst the relevant ASX Appendix 3B’s were lodged with ASX to report the changes in Director options, the late lodgement of the ASX Appendix 3Y’s is an unfortunate administrative oversight on the part of the Company and does not reflect a deficiency in the normal internal procedures between the Company and its Directors.

However, in light of these occurrences, the statutory compliance function is being supplemented with a standing monthly telephone call involving the Company Secretary, Chief Legal Officer and

external legal counsel. This working group will also refresh the executive team, and Directors, on key statutory disclosure requirements to ensure that this administrative oversight does not reoccur.

Yours faithfully

==> picture [99 x 46] intentionally omitted <==

Ross Kennedy Company Secretary

USA

Fluence Corporation Limited

AUSTRALIA

Level 3, 62 Lygon Street Carlton, Victoria 3053 Phone: + 61 (0)3 9824 5254 Facsimile: + 61 (0)3 9822 7735

10 Bank Street, Suite 830 White Plains, NY, 10606 Phone: +1-212-572-5700 Facsimile: +1-212-572-5704

ABN: 52 127 734 196 www.fluencecorp.com

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 Fluence Corporation Limited ABN 52 127 734 196

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	Paul Donnelly
Date of last notice	11 March 2019

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 the relevant interest.	Relevant interest in the registered holder “Tres Petitbijou Pty Ltd atf Petitbijou Superannuation Fund> as a director of the trustee and beneficiary of the fund.
Date of change	30 May 2019
No. of securities held prior to change	500,000 Fully Paid Ordinary Shares
Class	Fully Paid Ordinary Shares
Number acquired	500,000 Unlisted Director Options, comprising 250,000 Unlisted Director Options exercisable at A$0.60 each, and 250,000 Unlisted Director Options exercisable at A$0.80 each; all vesting on 30 May 2021 and expiring on 30 May 2023
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	500,000 Fully Paid Ordinary Shares 500,000 Unlisted Director Options comprising 250,000 Unlisted Director Options exercisable at A$0.60 each, and 250,000 Unlisted Director Options exercisable at A$0.80 each; all vesting on 30 May 2021 and expiring on 30 May 2023
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	The issue of Unlisted Director Options followed approval by shareholders at the 2019 AGM held on 22 May 2019.

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the Not applicable trade to proceed during this period?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

If prior written clearance was provided, on what date was this provided?

Not applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

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 Fluence Corporation Limited ABN 52 127 734 196

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	Henry Charrabé
Date of last notice	27 March 2019

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	Direct Interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	30 May 2019
No. of securities held prior to change	10,391,855 Unlisted Director Options
Class	Unlisted Director Options with an exercise price of A$0.93 per option, expiring on 25 May 2025
Number acquired	3,360,000 Unlisted Director Options with an exercise price of A$0.39 per option, expiring on 14 July 2025
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil Consideration

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	13,751,855 Unlisted Director Options comprising: 10,391,855 Unlisted Director Options with an exercise price of A$0.93 per option, expiring on 25 May 2025; and 3,360,000 Unlisted Director Options with an exercise price of A$0.39 per option, expiring on 14 July 2025
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	The issue of Unlisted Director Options followed approval by shareholders at the 2019 AGM held on 22 May 2019.

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

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 Fluence Corporation Limited ABN 52 127 734 196

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	Ross Haghighat
Date of last notice	17 December 2018

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	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	18 December 2019
No. of securities held prior to change	500,000 fully paid ordinary shares 1,900,000 Unlisted Director Options
Class	a) Fully paid ordinary shares; b) Unlisted Director Options exercisable at A$0.40 each, expiring 18 December 2019; c) Unlisted Director Options exercisable at A$1.20 each, expiring 13 July 2021; d) Unlisted Director Options exercisable at A$1.50 each, expiring 13 July 2021
Number acquired	Nil
Number disposed	500,000 Unlisted Director Options exercisable at A$0.40 each

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	a) 500,000 Fully paid ordinary shares; b) 700,000 Unlisted Director Options exercisable at A$1.20 each, expiring 13 July 2021; c) 700,000 Unlisted Director Options exercisable at A$1.50 each, expiring 13 July 2021.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Expiry of 500,000 Unlisted Director Options exercisable at A$0.40 each.

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

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 Fluence Corporation Limited ABN 52 127 734 196

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	Peter Marks
Date of last notice	17 February 2018

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		Direct and indirect interest	Direct and indirect interest	Direct and indirect interest	Direct and indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Director related entity “Lampam Pty Ltd”
Date of change		18 December 2019
No. of securities held prior to change			Shares	Options
		Direct	500,000	1,900,000
		Indirect	2,254,403	0
Class		a) Fully paid ordinary shares; b) Unlisted Director Options exercisable at A$0.40 each, expiring 18 December 2019; c) Unlisted Director Options exercisable at A$1.20 each, expiring 13 July 2021; d) Unlisted Director Options exercisable at A$1.50 each, expiring 13 July 2021
Number acquired		Nil

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed	500,000 Unlisted Director Options exercisable at A$0.40 each
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	a) 500,000 Fully paid ordinary shares, held directly; b) 2,254,403 Fully paid ordinary shares, held indirectly; c) 700,000 Unlisted Director Options exercisable at A$1.20 each, expiring 13 July 2021; d) 700,000 Unlisted Director Options exercisable at A$1.50 each, expiring 13 July 2021.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Expiry of 500,000 Unlisted Director Options exercisable at A$0.40 each.

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

• 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 or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3