GWR GROUP LIMITED — Director's Dealing 2016

Dec 22, 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 GWR Group Limited ABN 54 102 622 051

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	Gary Lyons
Date of last notice	14 October 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.

b	b	e disclosed in this part.	e disclosed in this part.
		Direct or indirect interestNature of indirect interest	Indirect
			Lyons Super Fund (B	eneficiary)
		(including registered holder)Note: Provide details of the circumstances giving rise to the relevant
		interest.Date of change
			23 December 2016
		No. of securities held prior to changesClass
			1,361,121 Ordinary shares
			(1) Ordinary shares(2) Unlisted Options
		Number acquired	(2) Unlisted Options
			(1) 1,155,940(2) 4,000,000
		Number disposedValue/Consideration	Nil
			(1) $45,000 value of accrued salary		040
		Note: If consideration is non‐cash, provide details and estimatedvaluation	(2) Nil consideration, estimated value $47,(as per notice of meeting)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	2,517,061 Ordinary shares4,000,000 unlisted options:a) 800,000 unlisted options vested on grant,exercisable at $0.04 , expiring 23 December2020,b) 800,000 unlisted options, vesting 23December 2017, exercisable at $0.05,expiring 23 December 2020,c) 2,400,000 unlisted options, vesting 23December 2018, exercisable at $0.06,expiring 23 December 2020.
Nature of changeExample: on‐market trade, off‐market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy‐back	(1) Issued in lieu of accrued Directors salary asapproved by shareholders at the AGM heldon 29 November 2016(2) Issued in accordance with the resolutionpassed by shareholders at the AGM held on29 November 2016

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 whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated 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

Were the interests in the securities or contracts detailed above No traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to N/A proceed during this period? If prior written clearance was provided, on what date was this N/A provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3