GWR GROUP LIMITED — Director's Dealing 2020

Dec 21, 2020

22 December 2020

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ASX Announcement

Change in Directors’ Interests

GWR Group Ltd (ASX:GWR) (“GWR” or the “Company”) advises changes to Directors’ Interests as disclosed in the attached Appendix 3Ys.

The Company also advises that the previous Appendix 3Y announced on 15 December 2020 for Mr Gary Lyons contained a computational error in the closing balance for the number of Ordinary Shares. The attached Appendix 3Y for Mr Lyons incorporates a corrected opening balance.

This announcement has been authorised for issue by Mr Mark Pitts, Company Secretary, GWR Group Ltd.

ENDS

Mark Pitts

Company Secretary

GWR Group Ltd 97 Outram Street PO Box 517 T +61 8 9322 6666 E admin@gwrgroup.com.au ABN 54 102 622 051 West Perth WA 6005 West Perth WA 6872 F +61 8 9322 2370 W www.gwrgroup.com.au

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	15 December 2020

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.	Lyons Super Fund (Mr Lyons is a beneficiary)
**Date of change **	15 December 2020
No. of securities held prior to changes	3,075,752 Ordinary shares 4,000,000 unlisted options: a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020, b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020, a) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary Shares Unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. Unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. Unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Number acquired	4,000,000 Ordinary Shares
Number disposed	a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	a) $0.04 each b) $0.05 each c) $0.06 each
No. of securities held after change	7,075,752 Ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Exercise of unlisted options

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 interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

art 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?	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

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	Tien SengLaw(surname underlined)
Date of last notice	15 December 2020

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 (shares) and direct (options)
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Wynnes Investment Holding Limited (“Wynnes”) Tan Sri Dato Tien Seng Law holds more than 20% of the voting power of the issued and paid-up share capital of Wynnes Investment Holding Limited. Saw Geok Ngor, the wife of Law Tien Seng, holds more than 20% of the voting power of the issued and paid up share capital of Wynnes Investment Holding Limited. Pursuant to Section 608(3) of the Corporation Act 2001, Tan Sri Dato Tien Seng Law has a relevant interest in securities held by Wynnes Investment Holding Limited. HSBC Custody Nominees (Australia) Limited (“HSBC”) Tan Sri Dato Tien Seng Law holds a beneficial interest in a number of securities held in the name of HSBC Custody Nominees (Australia) Limited
**Date of change **		15 December 2020

• 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 prior to changes		Direct 4,000,000 unlisted options: a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020, b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020, c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020. Indirect–Wynnes 2,570,687 Ordinary shares Indirect–HSBC 26,861,392 Ordinary shares
Class		Ordinary Shares Unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. Unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. Unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Number acquired		4,000,000 Ordinary Shares
Number disposed		a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		a) $0.04 each b) $0.05 each c) $0.06 each
No. of securities held after change		Direct 4,000,000 Ordinary shares Indirect–Wynnes 2,570,687 Ordinary shares Indirect–HSBC 26,861,392 Ordinary shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change Exercise of unlisted options Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

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 interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

art 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?	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

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	Datuk Chin AnLau(surname underlined)
Date of last notice	15 December 2020

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 (shares) and direct (shares/options)	Indirect (shares) and direct (shares/options)
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		The registered holder of the shares is Ms Nyok Yen Woon,who is the wife of Datuk Chin AnLau. Pursuant to Section 608(3) of the Corporation Act 2001, Datuk Chin AnLauhas a relevant interest in securities held by Ms Nyok YenWoon.
**Date of change **		22 December 2020

• 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 prior to changes		Direct: 2,570,687 Ordinary shares 4,000,000 unlisted options: a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020, b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020, c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020. Indirect-Ms Nyok Yen Woon: 195,000 Ordinary Shares
Class		Ordinary Shares Unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. Unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. Unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Number acquired		4,000,000 Ordinary Shares
Number disposed		a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		a) $0.04 each b) $0.05 each c) $0.06 each
No. of securities held after change		Direct: 6,570,687 Ordinary shares Indirect-Ms Nyok Yen Woon: 195,000 Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change Exercise of unlisted options Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

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 interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

art 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?	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

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	Kong LengLee(Jimmy) (surname underlined)
Date of last notice	15 December 2020

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.	N/A
Date of change	a) 15 December 2020 b) 22 December 2020
No. of securities held prior to changes	2,570,687 Ordinary shares 4,000,000 unlisted options: a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020, b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020, c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary Shares Unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. Unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. Unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Number acquired	4,000,000 Ordinary Shares
Number disposed	1,883,553 Ordinary Shares 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	a) Option exercise I. $0.04 each II. $0.05 each III. $0.06 each b) $571,136.67 (sale of shares)
No. of securities held after change	4,687,134 Ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	a) Exercise of unlisted options b) Sale of shares on market partially to fund the optionexercise

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

art 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?	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

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	Michael Wilson
Date of last notice	15 December 2020

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.	-
**Date of change **	22 December 2020
No. of securities held prior to changes	1,607,795 Ordinary shares 4,000,000 unlisted options: a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020, b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020, c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary Shares Unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. Unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. Unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Number acquired	4,000,000 Ordinary Shares
Number disposed	a) 800,000 unlisted options vested on grant, exercisable at $0.04, expiring 23 December 2020. b) 800,000 unlisted options, vested on 23 December 2017, exercisable at $0.05, expiring 23 December 2020. c) 2,400,000 unlisted options, vesting 23 December 2018, exercisable at $0.06, expiring 23 December 2020.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	a) $0.04 each b) $0.05 each c) $0.06 each
No. of securities held after change	5,607,795 Ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Exercise of unlisted options

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 interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

art 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?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011