GWR GROUP LIMITED — Director's Dealing 2021

Dec 28, 2021

28 December 2021

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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 four attached appendix 3Ys for Mr Gary Lyons, Tan Sri Dato Tien Seng Law, Datuk Chin An Lau and Mr Kong Leng (Jimmy) Lee.

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

ENDS

Mark Pitts Company Secretary

E admin@gwrgroup.com.au W www.gwrgroup.com.au

GWR Group Ltd 97 Outram Street ABN 54 102 622 051 West Perth WA 6005

PO Box 517 T +61 8 9322 6666 West Perth WA 6872 F +61 8 9322 2370

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	30 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 **	20 December 2021
No. of securities heldprior to changes	6,000,000 Ordinary shares
Class	Ordinary Shares
Number acquired	276,408 Ordinary Shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	In lieu of fees totalling $67,500
No. of securities held after change	6,276,408 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	Receipt of shares in lieu of outstanding director’s fees.

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.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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.

Appendix 3Y Page 2

01/01/2011

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	9 November 2021

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.		Antelle Holding Ltd (“Antelle”) Tan Sri Dato Tien Seng Law and Saw Geok Ngor, the wife of Tien Seng Law, each hold more than 20% of the voting power of the issued and paid up share capital of Antelle Holding Ltd. Wynnes Investment Holding Limited (“Wynnes”) Tan Sri Dato Tien Seng Law and Saw Geok Ngor, the wife of Tien Seng Law, each hold more than 20% of the voting power of the issued and paid up share capital of 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. Citicorp Nominees Pty Ltd Tan Sri Dato Tien Seng Law holds a beneficial interest in a number of securities held in the name of Citicorp Nominees Pty Ltd.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

**Date of change **		20 December 2021
No. of securities held prior to changes		Direct 4,000,000 Ordinary shares Indirect–Wynnes 2,570,687 Ordinary shares Indirect–HSBC 26,861,392 Ordinary shares Indirect–Citicorp 11,900,000 Ordinary shares
Class		Ordinary Shares
Number acquired		168,915 Ordinary Shares
Number disposed		Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		In lieu of fees totalling $41,250
No. of securities held after change		Direct 4,000,000 Ordinary shares Indirect–Wynnes 2,739,602 Ordinary shares Indirect–HSBC 26,861,392 Ordinary shares Indirect–Citicorp 11,900,000 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		Receipt of shares in lieu of outstanding director’s fees.

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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	22 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 **		20 December 2021
No. of securities held prior to changes		Direct: 6,570,687 Ordinary shares Indirect-Ms Nyok Yen Woon: 195,000 Ordinary Shares
Class		Ordinary Shares
Number acquired		168,915 Ordinary Shares
Number disposed		Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		In lieu of fees totalling $41,250

• 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		Direct: 6,739,602 Ordinary shares Indirect-Ms Nyok Yen Woon: 195,000 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		Receipt of shares in lieu of outstanding director’s fees.

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.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

• 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	23 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 **	20 December 2021
No. of securities held prior to changes	4,682,772 Ordinary shares
Class	Ordinary Shares
Number acquired	168,915 Ordinary Shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	In lieu of fees totalling $41,250
No. of securities held after change	4,851,687 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	Receipt of shares in lieu of outstanding director’s fees.

Part 2 – Change of director’s interests in contracts

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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.

Appendix 3Y Page 2

01/01/2011