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NANOSONICS LIMITED Director's Dealing 2013

Jun 25, 2013

65405_rns_2013-06-25_fb9cc4cb-5731-495a-9a37-80da77d84d56.pdf

Director's Dealing

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25 June 2013

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Mr Elvis Onyura Senior Adviser Listings Compliance (Sydney) ASX Compliance 20 Bridge Street Sydney NSW 2000

By e-mail: [email protected]

Dear Mr Onyura,

Appendix 3Y lodged with the ASX on 6 June 2013

We refer to your letter dated 21 June 2013 regarding the above and respond to your questions as follows:

1. Please explain why the Director’s Interest Notice was lodged late.

Response: There was a delay in communicating the relevant transaction to the Company Secretary due to an administrative oversight.

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

Response: The Company has included a standing item to its Board meeting agenda to ensure that all relevant transactions by directors are identified and communicated to the Company Secretary. In addition, the director concerned has been reminded of his obligations to inform the Company of any trading in the Company’s securities in time to enable it to meet its disclosure obligations under listing rule 3.19A.

  1. 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?

Response: The Company considers that the arrangements indicated above are sufficient to ensure ongoing compliance with listing rule 3.19B.

Yours sincerely,

McGregor Grant Chief Financial Officer & Company Secretary Nanosonics Limited

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Nanosonics Limited ABN 11 095 076 896 Unit 24 566 Gardeners Road Alexandria NSW 2015 Australia Tel: +61 2 8063 1600 Fax: +61 2 9317 5010 Email: [email protected] w: www.nanosonics.com.au

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ASX Compliance ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215 www.asx.com.au

21 June 2013

Mr McGregor Grant Chief Financial Officer & Company Secretary Nanosonics Limited Unit 24 566 Gardeners Road Alexandria NSW 2015

By Email

Dear Mr Grant

Nanosonics Limited (the “Company ”)

We refer to the following;

  1. The Appendix 3Y lodged by the Company with ASX on 6 June 2013 for Mr Maurie Stang;

  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.

  4. 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). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

  5. 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.

  6. 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.

  1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y indicates that a change in the Director’s notifiable interest occurred on 20 February 2013. It appears that the Appendix 3Y should have been lodged with ASX by 27 February 2013, in relation to the changes in the Director’s notifiable interest that occurred on 20 February 2013. 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 companies 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”, we ask that you answer each of the following questions:

  1. Please explain why the Director’s Interest Notice was lodged late.

  2. What arrangements does the Company have in place 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 e-mail to [email protected]. 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 9.30 a.m. AEST on Wednesday, 26 June 2013 .

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

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Elvis Onyura Senior Adviser, Listings Compliance (Sydney)

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