NANOSONICS LIMITED — Director's Dealing 2019

Sep 4, 2019

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5 September 2019

Ms Lisa Banh Senior Adviser, Listings Compliance (Sydney) ASX Compliance 20 Bridge Street Sydney NSW 2000

By e-mail: lisa.banh@asx.com.au

Dear Ms Banh,

Appendix 3X – Initial Director’s Interest Notice Query

We refer to your letter dated 3 September 2019 regarding the above and respond to your questions as follows:

1. Please explain why the Appendix 3X has not been lodged.

Response: The Appendix 3X was lodged on 4 September 2019. There was a delay in lodging the Appendix 3X due to an administrative oversight.

1. What arrangements does NAN have 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?

Response: The terms and conditions of appointment of each director of Nanosonics Limited (the Company) includes a requirement that the director provides the necessary information to enable the Company to satisfy its disclosure obligations to ASX Limited. The Company has a standing item to its Board meeting agenda to ensure that all relevant transactions by directors are identified and communicated to the Company Secretary.

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, in general, sufficient to ensure ongoing compliance with listing rule 3.19B. In addition, the Company will introduce a checklist to ensure that in respect of any changes associated with a director, all disclosure obligations and other relevant actions are completed.

Yours sincerely,

McGregor Grant Chief Financial Officer & Company Secretary Nanosonics Limited

Nanosonics Limited ABN 11 095 076 896 14 Mars Road, Lane Cove NSW 2066 Australia Tel: +61 2 8063 1600 Fax: +61 2 8063 1600 Email: info@nanosonics.com.au w: www.nanosonics.com.au

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3 September 2019 Reference: 06563

Mr McGregor Grant Company Secretary Nanosonics Limited Unit 24, 566 Gardeners Road Alexandria NSW 2015

By email:

Dear Mr Grant

Nanosonics Limited (‘NAN’): Appendix 3X – Initial Director’s Interest Notice Query

ASX refers to the following:

1. NAN’s announcement lodged on the ASX Market Announcements Platform (‘MAP’) on 17 July 2019 confirming the appointment of Mr Geoff Wilson as a director of NAN effective on 17 July 2019;

2. Listing Rule 3.19A which requires an entity to tell ASX the following:

   • 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.

• 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) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 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.’

1. Listing rule 3.19B which states that:

‘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.’

As the Notice indicated that Mr Wilson was appointed on 17 July 2019, it appears that the Notice should have been lodged with ASX by 24 July 2019. As the Notice has not been lodged since the date of the appointment, it appears that NAN may have breached listing rules 3.19A and/or 3.19B.It also appears that Mr Wilson may have breached section 205G of the Corporations Act 2001 (Cth).

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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Please note that ASX is required to record details of breaches of the Listing Rules by listed entities for its reporting requirements.

ASX reminds NAN of its contract with ASX to comply with the Listing Rules. In the circumstances, NAN should make necessary arrangements to ensure it does not continue to breach the Listing Rules.

Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions 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 .

1. Please explain why the Appendix 3X has not been lodged.

2. What arrangements does NAN have 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?

3. If the current arrangements are inadequate or not being enforced, what additional steps does NAN intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

Your response should be sent to me by e-mail at ListingsComplianceSydney@asx.com.au . It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, no later than half an hour before the start of trading (i.e. before 9:30 am AEST) on 6 September 2019.

Under Listing Rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

Enquiries

If you have any queries or concerns about any of the above, please contact me immediately.

Kind regards

Lisa Banh

Senior Adviser, Listings Compliance (Sydney)

2/2 ASX Customer Service Centre 131 279 | asx.com.au