NORWOOD SYSTEMS LIMITED — Capital/Financing Update 2021

Oct 20, 2021

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ASX ANNOUNCEMENT

21 October 2021

Expiry of Quoted Options & Proposed grant of new options [amended]

Norwood Systems Ltd (Norwood or the Company) (ASX: NOR) refers to its ASX announcement titled ‘Expiry of Quoted Options & Proposed grant of new options’ as announced earlier today. The Company wishes to provide an amendment to the announcement with reference to the cease date of quotation of NOROC as below.

• In accordance with Appendix 6A of the ASX Listing Rules official quotation of the NOROC options on ASX will cease on Monday 25 October 2021, being four business days before the Expiry date.

The entire announcement as amended above is as follows.

Norwood Systems Ltd (Norwood or the Company) (ASX: NOR) advises holders of 67,356,636 quoted options, exercisable at $0.08 each (ASX: NOROC) that these quoted options will expire at 5:00pm on Sunday, 31 October 2021. Further the Company will seek shareholder approval for holders of NOROC to subscribe for new options with an expiry date of 31 October 2022 and exercise price of $0.08 (see full details below).

Expiry of NOROC Options

The Company advises that under ASX Listing Rule 6.24 in conjunction with Appendix 6A item 5.3, the Company does not need to send expiry notices in relation to the NOROC Listed Options as they’re substantially out of the money. Accordingly, NOROC expiry notices will not be sent to NOROC option holders.

In accordance with the ASX Listing Rules, the Company is required to provide NOROC Option holders with the following information:

• The number of NOROC options to which this notice applies is 67,356,636.

• On exercise, each NOROC option entitles the holder to receive one fully paid ordinary share in the Company. If all NOROC options were exercised, 67,356,636 new fully paid ordinary shares would be issued.

• The exercise price for each NOROC option is $0.08.

• The due date for payment of the exercise price is 5:00pm (WST) on Saturday, 31 October 2021 (Expiry Date).

• If payment is not received by the Expiry Date, the NOROC options will lapse and all rights under the NOROC options will cease.

• In accordance with Appendix 6A of the ASX Listing Rules official quotation of the NOROC options on ASX will cease on Monday 25 October 2021, being four business days before the Expiry date.

• The market price of the Company’s shares on Wednesday 20 October 2021 being the close of the last trading day prior to this announcement, was [$0.017].

• The highest and lowest market price of the Company’s shares during the three months preceding the date of this notice was [$0.02 and $0.014] respectively.

• The exercise price of the NOROC options is not underwritten.

Proposed Grant of new options to holders of NOROC Options

Subject to shareholder approval at the upcoming annual general meeting, the Company intends to offer holders of NOROC Option holders (expiring on 31 October 2021, $0.08) the opportunity to subscribe for new options with an expiry date of 31 October 2022 and exercise price of $0.08. The Company has resolved to extend this offer to reflect the longer than anticipated period in which the Company has established material revenues in relation to its visual voicemail service offering.

The Company proposes to offer all persons holding NOROC Options as at 31 October 2021 the opportunity to subscribe for a new option (New Option) on a 1 for 1 basis exercisable at $0.08 on or before 31 October 2022, for a nominal amount of $0.002 per New Option subscribed. NOROC Option holders do not need to exercise their NOROC Options in order to participate in the offer. Holders who exercise their NOROC Options prior to the expiry date of the existing NOROC options will also be able to participate in the offer. The subscription amount will help the Company to cover the cost of issuing the New Options, which will require approval by shareholders at the annual general meeting and a short form prospectus to be prepared.

If the New Options are fully subscribed and subsequently exercised, the Company may experience a cash inflow of up to $5.4 million before costs prior to 31 October 2022.

The Company anticipates the Notice of Meeting for the annual general meeting will be circulated shortly. Shareholders who are also NOROA Option holders will be ineligible to vote for the resolution at the general meeting. Holders of NOROA Options who are related parties of the Company will not be able to participate in the offer without the specific approval of shareholders.

Authorised for release by the Board of Directors.

	Company:Paul Ostergaard, CEO & FounderOffice:+61 8 9200 3500**Web:**www.norwoodsystems.comTwitter:@norwoodsystems, @paulostergaard	Investor Relations:Shane Murphy, FTI ConsultingOffice:+61 8 9485 8888**email:**shane.murphy@fticonsulting.comMobile: +61 420 945 291Twitter: @ShaneWMurphy

About Norwood Systems

Norwood Systems Ltd (ASX: NOR) is revolutionizing mobile voice, messaging, data and cyber security services through its pioneering award-winning virtual mobile services platforms and associated Apps.

The Company’s breakthrough offerings deliver Over the Top (OTT) connectivity, knowledge and intelligence services. Norwood’s products and services are targeted at a broad spectrum of prospective customers from individuals through to large enterprises and government agencies.

Norwood has delivered services to more than 6 million customers since launching its platform in mid-2014, servicing people in 200+ countries & territories and 5000+ cities worldwide.

Norwood Systems listed on the ASX in June 2015 and trades with the stock ticker NOR.