NORWOOD SYSTEMS LIMITED — Director's Dealing 2016

Nov 23, 2016

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24 November 2016

Australian Stock Exchange Exchange Plaza 2 The Esplanade Perth WA 6000

For the attention of Frieda Orr.

Dear Frieda,

Appendix 3Y – Change of Directors Interest Notice

Please find enclosed an Appendix 3Y for Mr Michael Edwards, Non-Executive Chairman of Norwood Systems Limited (ASX: NOR) (“the Company”). The Appendix 3Y discloses the sale of a small parcel of NOR shares by Navigator Australia Limited (“Navigator”), of which Mr Edwards is a beneficiary.

Navigator completed the sale of the shares without Mr Edwards’s knowledge on Monday 14 November 2016, to maintain certain liquidity ratio’s required within the account. Mr Edwards notified the Company Secretary as soon as he was aware of the trade and the enclosed Appendix 3Y has been lodged immediately, however the Company acknowledges that the Appendix 3Y is lodged later than the required timeframe under Listing Rule 3.19A and as a result now seeks to clarify its position.

The Company and its Directors are aware of the obligation to comply with the ASX Listing Rules, in this case specifically the disclosure obligations under Listing Rule 3.19A. The Company has a Security Dealing Policy in place that provides for trading in the Company’s securities.

This policy requires Directors to notify the Company Secretary of any dealings in the Company's securities within five business days of such dealing occurring such that notification can be lodged with ASX within five business days of the date of any such dealings. Initial, ongoing and final notifications are required to be provided in accordance with the Company’s Security Dealing Policy. The Directors have been reminded of their obligations under this Policy.

The Company has taken this opportunity to review its current arrangements regarding notification of interest changes to ensure that they are adequate, and does not consider any further steps necessary to ensure compliance with Listing Rule 3.19B. In particular, Mr Edwards has installed controls within Navigator to prevent any future occurrences of share trading in the Company without his prior approval. The Company believes that each of the Directors understands their obligations to comply with the notification requirements after any dealings in the Company's securities. The Company is strongly committed to ensuring its compliance with the disclosure obligations in accordance with the Security Dealing Policy and the ASX Listing Rules.

For and on behalf of Norwood Systems Limited

Steven Wood

Company Secretary

info@norwoodsystems.com +61 8 9200 3500

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 Norwood Systems Limited

ABN 15 062 959 540

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	Mr Michael Edwards
Date of last notice	2 December 2015

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.	1. Shadwick Nominees Pty Ltd Director and Shareholder 2. Navigator Australia Limited (Beneficiary)
Date of change	14 November 2016
No. of securities held prior to change	1. 1,740,000 ordinary shares 3,000,000 unlisted options ($0.173, 27/11/2018) 2. 2,582,976 ordinary shares
Class	Ordinary shares
Number acquired	-
Number disposed	1. Nil 2. 26,147 ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration $636 Note: If consideration is non-cash, provide details and estimated valuation No. of securities held after change 1. 1,740,000 ordinary shares 3,000,000 unlisted options ($0.173, 27/11/2018) 2. 2,556,829 ordinary shares Nature of change On- market trade Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

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.

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Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
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
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change
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Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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