NORWOOD SYSTEMS LIMITED — Director's Dealing 2017

Aug 17, 2017

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ASX ANNOUNCEMENT

18 August 2017

REVISED DIRECTOR’S INTEREST NOTICES

Norwood Systems Ltd ( Norwood or the Company ) (ASX: NOR) refers to the recent director interest notice lodged with the ASX for Mr Amit Pau by the Company dated 7 August 2017, and previous director interest notices lodged with ASX on 15 June 2015, 2 December 2015, 25 May 2017 and 31 July 2017 ( Director Interest Notices ).

Following receipt of independent advice, Mr Pau has advised the Company of an error in his Director Interest Notices with respect to references to Ariadne Capital Limited’s ( Ariadne Capital ) security holding in the Company.

The Director Interest Notices provide that Mr Pau has a relevant interest in Ariadne Capital’s security holding in the Company by virtue of Mr Pau’s role as ‘managing director’ of Ariadne Capital. Mr Pau has confirmed (and produced evidence to the Company) that he is not and never has held a board seat of Ariadne Capital. Mr Pau was appointed to the Company’s board as a nominee of Norwood Systems Pty Ltd in June 2015 as part of the Company’s acquisition of Norwood Systems Pty Ltd and re-compliance listing. Mr Pau’s appointment was separate to and independent of his employment with Ariadne Capital. Mr Pau has confirmed his role as managing director of Ariadne Capital is with respect to actively supporting Ariadne clients with their growth models (assisting entrepreneurs on their commercial model, product market fit, go-to market strategy and business development, where appropriate).

Accordingly, Mr Pau has never been in a position to control Ariadne Capital’s security holding in the Company, and references to Ariadne Capital’s interests in the Company have mistakenly been reported in the Director Interest Notices. The Company also wishes to advise that its previous Annual Reports for financial years ending 30 June 2016 and 30 June 2015 also incorrectly stated Mr Pau as having a relevant interest in the shares held by Ariadne Capital in the Company and incorrectly noted Ariadne Capital as being a related party of the Company, which is not the case.

In order to rectify this error and correctly reflect Mr Pau’s current holdings in the Company, the Company has attached to this announcement a revised Appendix 3Y (Change of Director’s Interest Notice) (which replaces the most recent Appendix 3Y lodged on 7 August 2017), and a revised Appendix 3X (Initial Director’s Interest Notice).

-ENDS-

For further information, please contact:

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

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 Amit Pau
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	Direct and Indirect
Nature of indirect interest	1. Mr Amit Pau (direct interest)
(including registered holder)	2. SHP Marketing Solutions Limited (indirect
Note: Provide details of the circumstances giving rise to the relevantinterest.	interest via spouse)
Date of change	19 May 2017
No. of securities held prior to change	Amit Pau
	1. 3,000,000 unlisted options, exercise price of
	$0.173 expiring on 27 November 2018
	SHP Marketing Solutions
	1. Nil
Class	Ordinary Shares
Number acquired	312,500
Number disposed	Nil
Value/Consideration	$0.016 per share
Note: If consideration is non-cash, provide details and estimated
valuation

• 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	Amit Pau1. 3,000,000 unlisted options, exercise price of$0.173 expiring on 27 November 2018SHP Marketing Solutions1. 312,500
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Acquired in accordance with Rights Issue offerdocument dated 5 April 2017.

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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----- Start of picture text ----- Detail of contractNature of interestName of registered holder(if issued securities)Date of changeNo. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changedInterest acquiredInterest disposedValue/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuationInterest after change----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial 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 30/9/2001.

Name of entity Norwood Systems Limited ABN 15 062 959 540

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr Amit PAU
Date of appointment	8 June 2015

Part 1 - Director’s relevant interests in securities of which the director is the registered holder 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.

Number & class of securities

Nil

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the Nil relevant interest.

Part 3 – 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	Not Applicable
Nature of interest
Name of registered holder(if issued securities)
No. and class of securities to whichinterest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002