ROOLIFE GROUP LTD — Director's Dealing 2020

Sep 22, 2020

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	RooLife Group Ltd
ABN	14 613 410 398

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.

We (the entity) give ASX the following the director for the purposes of section	information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act.
Name of Director	Bryan Carr
Date of last notice	10 March 2020

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 interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Bryan Edward Carr ATF Shabaz Family Trust (Mr Carr is a beneficiary of this trust)
Date of change	22 September 2020

• 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 prior to change	3,452,381 Fully Paid Ordinary Shares. 3,452,381 Tranche 1 Performance Shares 3,452,381 Tranche 2 Performance Shares Tranche 1 Performance Share Milestonewill be taken to have been satisfied upon Choose Digital Pty Ltd and RooLife Pty Ltd businesses first achieving aggregate revenue of $1.8 million in a rolling 12-month period (as confirmed by audited financial statements). Tranche 2 Performance Share Milestonewill be taken to have been satisfied upon Choose Digital Pty Ltd and RooLife Pty Ltd businesses first achieving aggregate revenue of $3 million in a rolling 12-month period (as confirmed by audited financial statements). 12,000,000 Executive Officer Options expiring 5 February 2024 with an exercise price of $0.055 subject to the following vesting conditions: - 3,600,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2021, the VWAP of the Company’s Shares is equal to or greater than $0.055 per share. - - 3,600,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2022, the VWAP of the Company’s Shares is equal to or greater than $0.08 per share. - - 4,800,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2023, the VWAP of the Company’s Shares is equal to or greater than $0.12 per share. - All Executive Officer Options also have a time-based vesting condition of 5 February 2023
Class	Fully Paid Ordinary Shares Tranche 1 and 2 Performance Shares
Number acquired	6,904,762 Fully paid ordinary shares on the conversion of the Tranche 1 and Tranche 2 Performance Shares.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil– Conversion of Performance Shares to Fully Paid Ordinary Shares
No. of securities held after change	10,357,143 Fully Paid Ordinary Shares. 12,000,000 Executive Officer Options expiring 5 February 2024 with an exercise price of $0.055 subject to the following vesting conditions: - 3,600,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2021, the VWAP of the Company’s Shares is equal to or greater than $0.055 per share. - - 3,600,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2022, the VWAP of the Company’s Shares is equal to or greater than $0.08 per share. - - 4,800,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2023, the VWAP of the Company’s Shares is equal to or greater than $0.12 per share. - All Executive Officer Options also have a time-based vesting condition of 5 February 2023.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of Performance Shares to Fully Paid Ordinary Shares

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.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
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.

Appendix 3Y Page 4

01/01/2011

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	RooLife Group Ltd
ABN	14 613 410 398

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.

We (the entity) give ASX the following the director for the purposes of section	information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act.
Name of Director	Warren Barry
Date of last notice	10 March 2020

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 interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Barry Consulting Pty Ltd ATF Barry Family Trust (Mr Barry is a beneficiary of this trust)
Date of change	22 September 2020

• 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 prior to change	7,619,047 Fully Paid Ordinary Shares escrowed for 12 months to 20 December 2019. 7,619,047 Tranche 1 Performance Shares 7,619,048 Tranche 2 Performance Shares Tranche 1 Performance Share Milestonewill be taken to have been satisfied upon Choose Digital Pty Ltd and RooLife Pty Ltd businesses first achieving aggregate revenue of $1.8 million in a rolling 12-month period (as confirmed by audited financial statements). Tranche 2 Performance Share Milestonewill be taken to have been satisfied upon Choose Digital Pty Ltd and RooLife Pty Ltd businesses first achieving aggregate revenue of $3 million in a rolling 12-month period (as confirmed by audited financial statements). 8,000,000 Executive Officer Options expiring 5 February 2024 with an exercise price of $0.055 subject to the following vesting conditions: - 2,400,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2021, the VWAP of the Company’s Shares is equal to or greater than $0.055 per share. - - 2,400,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2022, the VWAP of the Company’s Shares is equal to or greater than $0.08 per share. - - 3,200,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2023, the VWAP of the Company’s Shares is equal to or greater than $0.12 per share. - All Executive Officer Options also have a time-based vesting condition of 5 February 2023
Class	Fully Paid Ordinary Shares Tranche 1 and 2 Performance Shares
Number acquired	15,238,095 Fully paid ordinary shares on the conversion of the Tranche 1 and Tranche 2 Performance Shares.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil– Conversion of Performance Shares to Fully Paid Ordinary Shares
No. of securities held after change	22,857,142 Fully Paid Ordinary Shares escrowed for 12 months to 20 December 2019. 8,000,000 Executive Officer Options expiring 5 February 2024 with an exercise price of $0.055 subject to the following vesting conditions: - 2,400,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2021, the VWAP of the Company’s Shares is equal to or greater than $0.055 per share. - - 2,400,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2022, the VWAP of the Company’s Shares is equal to or greater than $0.08 per share. - - 3,200,000: Vesting Condition will be taken to have been met if, for any consecutive trading day period between the date of the grant of the Executive Officer Options and 5 February 2023, the VWAP of the Company’s Shares is equal to or greater than $0.12 per share. - All Executive Officer Options also have a time-based vesting condition of 5 February 2023

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of Performance Shares to Fully Paid Ordinary Shares

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.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
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.

Appendix 3Y Page 4

01/01/2011