ROOLIFE GROUP LTD — Director's Dealing 2020

Mar 9, 2020

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.

Name of Director	Bryan Carr
Date of last notice	2 April 2019

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 therelevant interest.	Bryan EdwardCarrATF Shabaz Family Trust(MrCarris a beneficiary of this trust)
Date of change	10March 2020

No. of securities held prior to change	3,452,381Fully Paid Ordinary Shares.
	3,452,381Tranche1Performance Shares
	3,452,381Tranche 2 Performance Shares
	Tranche 1 Performance Share Milestone will betaken to have been satisfied uponChoose DigitalPty Ltd andRooLife Pty Ltd businesses firstachieving aggregate revenueof $1.8 million in arolling 12-month period (as confirmed by auditedfinancial statements).
	Tranche 2 Performance Share Milestone will betaken to have been satisfied upon Choose DigitalPty Ltd and RooLife Pty Ltdbusinesses firstachieving aggregate revenue of $3 million in arolling 12-month period (as confirmed by auditedfinancial statements).
Class	Executive OfficerOptions
Number acquired	12,000,000 Executive Officer Options expiring 5 February2024 with an exercise price of $0.055 subject to thefollowing vesting conditions:
	-3,600,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2021, the VWAP ofthe Company's Shares is equal to or greater than$0.055 per share.-
	-3,600,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2022, the VWAP ofthe Company's Shares is equal to or greater than$0.08 per share.-
	-4,800,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2023, the VWAP ofthe Company's Shares is equal to or greater than$0.12 per share.
	-All Executive Officer Options also have a time-basedvesting condition of 5 February 2023

+ See chapter 19 for defined terms.

Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	N/A
No. of securities held after 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 Milestone will be takento have been satisfied upon Choose Digital Pty Ltd andRooLife Pty Ltd businesses first achieving aggregaterevenue of $1.8 million in a rolling 12-month period (asconfirmed by audited financial statements).
	Tranche 2 Performance Share Milestone will be takento have been satisfied upon Choose Digital Pty Ltd andRooLife Pty Ltdbusinesses first achieving aggregaterevenue of $3 million in a rolling 12-month period (asconfirmed by audited financial statements).
	12,000,000 Executive Officer Options expiring 5 February2024 with an exercise price of $0.055 subject to thefollowing vesting conditions:
	-3,600,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2021, the VWAP ofthe Company's Shares is equal to or greater than$0.055 per share.
	--3,600,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2022, the VWAP ofthe Company's Shares is equal to or greater than$0.08 per share.
	--4,800,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2023, the VWAP ofthe Company's Shares is equal to or greater than$0.12 per share.
	-All Executive Officer Options also have a time-basedvesting condition of 5 February 2023

+ See chapter 19 for defined terms.

Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participationin buy-back	Issue of Executive Officer Options pursuant toshareholderapproval
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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 interestrelated prior to changeNote: Details are only required for a contract in relation to whichthe interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and an estimatedvaluation	N/A
Interest after change	N/A

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above traded duringa+closed periodwhere prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed duringthis period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+ See chapter 19 for defined terms.

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.

Name of Director	Warren Barry
Date of last notice	24 December 2018

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 therelevant interest.	Barry Consulting Pty Ltd ATF Barry Family Trust(Mr Barry is a beneficiary of this trust)
Date of change	10March 2020

No. of securities held prior to change	7,619,047Fully Paid Ordinary Sharesescrowed for12 months to 20 December 2019.7,619,047Tranche1Performance Shares7,619,048Tranche 2 Performance SharesTranche 1 Performance Share Milestone will betaken to have been satisfied uponChoose DigitalPty Ltd andRooLife Pty Ltd businesses firstachieving aggregate revenue of $1.8 million in arolling 12-month period (as confirmed by auditedfinancial statements).
	Tranche 2 Performance Share Milestone will betaken to have been satisfied upon Choose DigitalPty Ltd and RooLife Pty Ltdbusinesses firstachieving aggregate revenue of $3 million in arolling 12-month period (as confirmed by auditedfinancial statements).
Class	Executive OfficerOptions
Number acquired	8,000,000 Executive Officer Options expiring 5 February2024 with an exercise price of $0.055 subject to thefollowing vesting conditions:-2,400,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2021, the VWAP ofthe Company's Shares is equal to or greater than$0.055 per share.--2,400,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2022, the VWAP ofthe Company's Shares is equal to or greater than$0.08 per share.--3,200,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2023, the VWAP ofthe Company's Shares is equal to or greater than$0.12 per share.-All Executive Officer Options also have a time-basedvesting condition of 5 February 2023

+ See chapter 19 for defined terms.

Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	N/A
No. of securities held after change	7,619,047 Fully Paid Ordinary Shares escrowed for 12months to 20 December 2019.
	7,619,047 Tranche 1 Performance Shares
	7,619,048 Tranche 2 Performance Shares
	Tranche 1 Performance Share Milestone will be takento have been satisfied upon Choose Digital Pty Ltd andRooLife Pty Ltd businesses first achieving aggregaterevenue of $1.8 million in a rolling 12-month period (asconfirmed by audited financial statements).
	Tranche 2 Performance Share Milestone will be takento have been satisfied upon Choose Digital Pty Ltd andRooLife Pty Ltdbusinesses first achieving aggregaterevenue of $3 million in a rolling 12-month period (asconfirmed by audited financial statements).
	8,000,000 Executive Officer Options expiring 5 February2024 with an exercise price of $0.055 subject to thefollowing vesting conditions:
	-2,400,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2021, the VWAP ofthe Company's Shares is equal to or greater than$0.055 per share.-
	-2,400,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2022, the VWAP ofthe Company's Shares is equal to or greater than$0.08 per share.-
	-3,200,000: Vesting Condition will be taken to havebeen met if, for any consecutive trading day periodbetween the date of the grant of the ExecutiveOfficer Options and 5 February 2023, the VWAP ofthe Company's Shares is equal to or greater than$0.12 per share.
	-All Executive Officer Options also have a time-basedvesting condition of 5 February 2023

+ See chapter 19 for defined terms.

Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participationin buy-back	Issue of Executive Officer Options pursuant toshareholderapproval

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 interestrelated prior to changeNote: Details are only required for a contract in relation to whichthe interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and an estimatedvaluation	N/A
Interest after change	N/A

Part 3 – +Closed period

Were the interests inthe securities or contracts detailed above traded duringa+closed periodwhere prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed duringthis period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+ See chapter 19 for defined terms.