STRUCTURAL MONITORING SYSTEMS PLC — Director's Dealing 2021

Feb 11, 2021

Appendix 3Y

Change of Director's Interest Notice

revRule 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 30/9/2001.

Name of entity	Structural Monitoring Systems plc
ARBN	106 307 322

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 Robert Michael Reveley
Date of last notice	23 October 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	Direct & Indirect
Nature of indirect interest (including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.	The securities are held by BNP Paribas Nominees Pty Ltd as nominee, and beneficially owned by Mr Robert Michael Reveley.
Date of change	12 February 2021
No. of securities held prior to change	2,471,444 CDI's (SMN)
214,904 Performance Rights
Class	Performance Rights
Number acquired	178,025
Number disposed	Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation	Shareholders approved the issue of 178,025 Performance Rights in lieu of accrued fees at the AGM which were issued at no cost pursuant to the Employee Incentive Plan and are fully convertible at any time into SMN ordinary shares on a 1:1 conversion basis.

By issuing Performance Rights in lieu of paying cash, the Company is able to preserve its cash reserves. |

• See chapter 19 for defined terms.

11/3/2002

Appendix 3Y Page 1

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Appendix 3Y

Change of Director’s Interest Notice

| No. of securities held after change | 2,471,444 CDI’s (SMN)
214,904 Performance Rights |
| --- | --- |
| Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | As per Resolutions approved by shareholders at the Annual General Meeting held 21 January 2021 |

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
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

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?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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Appendix 3Y
Change of Director's Interest Notice
revRule 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 30/9/2001.

Name of entity	Structural Monitoring Systems plc
ARBN	106 307 322

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 Stephen Forman
Date of last notice	18 December 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	Direct
Nature of indirect interest (including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	12 February 2021
No. of securities held prior to change	1,739,978 CDI's (SMN)
150,000 Performance Rights
Class	Performance Rights
Number acquired	103,954
Number disposed	Nil

• See chapter 19 for defined terms.
  11/3/2002
  Appendix 3Y Page 1

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Appendix 3Y

Change of Director’s Interest Notice

| Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation | Shareholders approved the issue of 103,954 Performance Rights in lieu of accrued fees at the AGM which were issued at no cost pursuant to the Employee Incentive Plan and are fully convertible at any time into SMN ordinary shares on a 1:1 conversion basis.

By issuing Performance Rights in lieu of paying cash, the Company is able to preserve its cash reserves. |
| --- | --- |
| No. of securities held after change | 1,739,978 CDI’s (SMN)
253,954 Performance Rights |
| Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | As per Resolutions approved by shareholders at the Annual General Meeting held 21 January 2021 |

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
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

Part 3 – +Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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Appendix 3Y
Change of Director’s Interest Notice

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?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.
  11/3/2002
  Appendix 3Y Page 3

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Appendix 3Y
Change of Director's Interest Notice
revRule 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 30/9/2001.

Name of entity	Structural Monitoring Systems plc
ARBN	106 307 322

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 Sam Michael Wright
Date of last notice	14 October 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
Nature of indirect interest (including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.	The securities are held by Straight Lines Consultancy Pty Ltd as trustee for the Straight Lines Trust. Mr Wright is a Director of Straight Lines Consultancy Pty Ltd and a Beneficiary of the Straight Lines Trust.
Date of change	12 February 2021
No. of securities held prior to change	1,620,000 CDIs (SMN)
Class	Performance Rights
Number acquired	155,813
Number disposed	Nil

• See chapter 19 for defined terms.
  11/3/2002
  Appendix 3Y Page 1

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Appendix 3Y

Change of Director’s Interest Notice

| Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation | Shareholders approved the issue of 155,813 Performance Rights in lieu of accrued fees at the AGM which were issued at no cost pursuant to the Employee Incentive Plan and are fully convertible at any time into SMN ordinary shares on a 1:1 conversion basis.

By issuing Performance Rights in lieu of paying cash, the Company is able to preserve its cash reserves. |
| --- | --- |
| No. of securities held after change | 1,620,000 CDI’s (SMN)
155,813 Performance Rights |
| Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | As per Resolutions approved by shareholders at the Annual General Meeting held 21 January 2021 |

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
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

Part 3 – +Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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Appendix 3Y
Change of Director’s Interest Notice

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?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.
  11/3/2002
  Appendix 3Y Page 3

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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 30/9/2001.

Name of entity	Structural Monitoring Systems plc
ARBN	106 307 322

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 William Rouse
Date of last notice	31 July 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	Direct
Nature of indirect interest (including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	12 February 2021
No. of securities held prior to change	441,176 CDIs
Class	Chess Depositary Interests (SMN)
Performance Rights
Number acquired	450,000 CDIs
264,840 PRs
Number disposed	Nil

• See chapter 19 for defined terms.
  11/3/2002
  Appendix 3Y Page 1

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Appendix 3Y

Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Shareholders approved the issue of 264,840 Performance Rights in lieu of accrued fees at the AGM which were issued at no cost pursuant to the Employee Incentive Plan and are fully convertible at any time into SMN ordinary shares on a 1:1 conversion basis. By issuing Performance Rights in lieu of paying cash, the Company is able to preserve its cash reserves. Shareholders further approved the issue of 450,000 CDIs to be issued to Mr Rouse as follows: 150,000 CDIs at 29 cents 300,000 CDIs at 32 cents
No. of securities held after change	891,176 CDI’s 264,840 PRs
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	As per Resolutions approved by shareholders at the Annual General Meeting held 21 January 2021

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
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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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Appendix 3Y
Change of Director’s Interest Notice

Interest after change

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?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.
  11/3/2002
  Appendix 3Y Page 3