SWIFT TV LTD — Share Issue/Capital Change 2018

Nov 14, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

SWIFT NETWORKS GROUP LIMITED

ABN

54 006 222 395

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or tobe issued	2018 STI Rights2018 LTI Performance Rights
2	Number of +securities issued orto beissued(ifknown)or	2018 STI Rights – 507,307
	maximum number which may beissued	2018 LTI Performance Rights – 437,818
3	Principal terms of the +securities(eg, if options, exercise priceand expiry date; if partly paid+securities,theamount	2018 STI Rights and 2018 LTI PerformanceRights are issued under the Employee IncentivePlan (Plan) approved by shareholders on 27October 2017.
	outstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	Each Right entitles the holder to be issued onefully paid ordinary share on satisfaction of theconditions.
		Full terms and conditions of Rights are attached.

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	The Rights and will not be quoted or rank equallywith any class of quoted security. However, thefullypaidordinarysharesissueduponconversion of the Rights will be quoted and rankequally with all other ordinary shares then onissue in the Company.
5	Issue price or consideration	TheRightswereissuedfornilcashconsideration under the Plan
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The Rights are issued to a director as approvedat the Annual General Meeting held on 14November 2018 and under the Plan.
6a	Is the entity an +eligible entity	Yes
	that has obtained security holderapproval under rule 7.1A?
	If Yes, complete sections 6b –6h in relation to the +securitiesthe subject of this Appendix 3B,and comply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	14 November 2018
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Nil
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	Nil

+ See chapter 19 for defined terms.

• 6f Number of securities issued under an exception in rule 7.2 2018 STI Rights – 507,307 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. N/A 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7.1 – 18,196,935 7.1A – 12,131,290
  • 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
  • 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
121,312,903	Fully paid OrdinaryShares

2018 LTI Performance Rights – 437,818

15 November 2018

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	16,666,667	Class A PerformanceShares. Conversion toordinary shares at 1ordinary share for 1performance share.
		16,666,667	Class B PerformanceShares. Conversion toordinary shares at 1ordinary share for 1performance share.
		258,823	Deferred Options: Ex$0.00, expiry 5 Sept2022, vesting 5 Sept2019.
		739,406	Class A Perf Rights.Conversion to 1ordinary share for 1performance right.Vesting 1 July 2019.
		739,406	Class B Perf Rights.Conversion to 1ordinary share for 1performance right.Vesting 1 July 2019
		739,406	Share App Rights.Conversion to 1ordinary share for 1share appreciationright. Vesting 1 July2019.
		6,633,333	Options Ex $0.15.expiry 19 May 2021,
		1,000,000	Options Ex $0.35 expiry31 May 2021
		1,000,000	Options Ex $0.42 expiry31 May 2021
		1,764,159	2018 STI Rights.Conversion to 1ordinary share for 1right. Expiry 2 October2023
		1,066,717	2018 LTI PerformanceRights. Conversion to 1ordinary share for 1right. Vesting 1 July2020, Expiry 2 October2023.

+ See chapter 19 for defined terms.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the +securities will be offered
• 14 +Class of +securities to which the offer relates
• 15 +Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

+ See chapter 19 for defined terms.

• 25 If the issue is contingent on +security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do +security holders sell their entitlements in full through a broker?
• 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities
  • Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

onthe

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

Iv۰.
--------------

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of securities for which+quotation is sought	N/A
39	Class of +securities for whichquotation is sought	N/A
40	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	N/A
	If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow	N/A
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother security, clearly identifythat other security)

+ See chapter 19 for defined terms.

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class
N/A	N/A

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

(Company Secretary)

Sign here: Date: 15 November 2018

Print name: Stephen Hewitt-Dutton

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid ordinary112,612,903securities on issue 12 months before dateof issue or agreement to issue
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period underan exception in rule 7.2	8,700,000– Exercise of options
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval
•Number of partly paid ordinarysecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	121,312,903

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	18,196,935
7.1 that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	18,196,935
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	18,196,935
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	121,312,903
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	12,131,290
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	Nil
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	12,131,290
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	12,131,290
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

ANNEXURE

2018 STI Rights Terms and Conditions

The 2018 STI Rights ("Rights") entitle the holder to subscribe for Shares on the terms and conditions set out below.

Entitlement

Each 2018 STI Right entitles the holder of the Right to be issued one fully paid ordinary share in the Company, for no cash consideration, on these terms of issue including the performance condition(s) set out below.

No cash consideration

The Rights will be granted for no cash consideration.

Vesting Date and Expiry Date

The Rights vest immediately. Each Right will expire at 5.00pm (WST) on the date 5 years from the Grant Date of the Right (Expiry Date)

Lapse

If a Right is not exercised by the relevant expiry date, then the Rights will automatically lapse.

Exercise

Subject to satisfaction of the vesting conditions and any required approvals being received, Rights may only be exercised by notice in writing to the Company (Exercise Notice). Any Exercise Notice for a Right received by the Company will be deemed to be a notice of the exercise of that Right as at the date of receipt. No exercise price, or share issue price, is payable by the holder and the Company must issue the number of Shares, update the share register and issue and send to the holder an updated holding statement within 5 business days after receiving the notice.

Shares issued on exercise

The Share issued upon vesting will rank equally in all respects with the Company's ordinary shares and the Company will apply to the ASX for official quotation of the Shares after they are issued.

Shareholder and regulatory approvals

Notwithstanding any other provision of these terms and conditions, exercise of Rights into Shares will be subject to the Company obtaining all required (if any) Shareholder and regulatory approvals for the purpose of issuing the Shares to the holder. If exercise of the Rights would result in any person being in contravention of section 606(1) of the Corporations Act then the exercise of each Right that would cause the contravention will be deferred until such time or times that the exercise would not result in a contravention of section 606(1) of the Corporations Act. Holders must give notification to the Company in writing if they consider that the exercise of the Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Rights will not result in any person being in contravention of section 606(1) of the Corporations Act.

Participation in new issues

There are no participation rights or entitlements inherent in the Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Rights.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be issued on the exercise of an Right will be increased by the number of Shares

which the holder would have received if the holder had exercised the Right before the record date for the bonus issue.

Adjustment for rights issue

If the Company makes a rights issue of Shares pro rata to existing Shareholders there will be no adjustment to these terms and conditions.

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

Quotation

The Company will not apply for quotation of the Rights on ASX.

Transferability

Rights can only be transferred with the prior written consent of the Company, which consent may be withheld in the Company's sole discretion.

Compliance with laws

If the Corporations Act, the Listing Rules or the Constitution conflicts with these terms and conditions, or these terms and conditions do not comply with the Corporations Act, the Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms and conditions.

2018 LTI Performance Rights Terms and Conditions

The 2018 LTI Performance Rights ("Performance Rights") entitle the holder to subscribe for Shares on the terms and conditions set out below.

Entitlement

Each Performance Right entitles the holder of the Performance Right to be issued one fully paid ordinary share in the Company, for no cash consideration, on these terms of issue including the performance condition(s) set out below.

No cash consideration

The Performance Rights will be granted for no cash consideration.

Vesting

If the Board determines, in its sole discretion, that the performance conditions for a class of Performance Rights set out below have been satisfied prior to the relevant expiry date then that class of Performance Rights will vest and be exercisable into Shares on a one for one basis.

Performance Condition	Vesting and Expiry Date
Performance Rights are to be tested over theMeasurement Period using the Company's TotalShareholder Return (TSR) relative to the Small IndustrialsTotal Return Index (SITRI), with a Gate condition that theCompany's TSR must be positive.	Vesting 1 July 2020, subject tothe satisfaction of the VestingConditionsExpiry 2 October 2023
If the Company's TSR is greater than or equal to200% of the SITRI movement, then 100% of the2018 LTI Performance Rights will vest.
If the Company's TSR is greater than 100% of theSITRI movement, then the 2018 LTI PerformanceRights will vest on a pro rata straight line basis.
If the Company's TSR is less than or equal to100% of the SITRI movement, then none of the2018 LTI Performance Rights will vest.
Measurement Period3 years from 1 July 2017 to 30June 2020.

Lapse

If a performance condition is not satisfied by the relevant expiry date, then the relevant class of Performance Rights will automatically lapse.

Exercise

Subject to satisfaction of the vesting conditions and any required approvals being received, Performance Rights may only be exercised by notice in writing to the Company (Exercise Notice). Any Exercise Notice for a Performance Right received by the Company will be deemed to be a notice of the exercise of that Performance Right as at the date of receipt. No exercise price, or share issue price, is payable by the holder and the Company must issue the number of Shares, update the share register and issue and send to the holder an updated holding statement within 5 business days after receiving the notice.

Shares issued on exercise

The Share issued upon vesting will rank equally in all respects with the Company's ordinary shares and the Company will apply to the ASX for official quotation of the Shares after they are issued.

Shareholder and regulatory approvals

Notwithstanding any other provision of these terms and conditions, exercise of Performance Rights into Shares will be subject to the Company obtaining all required (if any) Shareholder and regulatory approvals for the purpose of issuing the Shares to the holder. If exercise of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not result in a contravention of section 606(1) of the Corporations Act. Holders must give notification to the Company in writing if they consider that the exercise of the Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights will not result in any person being in contravention of section 606(1) of the Corporations Act.

Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be issued on the exercise of an Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

Adjustment for rights issue

If the Company makes a rights issue of Shares pro rata to existing Shareholders there will be no adjustment to these terms and conditions.

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

Quotation

The Company will not apply for quotation of the Performance Rights on ASX.

Transferability

Performance Rights can only be transferred with the prior written consent of the Company, which consent may be withheld in the Company's sole discretion.

Compliance with laws

If the Corporations Act, the Listing Rules or the Constitution conflicts with these terms and conditions, or these terms and conditions do not comply with the Corporations Act, the Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms and conditions.