TALI DIGITAL LIMITED — Director's Dealing 2019

Jun 19, 2019

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20 June 2019
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By Email: ListingsComplianceMelbourne@asx.com.au & cheng.tang@asx.com.au

Ms Cheng Tang

ASX Senior Adviser, Listings Compliance (Melbourne)

Dear Ms Tang

Novita Healthcare Limited (ASX: NHL, ‘COMPANY’) Response to Appendix 3Y Change of Director’s Interest Notice Query

1. We refer to the ASX’s letter to the Company dated 20 June 2019 (the ASX Letter ) concerning the Glenn Smith’s Change of Director’s Interest Notice Appendix 3Y lodged with the ASX Market Announcements Platform and released on 20 June 2019 (the NHL 3Y ).

2. The Company responds to each of the questions set out in the ASX Letter as set out below.

Question 1: Please explain why the Appendix 3Y was lodged late?

1. The Director, Glenn Smith, was travelling overseas on business and returned on 19 June 2019.

2. The trade orders were submitted prior to his departure from Australia in accordance with NHL’s Securities Trading Policy.

3. On his return to Australia Glenn Smith reviewed the trades that had been completed while he was travelling. He recognised that the first trade occurred on 11 June 2019 and the due date for lodging the relevant 3Y was 18 June 2019 while he was travelling.

4. I was advised immediately of the trades on 19 June 2019 which was after the market had closed.

5. The NHL 3Y was completed as a matter of urgency and was lodged before the market opened on 20 June 2019.

Question 2: What arrangements does NHL have in place under Listing Rule 3.19B with its Directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?

1. All Directors are experienced company Directors and well aware of their disclosure obligations under Listing Rule 3.19A and NHL’s Securities Trading Policy.

Level 5, 19 William Street T_ 1300 082 013 Cremorne, VIC, 3144 novitahealthcare.com.au

Novita Healthcare Limited ABN 53 108 150 750

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Question 3: If the current arrangements are inadequate or not being enforced, what additional steps does NHL intend to take to ensure compliance with Listing Rule 3.19B?

1. The Company and the Directors believe that there are adequate arrangements in place to meet the disclosure obligations under Listing Rule 3.19B.

The Company.

Yours faithfully

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Stephen Denaro Company Secretary

G02, 1 The Crescent T_ 1300 082 013 Glen Iris, VIC, 3146 novitahealthcare.com.au

Novita Healthcare Limited ABN 53 108 150 750

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20 June 2019

Reference: ODIN03518

Mr Stephen Denaro Company Secretary Novita Healthcare Limited

By email only

Dear Mr Denaro

Novita Healthcare Limited (‘NHL’): Appendix 3Y – Change of Director’s Interest Notice Query

ASX refers to the following:

1. NHL’s Appendix 3Y lodged on the ASX Market Announcements Platform (‘MAP’) on 20 June 2019 for Mr Glenn Smith (the ‘Notice’);

2. Listing Rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 ‘The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.’

1. Listing rule 3.19B which states that:

‘An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.’

The Notice indicates that a change in Mr Smith’s notifiable interest occurred between 11 June 2019 and 19 June 2019. It appears that the Notice relating to the change(s) occurring on 11 June 2019 should have been lodged with ASX by 18 June 2019. Consequently, NHL may have breached Listing Rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the Listing Rules by listed entities for its reporting requirements.

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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ASX reminds NHL of its contract with ASX to comply with the Listing Rules. In the circumstances, NHL should make necessary arrangements to ensure it does not continue to breach the Listing Rules.

Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities .

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does NHL have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does NHL intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

Your response should be sent to me by e-mail at ListingsComplianceMelbourne@asx.com.au . It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, no later than half an hour before the start of trading (i.e. before 9:30 am AEST) on Tuesday, 25 June 2019.

Under Listing Rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

Enquiries

If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

Cheng Tang

Senior Adviser, Listings Compliance (Melbourne)

2/2 ASX Customer Service Centre 131 279 | asx.com.au