ZOONO GROUP LIMITED — Share Issue/Capital Change 2021

Nov 22, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

ZOONO GROUP LIMITED

Date of this announcement

Tuesday November 23, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Options exercisable at $0.65 and expiring 1	1,900,000	19/11/2021
to be confirmed	November 2025

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

ZOONO GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

73006645754

1.3 ASX issuer code

ZNO

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/11/2021

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed Options exercisable at $0.65 and expiring 1 November 2025 +Security type ISIN code Options

Date the +securities the subject of this notification were issued

19/11/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mr Paul Ravlich	Mr. Paul Ravlich	175,000
Mr Lew Mackinnon	Mr Lew Mackinnon	175,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Options Details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.65000000 1/11/2025

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

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Description

ZNO - Fully Paid Ordinary Share

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://www.asx.com.au/asxpdf/20191003/pdf/4495t0rd3vvsqf.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Zoono is issuing 1.9 million Options to valued and long serving employees who have foregone salary increases in preference to options. The Options are being issued at a 63% premium to yesterdays close. No options are being issued to the CEO or the board.

50% of the Options held by each employee vest on 1 November 2022 and the remaining 50% vest on 1 November 2023, subject to the holder remaining an employee of the Company.

Issue details

Number of +securities

1,900,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
ZNO : ORDINARY FULLY PAID	165,312,707
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
ZNOAA : OPTION EXPIRING 16-DEC-2023 EX 25C	300,000
New class - code to be confirmed : Options exercisable at $0.65 and expiring 1 November	1,900,000
2025

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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