Cellnet : 22/02/2016 – Appendix 3B

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Appendix 38

Rule 2.71 3.10.3,3.10.4, 3.10.5

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

!reformation or documents not available now must be given toASX 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, m/07/00, 30/09/01, 11/03/02, 01/01/03, 24/to/05, m/08/12, 04/03/13

Name of entity

ICELLNET GROUP LIMITED

ABN

197 010 721749

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 to I Shares be issued

'--

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the

+securities (e.g. if options,

exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

Performance rights

Vesting of 363,666 performance rights has occurred. One ordinary fully paid share is to be issued for each performance right that vested.

Appendix 3B Page 1

1. Do the +securities rank equally in all respects from the +issue date with an existing +class of

   quoted +securities?

   
   

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     
     

2. Issue price or consideration

   
   

   Yes

   I Nil

   
   

   
   

   Exercise of Performance Rights

3. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

No

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.lA?

IfYes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 38, and comply with section 6i

6b The date the security holder I N/A resolution under rule 7.lA was

passed '-- ------'

6c Number of +securities issued I N/A without security holder approval

under rule 7.1 '--------'

+ See chapter 19 for defined tel'ms.

Appendix 38 Page 2

6d . Number of +securities issued I N/A

with security holder approval

under rule 7.IA

N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued I N/A

under an exception in rule 7.2

N/A

6g If +securities issued under rule 7.IA, was issue price at least 75% of 15 day VWAP as calculated under rule 7.iA.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.IA 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 7.1and rule 7.IA - complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.n). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+class
53,995,977	Shares

8 Number and +class of all

+securities quoted on ASX ( including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

Appendix 38 Page 3

Number	+class
2,936,334 2,400,000	Performance Rights Options

9 Number and +crass of all

+securities not quoted on ASX

( including the +securities in section 2 if applicable)

There has been no change to Cellnet Group Limited's Dividend Policy.

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

Part 2 - Pro rata issue (not applicable)

11 ls security holder approval I

required?

'--

12 Is the issue renounceable or non­ renounceable?

13 Ratio in which the +securities will be offered

+class of +securities to which the offer relates

+Record date to determine entitlements

16 Will holdings on different I registers (or subregisters) be aggregated for calculating

entitlements?

L- -'

Policy for deciding entitlements I

in relation to fractions

L-

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders rmtst be told how their entitlements are to be dealt with.

Cross reforence; rule 7.7.

+ See chapter 19 for defined terms.

Appendix 3B Page 4