7 August 2020

ASX Limited

20 Bridge Street

Sydney NSW 2000

Reference: 22134

By email: ListingsComplianceSydney@asx.com.au

Gas2Grid Limited ("GGX"): Appendix 3Y - Change of Director's Interest Notice Query

We refer to the letter of 7 August 2020 from ASX Limited and advise as follows to the questions:

  1. Mr Morton had emailed the Company Secretary a copy of his off‐market transfer of shares on 30 June 2020 the date of the transfer document in accordance with reporting arrangements in place at the Company. Unfortunately, that reporting was not captured by the Company Secretary to release a timely Appendix 3Y while being engrossed with end of financial year workload. With all parties working remotely from the office the oversight was not noticed until the July monthly report from the share registry was received on 6 August 2020.
  2. All the Directors are aware of their disclosure obligations with regards to their interests and any changes to those interests in the securities of the Company and they have consistently satisfied those obligations by reporting to the Company Secretary as required so that the listing rules are complied with.
  3. The current arrangements are adequate for the Company to ensure compliance with listing rule 3.19B.

Yours faithfully,

Patrick Sam Yue

Company Secretary

Gas2Grid Limited

Suite 22 Level 5, 58 Pitt Street

PO Box R1911

T +61 2 9241 1927

ABN 46 112 138 780

Sydney NSW 2000

Royal Exchange NSW 1225

www.gas2grid.com

Australia

Australia

office@gas2grid.com

7 August 2020

Reference: 22134

Mr Patrick Yue Company Secretary Gas2Grid Limited Suite 22

Level 5

58 Pitt Street SYDNEY NSW 2000

By email

Dear Mr Yue

Gas2Grid Limited ('GGX'): Appendix 3Y - Change of Director's Interest Notice Query

ASX refers to the following:

  1. GGX's Appendix 3Y lodged on the ASX Market Announcements Platform ('MAP') on 6 August 2020 for Mr Dennis Morton (the 'Notice');
  2. Listing Rule 3.19A which requires an entity to tell ASX the following:

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.'

3. 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 Morton's notifiable interest occurred on 30 June 2020. It appears that the Notice should have been lodged with ASX by 7 July 2020. Consequently, GGX may have breached Listing Rules

ASX Limited [[Listings]]

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

3.19A and/or 3.19B. It also appears that Mr Morton may have breached section 205G of the Corporations Act 2001 (Cth).

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 GGX 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 GGX intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 9 AMAEST Wednesday, 12 August 2020. You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, GGX's obligation is to disclose the information 'immediately'. This may require the information to be disclosed before the deadline set out in the previous paragraph and may require GGX to request a trading halt immediately.

Your response should be sent to me by e-mail at ListingsComplianceSydney@asx.com.au. It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in GGX's securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

  • the reasons for the trading halt;
  • how long you want the trading halt to last;
  • the event you expect to happen that will end the trading halt;
  • that you are not aware of any reason why the trading halt should not be granted; and
  • any other information necessary to inform the market about the trading halt, or that we ask for.

We require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted. You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions.

Suspension

If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in GGX's securities under Listing Rule 17.3.

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

Listing Rules 3.1 and 3.1A

In responding to this letter, you should have regard to GGX's obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 - 3.1B. It should be noted that GGX's obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

Release of correspondence between ASX and entity

We reserve the right to release a copy of this letter, your reply and any other related correspondence between us to the market under Listing Rule 18.7A.

Questions

If you have any questions in relation to the above, please do not hesitate to contact me.

Kind regards

Lin Kang

Adviser, Listings Compliance (Sydney)

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

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Gas2Grid Limited published this content on 07 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 15:52:09 UTC