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1 Appendix 3B Rule 2.7, , , 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 Norwood Systems Limited ACN 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 be issued 2 Number of + securities issued or to be issued (if known) or maximum number which may be issued (a) Unlisted options (b) Class A performance rights (c) Class B performance rights (d) Fully paid ordinary shares (e) Fully paid ordinary shares (a) 2,000,000 (b) 3,927,774 (c) 3,927,774 (d) 4,000,000 (e) 18,750,000

2 3 Principal terms of the + securities (eg, 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) (a) Unlisted Options, exercise price $0.107 and expiring on 29 December 2018 (b) Class A performance rights, with the terms and conditions as provided in the explanatory memorandum to the notice of general meeting on 29 December 2015, provided as an attachment to this Appendix 3B (c) Class B performance rights, with the terms and conditions as provided in the explanatory memorandum to the notice of general meeting on 29 December 2015, provided as an attachment to this Appendix 3B (d) Fully paid ordinary shares (e) Fully paid ordinary shares 4 Do the + securities rank equally in all respects from the date of allotment 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 (a) Yes, upon exercise (b) Yes, upon conversion (c) Yes, upon conversion (d) (e) Yes 5 Issue price or consideration (a) (c) issued as performance incentive (d) issued as consideration for services (e) $0.08 per share, for a total of $1,500,000 Appendix 3B Page 2 01/08/2012

3 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) (a) Issued to a Non Executive Director to provide a performance linked incentive component to reward and motivate performance, and to align interests with those of Shareholders. (b) (c) Issued to a senior executive of the Company to provide a cost effective performance linked incentive component to motivate performance and to align interests with those of Shareholders. (d) Issued to advisor of the Company as cost effective consideration for past services and contribution to the Company. (e) Issued to applicants of the Share Purchase Plan Offer pursuant to the Prospectus dated 24 November a Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i Yes 6b 6c 6d 6e The date the security holder resolution under rule 7.1A was passed Number of + securities issued without security holder approval under rule 7.1 Number of + securities issued with security holder approval under rule 7.1A Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 27 November 2015 (a) 2,000,000 (b) 3,927,774 (c) 3,927,774 (d) 4,000,000 (e) 18,750,000 All above securities are issued with shareholder approval at the general meeting held on 29 December f Number of securities issued under an exception in rule 7.2 N/A

4 6g 6h 6i 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. 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 Calculate the entity s remaining issue capacity under rule 7.1 and rule 7.1A complete Annexure 1 and release to ASX Market Announcements N/A N/A Rule ,141,440 Rule 7.1A 86,760,959 7 Dates of entering + securities into uncertificated holdings or despatch of certificates 29 December Number and + class of all + securities quoted on ASX (including the securities in section 2 if applicable) Number Class 867,609,598 Ordinary shares [222,714,016 ordinary shares remaining are subject to escrow] Appendix 3B Page 4 01/08/2012

5 9 Number and + class of all + securities not quoted on ASX (including the securities in section 2 if applicable) Number 78,869,761 78,869,761 2,000,000 3,927,774 + Class Unlisted class A performance shares Unlisted class B performance shares Unlisted performance shares Unlisted class A performance rights 3,927,774 Unlisted class B performance rights 16,970,401 Unlisted options, exercisable at $0.02 to 9 June ,000,000 Unlisted options, exercisable at $0.25 to 30 November ,000,000 Unlisted options, exercisable at $0.40 to 8 October ,500,000 Unlisted options, exercise price $0.198, expiring 27 November 2020 with a restriction on disposal until 27 November ,500,000 Unlisted options, exercise price $0.297, expiring 27 November 2020 with a restriction on disposal until 27 November ,000,000 Unlisted options, exercise price $0.173 and expiring 27 November ,000,000 Unlisted options exercise price $0.135, expiring 27 November 2020, vesting on 27 November 2018 with a restriction on disposal until 19 April ,336,111 Unlisted options, exercise price of $0.02, expiring 27 November 2018 and vesting on 16 June ,167,973 Unlisted options, exercise price of $0.02 and expiring 27 November ,000 Unlisted options, exercise price of $0.02 and expiring 27 November ,000,000 Unlisted options, exercise price of $0.107 and expiring 29 December Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

6 Part 2 - Bonus issue or pro rata issue NOT APPLICABLE, DELETED 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 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 and over 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 39 Class of + securities for which quotation is sought Appendix 3B Page 6 01/08/2012

7 40 Do the + securities rank equally in all respects from the date of allotment 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and + class of all + securities quoted on ASX (including the securities in clause 38) Number + Class

8 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. Sign here:... Date: 29/12/2015 (Company Secretary) Print name: Brett Tucker Appendix 3B Page 8 01/08/2012

9 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 placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue Add the following: Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Number of partly paid ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period 130,800, ,808,888 A 867,609,598 01/08/2012 Appendix 3B Page 9

10 Step 2: Calculate 15% of A B 0.15 [Note: this value cannot be changed] Multiply A by ,141,440 Step 3: Calculate C, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded not just ordinary securities Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items C Step 4: Subtract C from [ A x B ] to calculate remaining placement capacity under rule 7.1 A x 0.15 Note: number must be same as shown in Step 2 Subtract C Note: number must be same as shown in Step 3 130,141,440 Total [ A x 0.15] C 130,141,440 [Note: this is the remaining placement capacity under rule 7.1] Appendix 3B Page 10 01/08/2012

11 Part 2 Rule 7.1A Additional placement capacity for eligible entities Step 1: Calculate A, the base figure from which the placement capacity is calculated A Note: number must be same as shown in Step 1 of Part 1 867,609,598 Step 2: Calculate 10% of A D 0.10 Note: this value cannot be changed Multiply A by ,760,959 Step 3: Calculate E, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: This applies to equity securities not just ordinary securities Include here if applicable the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items E 01/08/2012 Appendix 3B Page 11

12 Step 4: Subtract E from [ A x D ] to calculate remaining placement capacity under rule 7.1A A x 0.10 Note: number must be same as shown in Step 2 Subtract E Note: number must be same as shown in Step 3 86,760,959 Total [ A x 0.10] E 86,760,959 Note: this is the remaining placement capacity under rule 7.1A Appendix 3B Page 12 01/08/2012

13 Schedule 2 Summary of Terms and Conditions of Performance Rights A summary of the terms and conditions of the Performance Rights are as follows: (a) (b) (c) The Performance Rights will be granted at no cost. Upon satisfaction of certain Vesting Conditions, each Performance Right entitles the holder of the Performance Right to be issued one Share. The Performance Rights will be granted in two tranches with the Vesting Conditions and Milestone Dates set out below: Number Tranche Vesting Condition Milestone Date 3,927,774 Class A Performance Rights 3,927,774 Class B Performance Rights Upon Norwood generating gross revenue of at least $200,000 from two separate third party contracts in any 12 month period (which may be the same 12 month period or different 12 month periods for each contract). Upon Norwood generating gross revenue for any 12 month consecutive period of at least $3,000,000. On or before 8 December 2017 (Class A Milestone Date) On or before 8 June 2018 (Class B Milestone Date) (d) The Performance Rights will have the following Expiry Dates: (i) (ii) Class A Performance Rights will expire at 5.00 pm on the date which is 5 Business Days after the Class A Milestone Date; and Class B Performance Rights will expire at 5.00 pm on the date which is 5 Business Days after the Class B Milestone Date. (e) (f) (g) (h) The Board of the Company shall have discretion to extend a Milestone Date in circumstances that the Board (in its sole discretion) considers that unforeseen circumstances or events have caused a delay in achieving the Vesting Condition by the Milestone Date. The Board shall not be permitted to extend the Milestone Date beyond the Expiry Date of the Performance Rights. The Board of the Company shall determine (in its sole discretion) if the Vesting Conditions are satisfied. The Performance Rights will lapse upon the earlier to occur of the Expiry Date, failure to meet a Vesting Condition within the Milestone Date or the Performance Right lapsing in accordance with another provision in the terms and conditions of the Performance Rights. Where the holder of the Performance Rights elects to forfeit Shares in accordance with the terms and conditions of the Performance Rights, at the Board s sole discretion:- (i) the holder of the Performance Rights is deemed to have disposed of their legal and beneficial interest in those Shares for total aggregate consideration of A$1.00; or 17

14 (ii) (iii) the holder of the Performance Rights is deemed to have agreed to the cancellation of those Shares for total aggregate consideration of A$1.00; or the holder of the Performance Rights is deemed to have agreed to the Company buying back those Shares for total aggregate consideration of A$1.00. (i) (j) Upon cessation of employment with the Company by the holder of the Performance Rights by reason of resignation, termination for poor performance or termination for cause, the Performance Rights held by the holder or on the holder s behalf which have not vested at the time of cessation of employment will lapse or be forfeited (as the case may be), unless the Board determines otherwise. Upon cessation of employment with the Company by the holder of the Performance Rights for any other reason other than as given at (i) above, the Board, in its discretion, may determine within 4 months of the holder of the Performance Rights cessing employment, that some or all of the Performance Rights:- (i) (ii) (iii) (iv) lapse, vest, are only exercisable for a proscribed period and will otherwise lapse; and/or are no longer subject to some of the restrictions (including any Vesting Condition) that previously applied. (k) (l) (m) (n) (o) (p) Where there is a transaction, event or state of affairs that, in the Board s opinion, is likely to result in a change of control of the Company, with control having the meaning as given in section 50AA of the Corporations Act, the Board may, in its absolute discretion, determine that all or a specified number of the holder s Performance Rights vest or cease to be subject to restrictions. Unless the Board determines otherwise, any restrictions on dealing with the Performance Rights, being a sale, transfer, assignment, encumbrance, option, swap, or any other alienation of all or any part of the rights attaching to the Performance Right, will cease to have effect on the occurrence of a change of control event. If a company obtains control of the Company as a result of a change of control event, subject to applicable laws and agreement between the acquiring company and the Company, any Performance Right may be cancelled and replaced with incentive securities in the acquiring company on terms and conditions to be agreed between the acquiring company and the Company. Prior to the issue of Shares to the holder of Performance Rights upon vesting of the Performance Rights, the Board may make any adjustments it considers appropriate to the terms of a Performance Right in order to minimise or eliminate any material advantage or disadvantage to the holder of the Performance Rights resulting from a corporate action or capital reconstruction by the Company. There are no participating right or entitlements inherent in the Performance Rights and the holder of Performance Rights will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights. If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the number of Shares which must be issued on the exercise of a Performance Right. 18

15 (q) (r) (s) (t) 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 a Performance Right will be increased by the number of Shares which the holder of the Performance Right would have received if the holder of the Performance Right had exercised the Performance Right before the record date of the bonus issue. If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation. The Performance Rights will not be quoted on the ASX. The Performance Rights cannot be renounced in favour of any other person or entity. 19