Qualitas : Appendix 3G - Conversion of unquoted securities

For personal use only

This appendix is available as an online form

Only use this form if the online version is not available +Rule 3.10.3A, 3.10.3B, 3.10.3C, 3.10.3D

Appendix 3G

Notification of issue, conversion or payment up of

unquoted equity +securities

Note: this form is also used to notify ASX where quoted options have been exercised or other quoted convertible securities have been converted and the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX.

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	Qualitas Limited (Company)
	We (the entity here named) give notice of the issue,
	conversion or payment up of the following unquoted
	+securities.
1.2	*Registration type and number	ABN 46 655 057 588
	Please supply your ABN, ARSN, ARBN, ACN or
	another registration type and number (if you supply
	another registration type, please specify both the type
	of registration and the registration number).
1.3	*ASX issuer code	QAL
1.4	*This announcement is	☒ A new announcement
	Tick whichever is applicable.	☐ An update/amendment to a previous
		announcement
		☐ A cancellation of a previous
		announcement
1.5	*Date of this announcement	7 March 2022

+ See chapter 19 for defined terms	Page 1
5 June 2021

For personal use only

This appendix is available as an online formAppendix 3G Notification of issue, conversion or payment up of unquoted equity +securities

Part 2 - Type of issue

Question	Question	Answer
No.
2.1	*The +securities the subject of this	☐ +Securities issued as part of a
	notification are:	transaction or transactions previously
	Select whichever item is applicable.	announced to the market in an Appendix
	If you wish to notify ASX of different events involving	3B that are not quoted, and are not
	unquoted securities, please complete a separate	intended to be quoted, on ASX
	Appendix 3G for each event.	☐ +Securities issued under a +dividend or
		distribution plan that are not quoted, and
		are not intended to be quoted, on ASX
		☒ Unquoted options that have been
		exercised or other unquoted
		+convertible securities that have been
		converted
		☐ Quoted options that have been
		exercised or other quoted +convertible
		securities that have been converted
		where the +securities received as a
		result of the exercise or conversion
		either are already quoted on ASX or are
		not intended to be quoted on ASX
		☐ Unquoted partly paid +securities upon
		which a call or instalment has been paid
		☐ +Securities issued under an +employee
		incentive scheme that are subject to a
		restriction on transfer and are not being
		quoted on ASX until the restriction ends
		☐ +Other securities issued under an
		+employee incentive scheme that are
		not intended to be quoted on ASX
		☐ Other [please specify]
		If you have selected 'other' please explain the
		circumstances here:
2.2c.1	Please state the number and type of	170,000 unlisted share rights to acquire fully
	options that were exercised or other	paid ordinary shares in the Company
	+convertible securities that were converted	(Ordinary Shares) have been converted
	(including their ASX security code if	into 170,000 Ordinary Shares by an on-
	available):	market purchase.
	Answer this question if your response to Q2.1 is
	"Unquoted options that have been exercised or other
	unquoted convertible securities that have been
	converted" or "Quoted options that have been
	exercised or other quoted convertible securities that
	have been converted where the securities received as
	a result of the exercise or conversion either are
	already quoted on ASX or are not intended to be
	quoted on ASX".

+ See chapter 19 for defined terms	Page 2
5 June 2021

		This appendix is available as an online form		Appendix 3G
						Notification of issue, conversion or
					payment up of unquoted equity +securities
			2.2c.2	And the date the options were exercised or		1 March 2022
				other +convertible securities were
only			converted:
		Answer this question if your response to Q2.1 is
				"Unquoted options that have been exercised or other
				unquoted convertible securities that have been
				converted" or "Quoted options that have been
				exercised or other quoted convertible securities that
				have been converted where the securities received as
				a result of the exercise or conversion either are
				already quoted on ASX or are not intended to be
				quoted on ASX".
				Note: If this occurred over a range of dates, enter the
				date the last of the options was exercised or
use			convertible securities was converted.
	2.2c.3	Is this all of the options or other		Yes
		+convertible securities on issue of that type
		(ie have all of those options now been
		exercised or have all of those convertible
		securities now been converted)?
		Answer this question if your response to Q2.1 is
		""Unquoted options that have been exercised or other
		unquoted convertible securities that have been
personal			converted" or "Quoted options that have been
		exercised or other quoted convertible securities that
		have been converted where the securities received as
				a result of the exercise or conversion either are
				already quoted on ASX or are not intended to be
				quoted on ASX".
			2.2c.4	The right of the holder of the options or		☐ An issue of new +securities
				other +convertible securities to receive the		☒ A transfer of existing +securities
				+underlying securities is being satisfied by:		☐ A reclassification of the +convertible
				Answer this question if your response to Q2.1 is
				"Unquoted options that have been exercised or other		securities as securities in the same class
				unquoted convertible securities that have been		as the +underlying securities
				converted" or "Quoted options that have been
				exercised or other quoted convertible securities that
				have been converted where the securities received as
				a result of the exercise or conversion either are
				already quoted on ASX or are not intended to be
				quoted on ASX".
			2.2c.5	The underlying securities being received		☒ Already quoted by ASX
				by the holder are:		☐ Intended to be, but are not yet, quoted
				Answer this question if your response to Q2.1 is
					by ASX
				"Unquoted options that have been exercised or other
					☐ Are not, and are not intended to be,
For			unquoted convertible securities that have been
		converted".		quoted by ASX
	2.2c.7	*Were the options being exercised or other		Yes
		+convertible securities being converted
		issued under an +employee incentive
		scheme?
		Answer this question if your response to Q2.1 is
		"Unquoted options that have been exercised or other
		unquoted convertible securities that have been
				converted" or "Quoted options that have been
				exercised or other quoted convertible securities that
				have been converted where the securities received as
				a result of the exercise or conversion either are
				already quoted on ASX or are not intended to be
				quoted on ASX".

+ See chapter 19 for defined terms	Page 3
5 June 2021

		This appendix is available as an online form			Appendix 3G
							Notification of issue, conversion or
						payment up of unquoted equity +securities
		2.2c.8		*Are any of the options being exercised or		Yes
				other +convertible securities being
only				converted held by +key management
			personnel (KMP) or an +associate?
			"Yes".
				Answer this question if your response to Q2.1 is
				"Unquoted options that have been exercised or other
				unquoted convertible securities that have been
				converted" or "Quoted options that have been
				exercised or other quoted convertible securities that
				have been converted where the securities received as
				a result of the exercise or conversion either are
				already quoted on ASX or are not intended to be
				quoted on ASX"." and your response to Q2.2c.7 is
use
	2.2c.8.a		*Provide details of the KMP or associates who are exercising options or converting
			convertible securities.
			Answer this question if your response to Q2.1 is "Unquoted options that have been exercised or other unquoted
			convertible securities that have been converted" or "Quoted options that have been exercised or other quoted
			convertible securities that have been converted where the securities received as a result of the exercise or
			conversion either are already quoted on ASX or are not intended to be quoted on ASX", your response to
			Q2.2c.7 is "Yes" and your response to Q2.2c.8 is "Yes". Repeat the detail in the table below for each KMP
			involved. If the options or other convertible securities are held by the KMP, repeat the name of the KMP or insert
			"Same" in "Name of registered holder". If the options or other convertible securities are held by an associate of a
			KMP, insert the name of the associate in "Name of registered holder".
personal
			being exercised or other +convertible		☐ in a class	which is not quoted on ASX
				Name of KMP	Name of registered holder	Number of options
								being exercised or
								other +convertible
								securities being
								converted
				Andrew Fairley AM	Andrew Fairley AM	50,000
				Brian Delaney	Brian Delaney			30,000
				JoAnne Stephenson	JoAnne Stephenson	10,000
				Mary Ploughman	Mary Ploughman	10,000
				Michael Schoenfeld	Michael Schoenfeld	70,000
		2.3b		*The +securities being issued, transferred		☒ securities that have already been
				or re-classified as a result of the options		quoted on ASX ("existing class")
For				securities being converted are:		but which has an existing ASX security
			Answer this question if your response to Q2.1 is
				code ("existing class")
			"Unquoted options that have been exercised or other		☐ in a class which is not quoted on ASX
				unquoted convertible securities that have been
				converted" or "Quoted options that have been		and which does not have an existing
				exercised or other quoted convertible securities that		ASX security code ("new class")
				have been converted where the securities received as
				a result of the exercise or conversion either are
				already quoted on ASX or are not intended to be
				quoted on ASX".

+ See chapter 19 for defined terms	Page 4
5 June 2021

For personal use only

This appendix is available as an online form	Appendix 3G
	Notification of issue, conversion or
	payment up of unquoted equity +securities

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

Answer the questions in this part if your response to Q2.1 is anything other than "Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX" and your response to Q2.3a, 2.3b or 2.3c (as applicable) is "existing class". If your response to Q2.1 is "Unquoted options that have been exercised or other unquoted convertible securities that have been converted" or "Quoted options that have been exercised or other quoted convertible securities that have been converted where the securities received as a result of the exercise or conversion either are already quoted on ASX or are not intended to be quoted on ASX", the questions in this part relate to the securities issued, transferred or re-classified as a result of the exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is "Unquoted partly paid securities upon which a call or instalment has been paid", the questions in this part relate to the securities arising from that payment. Otherwise, the questions in this part relate to the securities issued by the entity which are the subject of this notification and which are described in the response to Q2.1.

Question	Question	Answer
No.
3B.1	*ASX security code & description	QAL Ordinary Shares
3B.2	*Number of +securities	170,000
	issued/transferred/reclassified/paid up

Part 4 -+Securities on issue

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

Note: the figures provided in the table below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of security issued by the entity.

Restricted securities should be included in table 4.2.

4.1 Quoted +Securities (Total number of each +class of +securities issued and quoted on ASX)

*ASX security code and description	*Total number of +securities on issue
QAL Ordinary Shares	294,000,000

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

*ASX security code and description	*Total number of +securities on issue
Share rights granted under the Company's	800,000
Employee Equity Plan. These rights are in
respect of Ordinary Share of the Company and
will vest in two tranches; 50% on the third
anniversary of the Listing Date, and the
remaining 50% on the fifth anniversary of the
Listing Date, subject to the continued tenure of
the participants.

+ See chapter 19 for defined terms	Page 5
5 June 2021