Cellnet : 07/08/2017 – Dividend / Distribution

CELLNET GROUP LIMITED

ACN 010 721 749

Minutes of a Meeting of Directors

Held at the Cellnet Office, 59-61 Qantas Drive, Eagle Farm QLD 28 June 2017 Open 5:00pm -Close 5:55pm (QLD Time)

PRESENT : Mr Michael Wendt (Chairman) - via phone Mr Alan Sparks (Managing Director)

Mr Kevin Gilmore (Non-Executive Director) -via phone Mr Brian Danos (Non-Executive Director) -via phone

Mr Michael Redd ie (Non-Executive Director) - via phone Mr Chris Barnes (Company Secretary)

( MINUTES OF PREVIOUS The minutes of the previous meeting ofdirectors held on 18 May

DIRECTORS MEETJNG : were verbally acknowledged as approved by the Chairman. A

signed copy of the minutes would be provided to the Company Secretary post this meeting.

GENERAL BUSlNESS The April 2017 Financia ls were presented by management

which detailed the operating resu lts for May and 2017 financial year to date. The outlook for the full year was also discussed and management confirmed that it was still forecast to produce management profit before tax of approximately $2.7M.

The change in mobile device attach rates pre-and post category management implementation was discussed. The CEO stated he would provide some analysis and commentary of this change to the Board at the next meeting.

The Chairman of the Risk Com mittee provided a brief summary of the Risk Comm ittee meeting held I June 2017.

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The Chairman of the R isk Committee and the Chairman of the

Strategy Committee stated the would provide minutes of their respective meeting 's to the Board for their review.

Since the last board meeting on I8111 May 2017 and up until the date of today's board meeti ng on 2811 of June 201 7, management confirmed the followi ng in relation to Company OH&S matters:

I. OH&S meetings have been held on a monthly basis with members of both CLT and Cargo Services in attendance; and

1. No injuries haveoccurred to any Cellnct employees; and

2. There are no other OH&S matters (including both litigation and work cover claims) that are to be brought to the boards attention.

CONTINUOUS DISCLOSURE :

The cont inuous disclosure req u irements of the ASX and obligations of a listed entity on the ASX were considered.

The directors considered there was no information available that a reasonable person wou ld expect to have a material effect on the price or value of the Company's securities requiring d isclosure to the ASX at this stage.

IOTHER MATTERS : ! None aris i ng.

I NEXT MEETING : ! 19 July 2017

Confirmed as a Correct Record

( L{)4

Micfiael Wendt

Non-Executive Director

Chairman of the Board

Date:.20;1-:, - Of -,Ai

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