Response to ASX Letter about Director Trading
Released
Released
Announcement PDF
9 April 2026
Attn: ASX Compliance
ASX Limited
By email: ListingsComplianceSydney@asx.com.au
Dear Sir / Madam,
Electro Optic Systems Holdings Limited – Securities trading query
We refer to ASX's letter to Electro Optic Systems Holdings Limited ACN 092 708 364 (ASX: EOS)
(Company or EOS) dated 2 April 2026 (ASX Letter) with respect to the on-market purchase of
ordinary shares in EOS (Shares) by Mr Robert Nicholson, a non-executive director of the Company,
on 30 March 2026.
Please see our responses below to each of the questions included in the ASX Letter.
Unless otherwise defined in this letter, capitalised terms used in this letter have the meanings given
to them in the ASX Letter.
1. When did EOS first become aware of the trading that was notified in the Appendix 3Y?
As disclosed in the Appendix 3Y 'Change in Director's Interest Notice' released to the ASX on
Tuesday, 31 March 2026 (Appendix 3Y), Mr Nicholson made an on-market purchase of 8,625
Shares on 30 March 2026 at a price of A$8.06 per Share.
EOS first became aware of Mr Nicholson's intention to purchase Shares when Mr Nicholson
provided written notice of his intention to purchase Shares (by way of email sent at 12.21pm
on 30 March 2026) to the Chair of the Board and the Chair of the Company's Audit & Risk
Committee (ARC) copying the Company Secretary (Request to Trade).
The Company Secretary subsequently forwarded the Request to Trade to the Company's
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) by way of email at 12.35pm on
30 March 2026.
At the time the Request to Trade was made, the Company was in an open trading window
under its Trading Policy.
2. Did Mr Nicholson notify the Chair of the Board and the CEO in writing of his intention to
trade in accordance with Section 3.2(a)(i) of the Trading Policy? If not, why not?
As noted above, the Request to Trade was made during an open trading window under the
Company's Trading Policy. The trading window was set to close at close of business on 30
March 2026.
As the Company's CEO was travelling in a time zone where a response to the Request to
Trade would not likely be received while the trading window remained open under the
Company's Trading Policy, the Request to Trade was sent by Mr Nicholson to the Chair of the
Board and the Chair of the ARC.
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In addition, the Company Secretary (who was copied on the Request to Trade) forwarded the
Request to Trade to the CEO and CFO within 15 minutes of receiving the Request to Trade,
thereby satisfying the requirements of Section 3.2 of the Trading Policy to notify the relevant
directors and executives of Mr Nicholson's intention to purchase Shares.
3. Did Mr Nicholson provide confirmation to the Chair of the Board and the CEO in writing
that he was not in possession of 'Inside Information' (as that term is defined in the
Trading Policy) in accordance with Section 3.2(b) of the Trading Policy? If not, why
not?
On 18 March 2026, Mr Nicholson submitted a Request to Trade that included an express
statement that he was not in possession of Inside Information, in accordance with the
Trading Policy. Approval was granted for the Request to Trade in accordance with the
necessary requirements. In addition, following the expiry of that approval, on 30 March
2026, Mr Nicholson sought an extension of his previous approval.
While the Request to Trade on 30 March 2026 did not include an express confirmation from
Mr Nicholson that he was not in possession of 'Inside Information' (as that term is defined in
the Trading Policy) in accordance with Section 3.2(b) of the Trading Policy, it sought an
extension of the approval referred to above and, therefore, the Company considered that
confirmation was incorporated in the subsequent Request to Trade. Mr Nicholson has since
expressly confirmed to the Company that, at the time that the Request to Trade was
submitted, as well as at the time of the actual trades, he was not in possession of such 'Inside
Information', and that the Request to Trade sought to extend an existing approval under
which such confirmation was given.
4. Did the Chair of the Board and the CEO provide prior written clearance to Mr Nicholson
to trade? If so please explain why the approval was granted, commenting specifically
on the knowledge of the contents of the Announcement possessed by EOS and Mr
Nicholson at the time the approval was granted. Please provide a copy of the written
communication (not for release to market).
Following receipt of the Request to Trade:
• the Chair of the Board approved the trade, provided that it was completed prior
to the closure of the trading window at close of business on 30 March 2026, by
way of email to Mr Nicholson at 12.32pm on Monday, 30 March 2026;
• the Chair of the Company's ARC approved the trade, provided that it was
completed prior to the closure of the trading window at close of business on 30
March 2026, by way of email to Mr Nicholson at 12.37pm on 30 March 2026;
and
• the Company's CFO approved the trade by way of email to Mr Nicholson at
12.39pm on 30 March 2026; and
• the Company's CEO approved the trade by way of email to Mr Nicholson at
8.35pm on 30 March 2026.
This goes beyond the approvals required under the Company's Trading Policy.
The purchase of the Shares occurred at 1.36pm on 30 March 2026.
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Approval for Mr Nicholson was given on the basis that at the time the approval was given,
each of the Chair of the Board, the Chair of the ARC and CFO were not aware that the
Announcement would be made. In particular, the material information the subject of the
announcement of (1) the US$7m contract with Northrop Grumman and (2) the update on
the Conditional Korean High Energy Laser Contract were both matters that came into
existence on the evening of 30 March 2026 and the morning of 31 March 2026 as
negotiations relating to these arrangements unfolded.
The announcement of the US$5m contract with the US Army had been finalised some days
previously but was considered not material in its own right. In addition, these matters were
not disclosed in papers previously provided to the Board generally or to Mr Nicholson.
For this reason, at the time approval was granted for the Request to Trade and at the time
Mr Nicholson purchased the Shares, there was no information necessitating the making of an
announcement (and, in fact, the Announcement was only drafted after the trade had been
effected, and finalised in the morning of Tuesday, 31 March 2026)
5. Did Mr Nicholson breach EOS’s Trading Policy? If so, what disciplinary or remedial
action is the board of EOS proposing to take in relation to this breach?
Having regard to the fact that:
• each of the Chair of the Board, the CEO, CFO and the Chair of the Company's
ARC were notified of the Request to Trade ahead of the purchase of Shares
being undertaken by Mr Nicholson;
• the Chair of the Board, the CEO, the CFO and the Chair of the Company's ARC
each approved the Request to Trade; and
• Mr Nicholson was not aware, at the time of purchasing Shares on 30 March
2026, (i) that the Company was intending to release the Announcement on 31
March 2026 or (ii) of the facts relating to the matters referenced in the
Announcement (and, therefore, Mr Nicholson was not in possession of inside
information at the time of making the Request to Trade or in fact trading),
the Board is satisfied that Mr Nicholson did not breach the Company's Trading Policy (noting
that, Mr Nicholson was not in possession of 'Inside Information' and those to whom the
request was directed were also not aware of the need to make the Announcement on 31
March 2026 or of the material facts relating to the matters referenced in the
Announcement).
6. Please confirm that EOS is complying with the Listing Rules and, in particular, Listing
Rule 3.1.
The Company confirms it is in compliance with the ASX Listing Rules, including Listing Rule
3.1.
7. Please confirm that EOS’s responses to the questions above have been authorised and
approved under its published continuous disclosure policy or otherwise by its board or
an officer of EOS with delegated authority from the board to respond to ASX on
disclosure matters.
The Company confirms that these responses have been authorised for release under its
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Continuous Disclosure Policy by the Chair of the Board.
Please do not hesitate to contact me if further information is required.
Yours faithfully
Ms Melanie Andrews
Company Secretary
Electro Optic Systems Holdings Limited
ASX Limited [[Listings]] ASX Customer Service Centre 131 279 | asx.com.au
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2 April 2026
Ms Melanie Andrews
Company Secretary
Electro Optic Systems Holdings Limited
18 Wormald Street
Symonston ACT 2609
By email
Dear Ms Andrews
Electro Optic Systems Holdings Limited (‘EOS’): Trading by a director
ASX refers to the following:
A. The announcement by EOS entitled ‘Change of Director’s Interest Notice – Robert Nicholson’ lodged on the
ASX Market Announcements Platform (‘MAP’) on 31 March 2026 (‘Appendix 3Y’). The Appendix 3Y
disclosed the on-market purchase of 8,685 ordinary shares of EOS at $8.06 per share on 30 March 2026.
B. The announcement by EOS entitled ‘New US Orders (A$17m) and Korea Conditional Contract Update’
lodged on the MAP on 31 March 2026 (‘Announcement’). ASX notes that the Announcement was indicated
by EOS to be ‘market-sensitive’ when it was lodged on MAP.
C. EOS’s trading policy lodged on the MAP on 10 September 2025 (‘Trading Policy’) which is also available on
EOS’s website and which states (relevantly):
2.2 – Inside Information
Inside Information, in respect of the Company, is information relating to the Company which is not
generally available but, if the information were generally available, would be likely to have a material effect
on the price or value of the Company’s securities.
…
Information is regarded as likely to have a material effect if it would, or would be likely to, influence persons
who commonly invest in securities or other traded financial products in deciding whether or not to deal in
the Company’s Securities.
…
Examples of Inside Information could be:
…
(g) likely or actual entry into, or loss of, a material contract by the Company or another member of the
Group.
3.1 - Prohibited Periods
A Designated Person or his or her Associate must not, in any circumstances, deal or procure another person
to deal in the Company's Securities if he or she has Inside Information in relation to the Company's
Securities.
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3.2 – Prior Notification
If a Designated Person proposes to deal in the Company’s Securities (including entering into an agreement
to deal) at any time they must first provide (using the appropriate Company form – refer to Schedule 2):
(a) written notice of their intention to the Notification Officers who are the:
(i) Chair of the Board and the Chief Executive Officer (and if unavailable, the Chief Financial
Officer), for all Directors and alternate Directors of the Company (other than the Chair of the
Board);
…
(b) confirmation that you are not in possession of Inside Information.
ASX notes the Appendix 3Y related to trading in EOS’s securities by Mr Robert Nicholson on 30 March 2026, the
day before the release of the Announcement.
Request for information
Having regard to the above, and pursuant to Listing Rule 18.7, ASX asks EOS to respond separately to each of
the following questions.
1. When did EOS first become aware of the trading that was notified in the Appendix 3Y?
2. Did Mr Nicholson notify the Chairman of the Board and the Chief Executive Officer in writing of his intention
to trade in accordance with Section 3.2(a)(i) of the Trading Policy? If not, why not?
3. Did Mr Nicholson provide confirmation to the Chairman of the Board and the Chief Executive Officer in
writing that he was not in possession of Inside Information (as that term is defined in the Trading Policy) in
accordance with Section 3.2(b) of the Trading Policy? If not, why not?
4. Did the Chairman of the Board and the Chief Executive Officer provide prior written clearance to Mr
Nicholson to trade? If so:
4.1 please explain why the approval was granted, commenting specifically on the knowledge of the
contents of the Announcement possessed by EOS and Mr Nicholson at the time the approval was
granted; and
4.2 please provide a copy of the written communication (not for release to market).
5. Did Mr Nicholson breach EOS’s Trading Policy? If so, what disciplinary or remedial action is the board of EOS
proposing to take in relation to this breach?
6. Please confirm that EOS is complying with the Listing Rules and, in particular, Listing Rule 3.1.
7. Please confirm that EOS’s responses to the questions above have been authorised and approved under its
published continuous disclosure policy or otherwise by its board or an officer of EOS with delegated
authority from the board to respond to ASX on disclosure matters.
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 9:00 AM AEDT Friday, 10 April 2026. 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, EOS’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 EOS to request a trading halt immediately.
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ASX Customer Service Centre 131 279 | asx.com.au
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Your response should be sent by e-mail to ListingsComplianceSydney@asx.com.au. It should not be sent
directly to the ASX Market Announcements Office. This is to allow ASX 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.
Suspension
If you do not respond to this letter by the time specified above, ASX may suspend trading in EOS’s securities
under Listing Rule 17.3.
Listing Rules 3.1 and 3.1A
In responding to this letter, you should have regard to EOS’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 EOS’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
ASX reserves the right to release all or any part of this letter, your reply and any other related correspondence
between us to the market under Listing Rule 18.7A. The usual course is for the correspondence to be released
to the market.
Yours faithfully
ASX Compliance
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