Ann: GENERAL: DIL: Notification under Listing Rule 7.12.8

• Release Date: 19/02/16 12:36
• Summary: GENERAL: DIL: Notification under Listing Rule 7.12.8
• Price Sensitive: No
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					DIL
19/02/2016 12:36
GENERAL
NOT PRICE SENSITIVE
REL: 1236 HRS Diligent Corporation (NS)

GENERAL: DIL: Notification under Listing Rule 7.12.8

19 February 2016

NOTIFICATION UNDER LISTING RULE 7.12.8

For the purposes of Listing Rule 7.12.8 of the NZX Main Board/Debt Market
Listing Rules, Diligent Corporation (DIL) provides the below notification to
persons holding unquoted options issued under DIL's 2007 Stock Option and
Incentive Plan and DIL's 2010 Stock Option and Incentive Plan (Options).

On 12 February 2016, DIL entered into an Agreement and Plan of Merger (Merger
Agreement), with Diamond Parent Holdings, Corp. (Parent), Diamond Merger Sub
I, Corp., a wholly-owned subsidiary of Merger Sub II (Merger Sub I), and
Diamond Merger Sub II, Corp., a wholly-owned subsidiary of Parent (Merger Sub
II), pursuant to which Merger Sub I will merge with and into DIL, with DIL
surviving as a wholly-owned subsidiary of Merger Sub II (First Merger), and
following which DIL will merge with and into Merger Sub II, with Merger Sub
II surviving as a wholly-owned subsidiary of Parent (Second Merger).

For the period beginning as of the date of this notice and ending at the
Second Effective Time (as defined below), Optionholders may exercise all or
any part of the unexercised portion of their Options (without regard to
employment requirements or any instalment exercise limitations).

Optionholders may elect for such exercise to be either (i) effective upon
receipt by DIL of a completed Option exercise notice, or (ii) subject to, and
effective upon, the First Effective Time (as defined below). To the extent
unexercised, the Options will be cancelled as of the Second Effective Time
for no consideration.

If Optionholders elect to exercise their Options effective upon delivery of a
completed Option exercise notice to DIL, the exercise of their Options will
be effective even if the Merger Agreement terminates in accordance with its
terms without consummation of either the First Merger or Second Merger. If
Optionholders elect to exercise their Options subject to, and effective upon,
the First Effective Time, then in the event the Merger Agreement terminates
in accordance with its terms prior to the First Effective Time, the exercise
of their Options will be null and void.

The First Merger will become effective at the time the applicable Certificate
of Merger (Certificate of First Merger) is duly filed with the Secretary of
State of the State of Delaware or at such later time as is specified in such
Certificate of First Merger (First Effective Time).

The Second Merger will become effective at the time at which the applicable
Certificate of Merger (Certificate of Second Merger) is duly filed with the
Secretary of State of the State of Delaware or at such later time as is
specified in such Certificate of Second Merger (Second Effective Time).

The Second Effective Time is expected to occur in the second quarter of 2016,
but will in no event be prior to 18 March 2016.

For more information regarding their Options, Optionholders should refer to
their stock option agreement(s) evidencing their Options and the plan(s)
governing the terms of their Options. Further, if any Optionholder is in any
doubt as to whether exercising their Options is desirable, they should seek
advice from an NZX advisor, NZX associate advisor or other financial, tax or
legal adviser.

Yours faithfully,

Thomas N. Tartaro
Executive Vice President, General Counsel and Corporate Secretary
End CA:00277971 For:DIL    Type:GENERAL    Time:2016-02-19 12:36:03