Ann: SSH: DIL: SSH - Kenneth Carroll

• Release Date: 25/01/13 16:08
• Summary: SSH: DIL: SSH - Kenneth Carroll
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DIL
25/01/2013 14:08
SSH

REL: 1408 HRS Diligent Board Member Services INC (NS)

SSH: DIL: SSH - Kenneth Carroll

Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988

To: NZX Limited

And: Diligent Board Member Services, Inc ("DIL")

Date this disclosure made: 25 January 2013 (first of two disclosures)

Substantial security holder(s) giving disclosure
Name(s): Kenneth Carroll
Contact details: [email protected], +1 201 819 5399
Date on which substantial security holder(s) began to have substantial
holding:  20 November 2012
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for Kenneth Carroll

For this disclosure,--
(a) total number held in class: 4,468,014
(b) total in class: 83,186,155
(c) total percentage held in class: 5.371%
Details of relevant interests currently in substantial holding
Details for Kenneth Carroll

Nature of relevant interest(s): Registered holder and beneficial owner
For that relevant interest,--
(a) number held in class: 1,000,000
(b) percentage held in class: 1.202%
(c) current registered holder(s) of securities: Kenneth Carroll
(d) registered holder(s) of securities once transfers registered: N/A

Details for Kenneth Carroll
Nature of relevant interest(s): Relevant interest arising from majority
membership interest in Carroll Capital Holdings, LLC ("CCH")
For that relevant interest,--
(a) number held in class: 3,468,014
(b) percentage held in class: 4.169%
(c) current registered holder(s) of securities: CCH
(d) registered holder(s) of securities once transfers registered: N/A
Details of transactions and events giving rise to person beginning to have
substantial holding

Details of the transactions or other events requiring disclosure under the
instructions to this form:
On 20 November 2012, CCH transferred one million ordinary shares to Kenneth
Carroll for zero consideration.
Kenneth Carroll is also the majority member of CCH.  Following the transfer
on 20 November 2012 (and another transfer by CCH to a different person on
that date), CCH held 3,468,014 ordinary shares (comprising 4.169% of the
total ordinary shares) (and ceased to be a substantial security holder in
DIL).  Therefore Kenneth Carroll was required to file a substantial security
holder notice in relation to his total relevant interests in the DIL ordinary
shares.

Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): 97 Long Pond Road, Hewitt, NJ
07421, United States of America
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates:  CCH

Declaration
I, Kenneth Carroll, declare that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00232341 For:DIL    Type:SSH        Time:2013-01-25 14:08:45