ADHERIUM LIMITED — Director's Dealing 2016

May 22, 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Adherium Limited
ABN	24 605 352 510

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Bryan William Mogridge
Date of last notice	2 September 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect (non-beneficial)
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	5,115,928 loan-funded shares of AdheriumLimited issued to Adherium ESP TrusteeLimited, which holds the shares on behalfof New Zealand employee participants tothe Company’s Employee Share Plan, andof which the director is a trustee directorand trustee shareholder.
Date of change	16 May 2016
No. of securities held prior to change	(a) Indirect interest in 1,500,000ordinary fully paid shares
Class	Ordinary fully paid shares
Number acquired	5,115,928ordinaryfullypaidshares,vesting one-third annually to participantsin the Company’s Employee Share Planover a three-year employment period.
Number disposed	Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Nil (held on trust by Adherium ESPTrustee Limited on behalf of New Zealandemployee participants to the Company’sEmployee Share Plan).
No. of securities held after change	(a) Indirect interest in 1,500,000ordinary fully paid shares(b)Indirect non-beneficial interestas trustee: 5,115,928 ordinary fully paidshares
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Trust holding on behalf of participants inEmployee Share Plan

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed	Not applicable
above traded during a+closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade
to proceed during this period?
If prior written clearance was provided, on what date was this
provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3