ADSLOT LTD. — Capital/Financing Update 2014

Nov 25, 2014

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12, 04/03/13

Name
of
entity ADSLOT
LTD

ABN 70
001
287
510

We
(the
entity)
give
ASX
the
following
information.

Part 1 - All issues

You
must
complete
the
relevant
sections
(attach
sheets
if
there
is
not
enough
space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Issue of rights to performance shares. (Performance Rights)	Issue of rights to performance shares. (Performance Rights)
	10,750,000 Performance Rights
		Issue of Performance Rights to acquire ordinary shares under the Adslot Limited Employee Incentive Scheme. Exercise Price: Nil. Performance Criteria: Set periodically throughout the Service Period and performance assessed at least annually. Service Period: Through to June 2016 Vesting: From July 2015

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
1

4 Do
the[+] securities
rank
equally Performance
Rights
No. in
all
respects
from
the[+] issue Shares
allocated
on
the
vesting
of
Performance date
with
an
existing[+] class
of Rights
will
rank
equally
with
existing
ordinary quoted[+] securities? shares. If
the
additional[+] securities
do not
rank
equally,
please
state: • the
date
from
which
they
do • the
extent
to
which
they participate for the next dividend,
(in
the
case
of
a trust, distribution) or interest
payment • the
extent
to
which
they
do not
rank
equally,
other
than in relation to the next dividend, distribution or interest
payment 5 Issue
price
or
consideration Nil 6 Purpose
of
the
issue (If
issued
as
consideration
for Granting
of
Performance
Rights
issued
under
the the
acquisition
of
assets,
clearly Adslot
Limited
Employee
Incentive
Scheme. identify
those
assets)

Shares
allocated
on
the
vesting
of
Performance Rights
will
rank
equally
with
existing
ordinary shares.

6a Is
the
entity
an[+] eligible
entity No that has obtained security holder
approval
under
rule
7.1A? If
Yes,
complete
sections
6b
–
6h in
relation
to
the[+] securities
the subject
of
this
Appendix
3B ,
and comply
with
section
6i 6b The
date
the
security
holder N/A resolution
under
rule
7.1A
was passed 6c Number
of[+] securities
issued N/A without
security
holder
approval under
rule
7.1 6d Number
of[+] securities
issued N/A with
security
holder
approval under
rule
7.1A

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	26 November 2014
	Number	+Class
	1,053,750,756	Shares

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
3

Number +Class 9 Number and +class of all +securities
not
quoted
on
ASX 10,750,000 Performance
Rights ( including the +securities
in to
acquire
ordinary section
2
if
applicable) shares
issued
under the
Employee Incentive
Scheme 10 Dividend
policy
(in
the
case
of
a There
has
been
no
change
to
Adslot
Ltd's trust,
distribution
policy)
on
the dividend
policy

10 Dividend
policy
(in
the
case
of
a trust,
distribution
policy)
on
the increased
capital
(interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
5

• 32 How
  do
  security
  holders
  dispose of
  their
  entitlements
  (except
  by sale
  through
  a
  broker)?

• 33 +Issue
  date

Part 3 - Quotation of securities

You
need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities

• 34 Type
  of[+] securities ( tick
  one )

• (a) +Securities
  described
  in
  Part
  1

• (b)[All
  other
  ][+][securities
  ]

Example:
restricted
securities
at
the
end
of
the
escrowed
period,
partly
paid
securities
that
become
fully
paid, employee
incentive
share
securities
when
restriction
ends,
securities
issued
on
expiry
or
conversion
of
convertible securities

Entities that have ticked box 34(a)

**Additional

securities
forming
a
new
class
of
securities**

Tick
to
indicate
you
are
providing
the
information
or documents

• 35 If
  the[+] securities
  are[+] equity
  securities,
  the
  names
  of
  the
  20
  largest
  holders
  of
  the additional[+] securities,
  and
  the
  number
  and
  percentage
  of
  additional[+] securities held
  by
  those
  holders

• 36 If
  the[+] securities
  are[+] equity
  securities,
  a
  distribution
  schedule
  of
  the
  additional +securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories 1
  -­‐
  1,000

• 1,001
  -­‐
  5,000

• 5,001
  -­‐
  10,000

• 10,001
  -­‐
  100,000

• 100,001
  and
  over

• 37 A
  copy
  of
  any
  trust
  deed
  for
  the
  additional[+] securities

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Entities that have ticked box 34(b)

• 38 Number
  of[+] securities
  for
  which +quotation
  is
  sought

• 39 +Class
  of +securities
  for
  which quotation
  is
  sought

• 40 Do
  the[+] securities
  rank
  equally
  in all
  respects
  from
  the[+] issue
  date with
  an
  existing[+] class
  of
  quoted +securities? If
  the
  additional[+] securities
  do not
  rank
  equally,
  please
  state: • the
  date
  from
  which
  they
  do

• • the
  extent
  to
  which
  they participate for the next dividend,
  (in
  the
  case
  of
  a trust,
  distribution)
  or
  interest payment

• • the
  extent
  to
  which
  they
  do not
  rank
  equally,
  other
  than
  in relation
  to
  the
  next
  dividend, distribution or interest payment

• 41 Reason
  for
  request
  for
  quotation now Example:
  In
  the
  case
  of
  restricted
  securities,
  end of
  restriction
  period (if
  issued
  upon
  conversion
  of another[+] security,
  clearly
  identify that
  other[+] security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities
in
clause 38)

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
7

**Quotation

agreement**

• 1 +Quotation
  of
  our
  additional +securities
  is
  in
  ASX’s
  absolute
  discretion.
  ASX may
  quote
  the[+] securities
  on
  any
  conditions
  it
  decides.

• 2 We
  warrant
  the
  following
  to
  ASX.

• The
  issue
  of
  the[+] securities
  to
  be
  quoted
  complies
  with
  the
  law
  and
  is not
  for
  an
  illegal
  purpose.

• There
  is
  no
  reason
  why
  those[+] securities
  should
  not
  be
  granted + quotation.

• An
  offer
  of
  the[+] securities
  for
  sale
  within
  12
  months
  after
  their
  issue will
  not
  require
  disclosure
  under
  section
  707(3)
  or
  section
  1012C(6)
  of the
  Corporations
  Act.

  • Note:
    An
    entity
    may
    need
    to
    obtain
    appropriate
    warranties
    from
    subscribers
    for
    the
    securities
    in
    order
    to
    be able
    to
    give
    this
    warranty

• Section
  724
  or
  section
  1016E
  of
  the
  Corporations
  Act
  does
  not
  apply
  to any
  applications
  received
  by
  us
  in
  relation
  to
  any[+] securities
  to
  be quoted
  and
  that
  no-­‐one
  has
  any
  right
  to
  return
  any[+] securities
  to
  be quoted
  under
  sections
  737,
  738
  or
  1016F
  of
  the
  Corporations
  Act
  at
  the time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• If
  we
  are
  a
  trust,
  we
  warrant
  that
  no
  person
  has
  the
  right
  to
  return
  the +securities
  to
  be
  quoted
  under
  section
  1019B
  of
  the
  Corporations
  Act
  at the
  time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• 3 We
  will
  indemnify
  ASX
  to
  the
  fullest
  extent
  permitted
  by
  law
  in
  respect
  of
  any claim,
  action
  or
  expense
  arising
  from
  or
  connected
  with
  any
  breach
  of
  the warranties
  in
  this
  agreement.

• 4 We
  give
  ASX
  the
  information
  and
  documents
  required
  by
  this
  form.

If
any information
or
document
is
not
available
now,
we
will
give
it
to
ASX
before +quotation
of
the +securities
begins.
We
acknowledge
that
ASX
is
relying
on the
information
and
documents.
We
warrant
that
they
are
(will
be)
true
and complete.

Sign
here: Print
name: Brendan
Maher

(Company
Secretary)

Date:
26
November
2014

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