APPEN LIMITED - AGM Information 2015

**APPEN

LIMITED**

**ACN

138
878
298**

**NOTICE

OF
ANNUAL
GENERAL
MEETING**

Notice
is
hereby
given
that
the
Annual
General
Meeting
of
shareholders
of
Appen
Limited
(the Company )
will be
held
at
the
offices
of
Norton
Rose
Fulbright,
Grosvenor
House,
Level
18,
225
George
Street,
Sydney,
NSW, 2000
on
Friday
22
May
2015
at
10.00am
(AEST)
( Meeting ).

The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
form
part
of
this
notice.

**BUSINESS

OF
THE
MEETING**

_____________

**Item

1:
Financial
Statements
and
Reports**

To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the
year
ended 31
December
2014.

**Item

2:
Remuneration
Report**

To
consider
and,
if
thought
fit,
to
pass
the
following
as
an
ordinary
resolution
of
the
Company:

“To
adopt
the
Remuneration
Report
for
the
year
ended
31
December
2014.”

Notes:

(i) In
accordance
with
section
250R
of
the
Corporations
Act
2001,
the
vote
on
this
resolution
will
be advisory
only
and
will
not
bind
the
directors
or
the
Company.
(ii) A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).

**Item

3:
Election
of
Directors**

**Item

3.1:
Election
of
Robin
Low**

To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:

“That
Ms
Robin
Low,
being
a
director
who
is
retiring
in
accordance
with
clause
67.2
of
the
Company’s Constitution
and
Listing
Rule
14.4,
and
being
eligible,
offers
herself
for
re-‐election,
be
re-‐elected
as
a
director
of the
Company.”

**Item

3.2:
Election
of
Stephen
Hasker**

To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:

“That
Mr
Stephen
Hasker,
being
a
director
who
is
retiring
in
accordance
with
clause
67.2
of
the
Company’s Constitution
and
Listing
Rule
14.4,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
director of
the
Company.”

Page | 1

**Item

4:
Re-‐election
of
Directors**

**Item

4.1:
Re-‐election
of
Christopher
Vonwiller**

To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:

“That
Mr
Christopher
Vonwiller,
being
a
director
who
is
retiring
in
accordance
with
clause
68.1
of
the Company’s
Constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
director
of
the Company.”

**Item

4.2:
Re-‐election
of
William
Pulver**

To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company: “That
Mr
William
Pulver,
being
a
director
who
is
retiring
in
accordance
with
clause
68.1
of
the
Company’s Constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
director
of
the
Company.”

**Item

4.3:
Re-‐election
of
Jeremy
Samuel**

To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:

“That
Mr
Jeremy
Samuel,
being
a
director
who
is
retiring
in
accordance
with
clause
68.1
of
the
Company’s Constitution,
and
being
eligible,
offers
himself
for
re-‐election,
be
re-‐elected
as
a
director
of
the
Company.”

**Item

5:
Additional
10%
Placement
Capacity**

To
consider
and,
if
thought
fit,
pass
the
following
resolution
as
a
special
resolution
of
the
Company:

“That,
for
the
purposes
of
Listing
Rule
7.1A
and
for
all
other
purposes,
approval
is
given
for
the
issue
of
Equity Securities
totalling
up
to
10%
of
the
issued
capital
of
the
Company
at
the
time
of
issue,
calculated
in accordance
with
the
formula
prescribed
in
Listing
Rule
7.1A.2
and
on
the
terms
and
conditions
set
out
in
the Explanatory
Notes.”

Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).

**Item

6:
Approval
of
the
Appen
Equity
Incentive
Plan
and
the
subsequent
issue
of
securities
under
that
plan**

To
consider,
and
if
thought
fit,
pass
the
following
resolution
as
an
ordinary
resolution
of
the
Company:

"That
for
the
purposes
of
Listing
Rule
7.2,
Exception
9(b),
and
for
all
other
purposes,
shareholders
approve
the Appen
Equity
Incentive
Plan
and
the
subsequent
issue
of
securities
under
that
plan,
on
the
terms
and
conditions outlined
in
the
Explanatory
Notes."

Note:
A
voting
exclusion
statement
applies
to
this
resolution
(see
Explanatory
Notes
for
details).

Page | 2

_____________

**ENTITLEMENT

TO
VOTE**

The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001
(Cth)
that
the
persons eligible
to
vote
at
the
Meeting
are
those
who
are
registered
Shareholders
of
the
Company
as
at
7pm
(AEST)
on
Wednesday 20
May
2015 ( Entitlement
Time ).

This
means
that
if
you
are
not
the
registered
holder
of
a
Share
in
the
Company
at
the
Entitlement
Time,
you
will
not
be entitled
to
vote
at
the
Meeting.

**ANNUAL

REPORT**

_____________

Copies
of
the
Company’s
full
Annual
Report
may
be
accessed
at
our
website
www.appen.com and
clicking
on
the
Investors tab.

**VOTING

OPTIONS
AND
PROXIES**

_____________

If
you
do
not
plan
to
attend
the
Meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form
which accompanies
this
Notice
of
Annual
General
Meeting.

**Voting

by
Proxy**

A
Shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
two
proxies
to
attend and
vote
in
place
of
the
shareholder.

If
the
Shareholder
appoints
two
proxies,
the
Shareholder
may
specify
the
proportion
or
number
of
votes
each
proxy
is entitled
to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of
the
Shareholder’s votes.
If
the
specified
proportion
or
number
of
votes
exceed
that
which
the
Shareholder
is
entitled
to,
each
proxy
may exercise
half
of
the
Shareholder’s
votes.
Any
fractions
of
votes
brought
about
by
the
apportionment
of
votes
to
a
proxy
will be
disregarded.

A
proxy
need
not
be
a
Shareholder
of
the
Company.
A
body
corporate
appointed
as
a
Shareholder’s
proxy
may
appoint
a representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
The
representative
should bring
to
the
Meeting
evidence
of
his
or
her
appointment,
including
any
authority
under
which
the
appointment
is
signed, unless
it
has
previously
been
given
to
the
Company.

Subject
to
the
specific
proxy
provisions
applying
to
Item
2
(see
the
Explanatory
Notes
below):

-‐ If
a
Shareholder
has
not
directed
their
proxy
how
to
vote,
the
proxy
may
vote
as
the
proxy
determines,
and -‐ If
a
Shareholder
appoints
the
Chair
of
the
Meeting
as
proxy
and
does
not
direct
the
Chair
how
to
vote
on
an
item of
business,
the
Chair
will
vote
in
accordance
with
his
voting
intention
as
stated
in
this
Notice
of
Meeting,
namely in
favour
of
each
of
the
proposed
resolutions
set
out
in
the
Notice
of
Meeting.

**Proxy

Voting
by
the
Chair**

For
Item
2
(Remuneration
Report),
where
the
Chair
is
appointed
as
a
Shareholder’s
proxy
and
that
Shareholder
has
not specified
the
way
in
which
the
Chair
is
to
vote
on
Item
2
the
Shareholder
is
directing
the
Chair
to
vote
in
accordance
with the
Chair’s
voting
intentions
for
this
item
of
business.

The
Chair
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
put
in
the
Notice
of
Meeting.

Page | 3

**Proxy

Forms**

To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original
power
of attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company’s
share
registry,
as
an
original
or
by facsimile, no
later
than 10.00am
(AEST)
on
Wednesday
20
May
2015
( Proxy
Deadline ).

Proxy
forms
may
be
submitted
in
one
of
the
following
ways:

(i) By
mail to
Link
Market
Services
Limited
using
the
reply
paid
envelope
or
Locked
Bag
A14,
Sydney
South
NSW 1235.

Please
allow
sufficient
time
so
that
it
reaches
Link
Market
Services
Limited
by
the
Proxy
Deadline;

(ii) By
fax to
Link
Market
Services
Limited
on
+61
2
9287
0309;
(iii) Online via
the
Company’s
Share
Registry
website
at
www.linkmarketservices.com.au.
Please
refer
to
the Proxy
Form
for
more
information;
or
(iv) By
hand
delivery to
Link
Market
Services
Limited
at
Level
12,
680
George
Street,
Sydney
NSW

Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.

**CORPORATE

REPRESENTATIVES**

_____________

Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a
person
to
act
as its
representative
to
attend
the
meeting
by
providing
that
person
with:

(i) a
letter
or
certificate
authorising
him
or
her
as
the
corporation’s
representative,
executed
in
accordance with
the
corporation’s
constitution;
or
(ii) a
copy
of
the
resolution
appointing
the
representative,
certified
by
a
secretary
or
director
of
the corporation.

BY

ORDER
OF
THE
BOARD

==> picture [75 x 44] intentionally omitted <==

Leanne
Ralph Company
Secretary 22
April
2015

Page | 4

Explanatory
Notes

**Notes

on
Business**

**ITEM

1
–
Financial
Statements**

As
required
by
section
317
of
the Corporations
Act
2001 (Cth)
( Corporations
Act )
the
financial
report,
directors’
report
and auditor’s
report
of
the
Company
for
the
most
recent
financial
year
will
be
presented
to
the
meeting.
The
financial
report contains
the
financial
statements
of
Appen
Limited.

There
is
no
requirement
for
a
formal
resolution
on
this
item.

The
Chair
of
the
meeting
will
allow
a
reasonable
opportunity
at
the
meeting
for
shareholders
to
ask
questions
about
or make
comments
on
the
management
of
the
Company.

Shareholders
will
also
be
given
a
reasonable
opportunity
at
the meeting
to
ask
the
Company’s
auditor,
KPMG , questions
about
its
audit
report,
the
conduct
of
its
audit
of
the
Company’s financial
report
for
the
year
ended
31
December
2014,
the
preparation
and
content
of
its
audit
report,
the
accounting policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the
independence
of
KPMG
in
relation to
the
conduct
of
the
audit.

Shareholders
may
submit
written
questions
to
KPMG
to
be
answered
at
the
meeting,
provided
the
question
is
relevant
to the
content
of
KPMG’s
audit
report
or
the
conduct
of
the
audit
of
the
company’s
financial
report
for
the
year
ended
31 December
2014.

Written
questions
must
be
received
no
later
than
5.00pm
(AEST)
on
15
May
2015.
Any
written
questions
to
KPMG
can
be sent
to
Link
Market
Services,
Locked
Bag
A14,
Sydney
South
NSW
1235.
(or
by
Fax:
+61
2
9287
0303).

**ITEM

2
–
Adoption
of
remuneration
report**

**2.1

Reasons
for
Resolution**

In
accordance
with
section
300A
of
the
Corporations
Act the
Company
has
proposed
a
remuneration
report
for
the consideration
of
shareholders.

As
provided
by
section
250R(3)
of
the
Corporations
Act,
the
resolution
on
this
item
of
business
is
advisory
only
and
does not
bind
the
board
or
the
Company.

The
objective
of
the
Company's
executive
reward
framework
is
to
ensure
reward
for
performance
is
competitive
and appropriate
for
the
results
delivered.
The
framework
aligns
executive
reward
with
achievement
of
strategic
objectives
and the
creation
of
value
for
shareholders,
and
conforms
with
market
practice
for
delivery
of
reward.

In
summary,
the
remuneration
report
in
the
Annual
Report:

explains
the
principles
used
for
determining
the
nature
and
amount
of
remuneration
of
directors
and
senior managers
of
the
Company;
outlines
the
role
of
the
Remuneration
and
Nomination
Committee;
sets
out
remuneration
details
for
each
director
and
senior
executive
of
the
Company
(including
the
value
of
any options
granted
to
those
persons);
outlines
service
contracts
of
key
management
personnel;
and
provides
details
of
options
granted
to
directors
and
key
management
personnel.

Item
2:
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**2.2 Voting

Exclusion
Statement**

As
required
by
the
Corporations
Act,
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the Company’s
key
management
personnel
( KMP )
or
a
closely
related
party
of
any
such
member
unless
the
person:

(i) votes
as
a
proxy
appointed
by
writing
that
specifies
how
the
person
is
to
vote
on
the
resolutions;
or (ii) is
the
Chairman
of
the
Meeting
and
votes
as
a
proxy
appointed
by
writing
that
authorises
the
Chair
to
vote
on
the resolutions
even
though
that
resolution
is
connected
with
the
remuneration
of
a
member
of
the
Company’s
KMP.

Page | 5

What
this
means
for
shareholders: If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
directors)
as
your proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the Chair
of
the
Meeting
as
your
proxy,
you
can
direct
him
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example,
if
you wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give
the Chair
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chair
will
vote
in
favour
of
this
item
of business).

**ITEM

3
–
Election
of
Directors**

In
accordance
with
Clause
67.2
of
the
Company’s
constitution
and
ASX
Listing
Rule
14.4
any
director
appointed
to
fill
a casual
vacancy
or
as
an
additional
director
holds
office
until
the
next
annual
general
meeting
of
shareholders
and
is
then eligible
for
re-‐election.

Ms
Robin
Low
and
Mr
Stephen
Hasker
have
been
appointed
as
directors
during
the
year
and
offer
themselves
for
election at
this
Meeting.
Details
of
Ms
Low
and
Mr
Hasker
are
outlined
below.

**Item

3.1:
Election
of
Robin
Low**

Ms
Low
was
appointed
to
fill
a
casual
vacancy
as
a
director
of
the
Company
on
30
October
2014.
Ms
Low
therefore
retires at
the
forthcoming
Annual
General
Meeting
in
accordance
with
the
Constitution
and
being
eligible,
has
offered
herself
for election.

Ms
Low
was
a
partner
at
PricewaterhouseCoopers
with
over
28
years’
experience
in
financial
services,
particularly insurance,
and
in
assurance
and
risk
management.
Ms
Low
is
a
member
of
the
Audit
and
Assurance
Standards
Board
and
is on
the
boards
of
a
number
of
not-‐for-‐profit
organisations
including
Sydney
Medical
School
Foundation,
Public
Education Foundation
and
Primary
Ethics.
Robin
holds
a
Bachelor
of
Commerce
from
The
University
of
New
South
Wales,
is
a
Fellow of
the
Institute
of
Chartered
Accountants
in
Australia,
and
is
a
Graduate
Member
of
the
Australian
Institute
of
Company Directors.
Ms
Low
is
also
a
Director
of
Austbrokers
Holdings
Limited
(ASX:
AUB),
CSG
Limited
(ASX:
CSV)
and
IPH
Limited (ASX:
IPH).
She
is
Chairman
of
the
Audit
and
Risk
Committee.

Item
3.1:
The
Board
unanimously
(other
than
Ms
Low)
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**Item

3.2:
Election
of
Stephen
Hasker**

Mr
Hasker
was
appointed
to
fill
a
casual
vacancy
as
a
director
of
the
Company
on
7
April
2015.
Mr
Hasker
therefore
retires at
the
forthcoming
Annual
General
Meeting
in
accordance
with
the
Constitution
and
being
eligible,
has
offered
himself
for election.

Mr.
Hasker
is
currently
the
Global
President
of
Nielsen,
overseeing
Nielsen’s
media
business
as
well
as
its
entire
global product
portfolio
across
the
media
and
consumer
sectors.
Prior
to
joining
Nielsen
in
2009,
he
was
a
partner
at
McKinsey
& Company’s
Global
Media,
Entertainment
and
Information
practice.
In
this
role
he
was
responsible
for
serving
clients
on issues
of
strategy,
growth
and
innovation
in
television,
syndicated
information,
filmed
entertainment,
sports
and
digital advertising.
Prior
to
McKinsey,
Mr.
Hasker
spent
five
years
in
several
financial
roles
in
the
U.S.,
Russia
and
Australia.

Mr.
Hasker
holds
an
economics
degree
from
the
University
of
Melbourne
and
has
an
MBA
and
a
Master’s
in
International Affairs,
both
with
honors,
from
Columbia
University.

Item
3.2:
The
Board
unanimously
(other
than
Mr
Hasker)
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**ITEM

4
–
Re-‐election
of
Directors**

Clause
68.2
of
the
Constitution
also
states
that
an
election
of
directors
must
be
held
at
each
Annual
General
Meeting.
The constitution
states
that
one-‐third
of
all
directors
must
retire
and
offer
themselves
for
re-‐election,
excluding
the
Managing Director
and
directors
appointed
during
the
year
by
the
Board.

If
no
directors
are
scheduled
to
be
elected
by
virtue
of
the ASX
Listing
Rules
or
the
constitution,
then
one-‐third
of
directors
must
still
retire
and
be
re-‐elected
by
the
members
of
the Company.
Normally,
this
would
be
the
director
(other
than
the
Managing
Director)
who
has
held
office
the
longest
since being
appointed
or
last
being
elected.

ASX
Listing
Rule
14.4
states
that
no
director
is
entitled
to
hold
office
without
re-‐election
past
the
third
AGM
following
the director’s
appointment
or
three
years,
whichever
is
longer.

Mr
Vonwiller,
Mr
Pulver
and
Mr
Samuel
have
all
been
directors
for
a
period
exceeding
3
years
and
thus
are
submitting themselves
for
re-‐election
at
this
meeting.

Page | 6

Details
of
these
directors
are
outlined
below.

**Item

4.1:
Re-‐election
of
Christopher
Vonwiller**

Mr
Vonwiller
holds
degrees
in
Science
and
Engineering
(Hons)
(University
of
Sydney),
MBA
(Macquarie
University)
He
is
the Non-‐Executive
Chairman
of
Appen
having
formerly
served
as
Appen
CEO
from
1999-‐2010.
Prior
to
joining
Appen,
Chris served
for
20
years
in
senior
executive
positions
with
the
Australian
telecommunications
carrier
Telstra
Corporation Limited,
playing
a
leading
role
in
the
development
and
deployment
of
innovative
internet
services,
multimedia,
and
pay television.
Chris
is
a
former
Chairman
of
the
Warren
Centre
for
Advanced
Engineering
at
The
University
of
Sydney.
For
his work
at
Appen,
Chris
was
named
an
Innovation
Hero
by
the
Warren
Centre
in
June
2007.

Mr
Vonwiller
is
Chairman
of
the
board.

Item
4.1:
The
Board
unanimously
(other
Mr
Vonwiller)
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**Item

4.2:
Re-‐election
of
William
Pulver**

Mr
Pulver
holds
a
BCom
(Marketing)
and
is
Non-‐Executive
Director
having
originally
joined
Appen
as
Chief
Executive
Officer ( CEO )
in
April
2010
overseeing
the
merger
of
Appen
and
Butler
Hill
in
2011.
In
January
2013,
Bill
transitioned
to
a
non-‐ executive
director
role
on
the
Appen
board,
after
taking
on
the
role
of
CEO
of
the
Australian
Rugby
Union.
Prior
to
joining Appen,
Bill
served
as
president
and
chief
executive
officer
of
NetRatings,
Inc.,
a
NASDAQ-‐listed
company,
headquartered
in New
York
and
specialising
in
Internet
media
and
market
research.
Bill
led
NetRatings
until
it
was
bought
by
The
Nielsen Company
in
June
2007
and
was
responsible
for
its
extensive
growth
through
organic
product
development
and acquisitions.

Mr
Pulver
is
Chairman
of
Nominations
and
Remuneration
Committee.

Item
4.2:
The
Board
unanimously
(other
Mr
Pulver)
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**Item

4.3:
Re-‐election
of
Jeremy
Samuel**

Mr
Samuel
holds
an
MBA,
BA
and
an
LLB.
He
has
been
a
Non-‐Executive
Director
of
Appen
since
October
2009
and
is
the founder
and
Managing
Director
of
Anacacia
Capital
Pty
Limited.
Jeremy
is
a
director
of
several
companies
in
which Anacacia’s
funds
has
invested,
including
Yumi’s
Quality
Foods
and
was
formerly
a
director
of
Rafferty’s
Garden,
Home Appliances
and
Lomb
Scientific.
Anacacia
Capital
Pty
Limited
is
the
fund
manager
of
the
Wattle
Fund
and
also
Anacacia Partnership
1LP
which
is
a
substantial
shareholder
in
Appen.

Item
4.3:
The
Board
unanimously
(other
Mr
Samuel)
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**ITEM

5:
Additional
10%
Placement
Capacity**

5.1 General

ASX
Listing
Rule
7.1A
provides
that
an
Eligible
Entity
may
seek
Shareholder
approval
at
its
annual
general
meeting
to
allow it
to
issue
Equity
Securities
up
to
10%
of
its
issued
capital
( 10%
Placement
Capacity ).
If
Shareholders
approve
the resolution
in
Item
5,
the
number
of
Equity
Securities
the
Company
may
issue
under
the
10%
Placement
Capacity
will
be determined
in
accordance
with
the
formula
prescribed
in
ASX
Listing
Rule
7.1A.2
(as
set
out
in
5.2
below).

The
Company
is
an
Eligible
Entity.
The
effect
of
the
resolution
in
Item
5
will
be
to
allow
the
Directors
to
issue
Equity Securities
up
to
10%
of
the
Company’s
fully
paid
ordinary
securities
on
issue
under
the
10%
Placement
Capacity
during
the period
up
to
12
months
after
the
meeting,
without
Shareholder
approval
and
without
using
the
Company’s
15%
annual placement
capacity
granted
under
Listing
Rule
7.1.

The
resolution
in
Item
5
is
a
special
resolution.
Accordingly,
at
least
75%
of
votes
cast
by
Shareholders
present
and
eligible to
vote
at
the
Meeting
must
be
in
favour
of
this
resolution
for
it
to
be
passed.

**5.2 10%

Placement
Capacity**

ASX
Listing
Rule
7.1A
came
into
effect
on
1
August
2012
and
enables
an
Eligible
Entity
to
seek
Shareholder
approval
at
its annual
general
meeting
to
issue
Equity
Securities
in
addition
to
those
under
the
Eligible
Entity’s
15%
annual
placement capacity.

An
Eligible
Entity
is
one
that,
as
at
the
date
of
the
relevant
annual
general
meeting:

Page | 7

(a) is
not
included
in
the
A&P/ASX
300
Index;
and
(b) has
a
maximum
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred settlement
basis)
of
$300,000,000.

The
Company
is
an
Eligible
Entity
as
it
is
not
included
in
the
A&P/ASX
300
Index
and
has
a
current
market
capitalisation
at the
13
April
2015
of
$68,068,410.

The
Equity
Securities
must
be
in
the
same
class
as
an
existing
class
of
quoted
Equity
Securities.
The
Company
currently
has two
classes
of
Equity
Securities
on
issue,
being
quoted
ordinary
shares
and
unlisted
options.

The
exact
number
of
Equity
Securities
that
the
Company
may
issue
under
an
approval
under
Listing
Rule
7.1A
is
outlined
in Listing
Rule
7.2A.2.
This
rule
provides
that
Eligible
Entities
which
have
obtained
Shareholder
approval
at
an
annual
general meeting,
may
issue
or
agree
to
issue,
during
the
12
month
period
after
the
date
of
the
annual
general
meeting,
a
number of
Equity
Securities
calculated
according
to
the
following
formula:

(A
x
D)
–
E

Where:

A is
the
number
of
Shares
on
issue
12
months
before
the
date
of
issue
or
agreement:

(a) plus
the
number
of
Shares
issued
in
the
previous
12
months
under
an
exception
in
ASX
Listing
Rule
7.2;
(b) plus
the
number
of
partly
paid
shares
that
became
fully
paid
in
the
previous
12
months;
(c) plus
the
number
of
Shares
issued
in
the
previous
12
months
with
approval
of
holders
of
Shares
under Listing
Rules
7.1
and
7.4.
This
does
not
include
an
issue
of
fully
paid
ordinary
shares
under
the
entity’s 15%
placement
capacity
without
shareholder
approval;
and
(d) less
the
number
of
Shares
cancelled
in
the
previous
12
months.
D is
10%
E is
the
number
of
Equity
Securities
issued
or
agreed
to
be
issued
under
ASX
Listing
Rule
7.1A.2
in
the
12
months before
the
date
of
issue
or
agreement
to
issue
that
are
not
issued
with
the
approval
of
holders
of
ordinary
shares under
ASX
Listing
Rule
7.1
or
7.4.

**5.3 Technical

information
required
by
ASX
Listing
Rule
7.1A**

Pursuant
to
and
in
accordance
with
ASX
Listing
Rule
7.3A,
the
information
below
is
provided
in
relation
to
this
resolution.

**(a) Minimum

Price**

The
minimum
price
at
which
the
Equity
Securities
may
be
issued
is
75%
of
the
volume
weighted
average
price
of Equity
Securities
in
that
class,
calculated
over
the
15
ASX
trading
days
on
which
trades
in
that
class
were
recorded immediately
before:

(i) the
date
on
which
the
price
at
which
the
Equity
Securities
are
to
be
issued
is
agreed;
or
(ii) if
the
Equity
Securities
are
not
issued
within
5
(five)
ASX
trading
days
of
the
date
in
paragraph
5.3(a)(i), the
date
on
which
the
Equity
Securities
are
issued.

**(b) Date

of
Issue**

The
Equity
Securities
may
be
issued
under
the
10%
Placement
Capacity
commencing
on
the
date
of
the
Meeting and
expiring
on
the
first
to
occur
of
the
following:

(i) 12
months
after
the
date
of
this
Meeting;
and
(ii) the
date
of
approval
by
Shareholders
of
any
transaction
under
ASX
Listing
Rules
11.1.2
(a
significant change
to
the
nature
or
scale
of
the
Company’s
activities)
or
11.2
(disposal
of
the
Company’s
main undertaking)
(after
which
date,
an
approval
under
Listing
Rule
7.1A
ceases
to
be
valid).

**(10%

Placement
Capacity
Period).**

Page | 8

Any
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
will
dilute
the
interests
of
Shareholders
who
do not
receive
any
Shares
under
the
issue.

If
the
resolution
in
Item
5
is
approved
by
Shareholders
and
the
Company
issues
the
maximum
number
of
Equity Securities
available
under
the
10%
Placement
Capacity,
the
economic
and
voting
dilution
of
existing
Shares
would be
as
shown
in
the
table
below.

The
table
below
shows
the
dilution
of
existing
Shareholders
calculated
in
accordance
with
the
formula
outlined
in ASX
Listing
Rule
7.1A2,
on
the
basis
of
the
current
market
price
of
Shares
and
the
current
number
of
Equity Securities
on
issue
as
at
the
date
of
this
Notice.

The
table
also
shows
the
voting
dilution
impact
where
the
number
of
Shares
on
issue
(Variable
A
in
the
formula) changes
and
the
economic
dilution
where
there
are
changes
in
the
issue
price
of
Shares
issued
under
the
10% Placement
Capacity.

Number of Shares on Issue		Dilution	Dilution
	Issue Price (per Share)	$0.355 (50% decrease in current market price)	$0.71 (Current market price)	$1.42 (100% increase in current market price)
95,871,001 (Current Variable A)	Shares issued – 10% voting dilution	9,587,100	9,587,100	9,587,100
	Funds raised	$3,403,420	$6,806,841	$13,613,682
143,806,502 (50% increase in Variable A) *	Shares issued – 10% voting dilution	14,380,650	14,380,650	14,380,650
	Funds raised	$5,105,131	$10,210,262	$20,420,523
191,742,002 (100% increase in Variable A)*	Shares issued – 10% voting dilution	19,174,200	19,174,200	19,174,200
	Funds raised	$6,806,841	$13,613,682	$27,227,364

The
number
of
shares
on
issue
(Variable
A
in
the
formula)
could
increase
as
a
result
of
the
issue
of
shares
that
do not
require
Shareholder
approval
(such
as
under
a
pro-‐rata
rights
issue
or
scrip
issue
under
a
takeover
offer)
or
that are
issued
with
Shareholder
approval
under
Listing
Rule
7.1.

**The

table
above
has
been
prepared
on
the
following
assumptions:**

Variable
A
is
95,871,001
which
is
the
shares
currently
on
issue.
The
market
price
set
out
above
is
the
closing
price
of
the
Shares
on
the
ASX
on
13
April
The
Company
issues
the
maximum
possible
number
of
shares
under
the
10%
Placement
Capacity.
The
Company
has
not
issued
any
other
Equity
Securities
in
the
12
months
prior
to
the
Meeting
that
were
not issued
under
an
exception
in
ASX
Listing
Rule
7.2.
The
issue
of
Equity
Securities
under
the
10%
Placement
Capacity
consists
only
of
Shares.
The
calculations
above
do
not
show
the
dilution
that
any
one
particular
Shareholder
will
be
subject
to.

All Shareholders
should
consider
the
dilution
caused
to
their
own
shareholding
depending
on
their
specific circumstances.

This
table
does
not
set
out
any
dilution
pursuant
to
approvals
under
ASX
Listing
Rule
7.1.
The
10%
voting
dilution
reflects
the
aggregate
percentage
dilution
against
the
issued
share
capital
at
the
time of
issue.
This
is
why
the
voting
dilution
is
shown
in
each
example
as
10%.
The
table
does
not
show
an
example
of
dilution
that
may
be
caused
to
a
particular
Shareholder
by
reason
of placements
under
the
10%
Placement
Capacity,
based
on
that
Shareholder’s
holding
at
the
date
of
the Meeting.

Shareholders
should
note
that
there
is
a
risk
that:

Page | 9

(i) the
market
price
for
the
Company’s
Shares
may
be
significantly
lower
on
the
issue
date
than
on
the
date
of the
Meeting;
and
(ii) the
Shares
may
be
issued
at
a
price
that
is
at
a
discount
to
the
market
price
for
those
Shares
on
the
date
of issue.

**(d) Purpose

of
issue
under
10%
Placement
Capacity**

The
Company
may
seek
to
issue
Equity
Securities
under
the
10%
Placement
Capacity
for
the
following
purposes:

(i) as
cash
consideration
in
which
case
the
Company
intends
to
use
funds
raised
for
working
capital purposes
or
potential
acquisitions;
or

(ii) as
non-‐cash
consideration
for
services,
equipment
or
product.

In
such
circumstances
the
Company will
provide
a
valuation
of
the
non-‐cash
consideration
as
required
by
Listing
Rule
7.1A.3.
The minimum
issue
price
limitation
as
set
out
in
Listing
Rule
7.1A
.3
applies
to
issues
for
non-‐cash consideration.

The
Company
will
comply
with
the
disclosure
obligations
under
Listing
Rules
7.1A4
and
3.10.5A
upon
issue
of
any Equity
Securities.

**(e) Allocation

under
the
10%
Placement
Capacity**

The
allottees
of
the
Equity
Securities
to
be
issued
under
the
10%
Placement
Capacity
have
not
yet
been determined.
However,
the
allottees
of
Equity
Securities
could
consist
of
current
Shareholders
or
new
investors
(or both).

The
Company
will
determine
the
allottees
at
the
time
of
the
issue
under
the
10%
Placement
Capacity,
having regard
to
the
following
factors:

(i) The
purpose
of
the
issue;
(ii) Alternative
methods
for
raising
funds
available
to
the
Company
at
that
time,
including,
but
not
limited
to, an
entitlement
issue
or
other
offer
where
existing
Shareholders
may
participate;
(iii) The
effect
of
the
issue
of
the
Equity
Securities
on
the
control
of
the
Company;
(iv) the
circumstances
of
the
Company,
including,
but
not
limited
to,
the
financial
position
and
solvency
of
the Company;
(v) prevailing
market
conditions;
and
(vi) advice
from
corporate,
financial
and
broking
advisers
(if
applicable).

**(f) Previous

Approval
under
ASX
Listing
Rule
7.1A**

The
Company
has
not
previously
obtained
approval
under
ASX
Listing
Rule
7.1A.

**(g) Compliance

with
ASX
Listing
Rules
7.1A.4
and
3.10.5A**

When
the
Company
issues
Equity
Securities
pursuant
to
the
10%
Placement
Capacity,
it
will
give
to
ASX:

(i) a
list
of
the
allottees
of
the
Equity
Securities
and
the
number
of
Equity
Securities
allotted
to
each
(not
for release
to
the
market),
in
accordance
with
Listing
Rule
7.1A.4;
and
(ii) the
information
required
by
Listing
Rule
3.10.5A
for
release
to
the
market.

**5.4 Voting

Exclusion
Statement**

The
Company
will
disregard
any
votes
cast
on
Item
5
by
any
person
who
may
participate
in
the
issue
of
Equity
Securities under
this
item
and
a
person
who
might
obtain
a
benefit,
except
a
benefit
solely
in
the
capacity
of
a
holder
of
ordinary securities,
if
the
resolution
is
passed
and
any
associates
of
those
persons.
However
the
Company
will
not
disregard
a
vote if
it
is
cast
by
a
person
who
is
entitled
to
vote,
in
accordance
with
the
directions
on
the
Proxy
Form,
or,
it
is
cast
by
the person
chairing
the
meeting
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
Proxy
Form to
vote
as
the
proxy
decides.

Page | 10

As
at
the
date
of
this
Notice,
the
Company
has
not
invited
any
existing
Shareholder
to
participate
in
an
issue
of
Equity Securities
under
ASX
Listing
Rule
7.1A.
Therefore,
no
existing
Shareholders
will
be
excluded
from
voting
on
the
resolution in
Item
5.

Item
5:
The
Board
unanimously
recommends
that
Shareholders
vote
in
favour
of
this
resolution.

**ITEM

6
–
Approval
of
the
Appen
Equity
Incentive
Plan
and
the
subsequent
issue
of
securities
under
that
plan**

6.1 Background

In general,
without
Shareholder
approval,
ASX
Listing
Rule
7.1
prohibits
the
Company
issuing
equity
securities,
which
in aggregate
exceed
15%
of
the
fully
paid
ordinary
share
capital
of
the
Company
in
a
12
month
period. Exception
9
to
ASX
Listing
Rule
7.2
provides
that
ASX
Listing
Rule
7.1
does
not
apply
in
respect
of
the
issue
of
securities
by the
Company
under
an
employee
incentive
scheme
(such
as
the
Employee
Share
Plan),
if
within
3
years
before
the
date
of issue
of
the
relevant
securities,
the
Shareholders
have
approved
the
issue
of
securities
under
that
employee
incentive scheme.

The
Company
proposes
to
establish
the
Appen
Equity
Incentive
Plan
and
wishes
to
exclude
issues
of
securities
under
the Equity
Incentive
Plan
from
the
limit
in
ASX
Listing
Rule
7.1
on
issuing
securities.
The
Shares
which
may
be
granted
under the
Equity
Incentive
Plan
will
form
part
of
eligible
employees’
remuneration
packages,
and
are
intended
to
provide
an incentive
to
those
eligible
employees
and
to
recognise
their
contribution
to
the
Company's
success. The
Directors
consider
that
the
incentive
represented
by
securities
issued
under
the
Equity
Incentive
Plan
is
a
cost
effective and
efficient
incentive
offered
by
the
Company
when
compared
with
alternative
forms
of
incentive
such
as
cash
bonuses or
increased
remuneration.

Shareholder
approval
of
the
Equity
Incentive
Scheme
has
not
previously
been
sought,
and
no
securities
have
been
issued under
the
Equity
Incentive
Plan.

Accordingly,
Resolution
6
seeks
the
approval
by
Shareholders
pursuant
to
Exception
9
to
ASX
Listing
Rule
7.2
for
the
issue of
securities
under
the
Equity
Incentive
Scheme.

**6.2 Summary

of
the
terms
of
the
Appen
Equity
Incentive
Plan**

A
summary
of
the
terms
of
the
Equity
Incentive
Plan
is
set
out
below.
A
full
copy
of
the
Equity
Incentive
Plan
Terms
and Conditions
are
available
on
the
Company's
website
and
as
an
annexure
to
this
Notice.

Under
the
Equity
Incentive
Plan,
the
Board
may,
from
time
to
time,
issue
Shares,
Rights
or
Options
( Plan
Interest )
to 'Eligible
Persons',
being
employees
contractor,
consultant
or
executive
director’s
of
the
Company
and
its
subsidiaries provided
the
issue
of
Shares
meets
certain
qualifying
requirements,
including
certain
conditions
under
the
Tax
Act.
These include: -‐ the
Equity
Incentive
Plan
must
be
operated
on
a
‘non-‐discriminatory
basis’ -‐ the
terms
of
Plan
Interests
issued
under
the
Equity
Incentive
Plan
are
set
in
accordance
with
the
offer
details.
For Rights
and
Options,
there
are
vesting
periods
that
are
required
to
be
met
before
the
Shares
are
issued
or
Options are
exercisable.
In
respect
to
Options,
the
period
required
will
be
period
of
four
years
from
the
date
of
exercise. These
periods
may
change
due
to
end
of
employment
with
the
Company
as
a
result
of
death
or
other
special circumstances
as
determined
by
the
Board.
-‐ the
Equity
Incentive
Plan
cannot
include
any
condition
that
constitutes
a
real
risk
of
the
holder
forfeiting
or
losing their
Plan
Interest
(
other
than
by
disposing
of
them).

Plan
Interests
may
be
issued
under
the
Equity
Incentive
Plan
for
nil
consideration
or
the
Board
may
determine
that
a
price be
payable
by
the
Eligible
Persons
for
the
Shares.

The
Board
may
at
its
discretion
(but
subject
to
meeting
the
conditions
under
the
Tax
Act)
determine
which
Eligible
Persons will
be
offered
securities
under
the
Equity
Incentive
Plan,
and
the
number
of
Plan
Interests
offered
to
each
such
Eligible Person.

Invitations
to
Eligible
Persons
to
apply
for
Plan
Interests
are
to
be
made
in
writing
and
Eligible
Persons
who
wish
to
make an
application
must
do
so
in
writing.

The
Shares
allotted
under
the
Plan
will
be
of
the
same
class
currently
on
issue
(ordinary
shares)
and
will
rank
equally
with Shares
in
the
Company
at
the
date
of
issue.
Holders
are
entitled
to
receive
any
dividend
paid
on
Shares
and
to
exercise
all voting
rights
attaching
to
those
Shares.

Page | 11

The
Company
will
apply
to
the
ASX
for
official
quotation
of
any
new
Shares
issued
under
the
Equity
Incentive
Plan
and
also for
new
Shares
issued
as
a
result
of
the
exercise
of
Options
or
Performance
Rights
issued
under
the
Equity
Incentive
Plan.

The
Company
will
impose
a
holding
lock
(if
required)
with
the
Company’s
Share
Registry
to
enforce
the
transfer
restriction, and
holders
of
Shares
issued
under
the
Equity
Incentive
Plan
will
not
be
able
to
trade
the
Shares
until
the
holding
lock
is lifted
by
the
Company.

**Voting

exclusion**

The
Company
will
disregard
any
votes
cast
on
the
proposed
Item
6
by
any
Director
of
the
Company
(except
one
who
is ineligible
to
participate
in
the
Equity
Incentive
Plan)
and
any
associate
of
any
such
persons.
However,
the
Company
need not
disregard
a
vote
if:

a) it
is
cast
by
a
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
the
directions
on
the
Proxy
Form; or
b) it
is
cast
by
the
Chairman
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance
with
a
direction
on
the
Proxy Form
to
vote
as
the
proxy
does.

Item
6:
The
Board
unanimously
(other
than
Ms
Braden-‐Harder)
recommends
that
Shareholders
vote
in
favour
of
this resolution.

**Chairman’s

Voting
Intention**

The
Chairman
of
the
Meeting
intends
to
vote
all
available
proxies
in
favour
of
all
resolutions.

Page | 12

GLOSSARY

10%
Placement
Capacity has
the
meaning
given
in
section
5.2
of
the
Notice

$ means

Australian
Dollars

AEST means
Australian
Eastern
Standard
Time
as
observed
in
Sydney,
Australia.

Annual
General
Meeting or Meeting means
the
meeting
convened
by
the
Notice

ASX means
ASX
Limited

ASX
Listing
Rules means
the
Listing
Rules
of
the
ASX.

Board means
the
current
board
of
directors
of
the
Company.

Closely
Related
Party has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.

Company means
Appen
Limited
(ACN
138
878
298)

Constitution means
the
Company’s
Constitution.

Corporations
Act means
the Corporations
Act
2001 (Cth).

Directors means
the
current
directors
of
the
Company.

Eligible
Entity means
an
entity
that
at
the
date
of
the
relevant
General
Meeting:

(a) is
not
included
in
the
A&P/ASX
300
Index;
and
(b) Has
a
market
capitalisation
(excluding
restricted
securities
and
securities
quoted
on
a
deferred
settlement
basis)
of $300,000,000.

Equity
Securities includes
a
Share,
a
right
to
a
Share
or
Option,
an
Option,
a
convertible
security
and
any
security
that
ASX decides
to
classify
as
an
Equity
Security.

Explanatory
Notes means
the
Explanatory
Notes
accompanying
the
Notice.

Key
Management
Personnel has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act.

Notice or Notice
of
Meeting or Notice
of
Annual
General
Meaning means
this
notice
of
annual
general
meaning
and
the explanatory
notes
accompanying
the
Notice
and
the
Proxy
Form.

Option means
an
option
to
acquire
a
Share.

Proxy
Form means
the
proxy
form
accompanying
the
Notice.

Remuneration
Report means
the
remuneration
report
set
out
in
the
Director’s
Report
section
of
the
Company’s
annual financial
report
for
the
year
ended
31
December
2014.

Resolutions means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires.

Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.

Shareholder means
a
holder
of
a
Share.

Page | 13

APPEN LIMITED

EQUITY INCENTIVE PLAN - TERMS & CONDITIONS

1. INTRODUCTION

1.1 Object of the Terms & Conditions

These Terms & Conditions are the overarching terms and conditions that apply to all Plans other than any equity plan to which Board determines they should not apply.

Purpose of the Plans

The purpose of each Plan is:

(1) to provide Eligible Persons with an incentive plan which recognises ongoing contribution to the achievement by the Company of its strategic goals thereby encouraging the mutual interdependence of Participants and the Company;
(2) to establish an employee share scheme within the meaning of Division 83A of the Tax Act and ASIC Class Order 14/1000 (as applicable) (to the extent the employee share scheme provisions of the Tax Act and ASIC Class Order 14/1000 may be applicable to current or future plans);
(3) to align the interests of Participants with shareholders of the Company through the sharing of a personal interest in the future growth and development of the Company as represented in the price of the Company’s ordinary fully paid shares;
(4) to encourage Eligible Persons to improve the performance of the Company and its total return to Shareholders; and
(5) to provide a means of attracting and retaining skilled and experienced employees.

2. DEFINITIONS AND INTERPRETATION

Definitions

In this document, unless the context requires otherwise:

Administrator means any person engaged by the Board to carry out the day-to-day administration of the Plans as contemplated by Rule 8.2(6).

Application Form means the form that the Board determines from time to time is to be used by an Eligible Person to make an offer to participate in a Plan.

ASIC means the Australian Securities and Investments Commission.

ASIC Class Order 14/1000 means Class Order 14/1000 as issued by ASIC and updated or replaced from time to time;

ASX Settlement Operating Rules means the operating rules of ASX Settlement Pty Limited ABN 49 008 504 532.

ASX means ASX Limited ABN 98 008 624 691 or the securities market which it operates, as the context requires.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

Board means the Board of Directors of the Company or any Committee of the Board or any person to whom any authority has been delegated under clause 8.2(4).

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in New South Wales, Australia.

Company means Appen Limited ABN 60 138 878 298.

Constitution means the constitution of the Company.

Control of an entity means having the right:

(1) to vote 50% (or more) of the votes that can be cast on the election or removal of the entity’s directors;
(2) to appoint or remove directors who possess 50% (or more) of the votes exercisable by all directors of the entity; or
(3) to 50% (or more) of the profits or distributions of the entity or of its net liquidation proceeds.

For this definition, if the entity does not have a Board of Directors, ‘director’ means a member of the entity’s governing body with a role similar to a Board of Directors.

Control Event means any of the following:

(1) an offer is made by a person for the whole of the issued ordinary share capital of the Company (or any part as is not at the time owned by the offeror or any person acting in concert with the offeror) and after announcement of the offer the offeror (being a person who did not Control the Company prior to the offer) acquires Control of the Company; or
(2) any other event which the Board reasonably considers should be regarded as a Control Event.

Corporations Act means the Corporations Act 2001 (Cth).

Date of Registration means with respect to a Plan Interest, the date that a Participant acquires a legal or beneficial interest.

Deferred Share Plan means a Plan to which Subdivision 83A-C of the Tax Act applies to allow deferral of income (subject to the conditions in the Tax Act as amended from time to time), and may include a Salary Sacrifice Plan.

Disposal Restrictions means, in relation to a Plan Share, the restrictions (if any) determined by the Board at the time of offer of that Plan Share that must be satisfied before the Plan Share may be Disposed of by a Participant.

Dispose means, in relation to a Plan Share, sell, transfer, grant an option over, create a Third Party Right in, deal with or otherwise dispose of the Plan Share or Share (as the case may be) or any interest in the Plan Share.

Eligible Person means an employee, contractor, consultant or executive director of the Group or any other person whom the Board determines to be eligible to participate in the Plans from time to time and who is not prohibited from participating in the Plans by virtue of these Terms & Conditions.

Employee Share Scheme has the meaning given to it in the Tax Act.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

Exempt Share Plan means a Plan under which an Eligible Person is offered Plan Shares not exceeding a total value of $1,000 or such other amount as permitted under the Tax Act (as amended from time to time) that may be reduced from the assessable income of that Eligible Person for the income year in which the Eligible Person acquires those Plan Shares.

Exercise Price means the price payable (if any) per Share to exercise an Option or a Right.

Expiry Date means the date on which a Plan Interest lapses, or the date determined by a method of calculating when a Plan Interest lapses, as specified at the time of the offer.

Forfeiture Conditions means, in relation to a Plan Interest, the conditions (if any) determined by the Board at the time of offer of that Plan Interest that will result in forfeiture of the Plan Interest.

Group means the Company and any Subsidiary of the Company.

Holding Lock has the same meaning as in the Listing Rules.

Holding Lock Period means the period commencing on the Date of Registration and expiring on the date as determined by the Board at the time of offer of the Plan Share, such as removal of the Holding Lock or satisfaction of the Disposal Restrictions.

Invitation means an invitation made in accordance with clause 3.1(1) and clause 3.2.

Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction, including common law and equity, as applicable from time to time.

Legal Personal Representative means:

(a) the executor of the will or an administrator of the estate of a deceased person;
(b) the trustee of the estate of a person under a legal disability; or
(c) any beneficiary of the estate of the deceased person as nominated by the executor, administrator or trustee.

Listing Rules means the official listing rules of the ASX, as they apply to the Company from time to time.

Option means an option to acquire Shares, subject to these Terms & Conditions and any Vesting Conditions and payment of any Exercise Price as specified at the time of the offer of the option.

Participant means a person who acquires a legal or beneficial interest in Plan Interests under a Plan and includes the Legal Personal Representative of the person.

Performance Conditions means, in relation to a Plan Interest, the conditions (if any) determined by the Board that must be satisfied in the Performance Period.

Performance Period means, in relation to a Plan Interest, the period determined by the Board.

Permanent Disability means, in relation to a Participant, the inability, by reason of physical condition, mental illness or accident, of the Participant to perform substantially all of the duties of the position in which the Participant has been employed or appointed (as determined by the Board).

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

Plan or Plans means:

(1) any equity incentive scheme; and
(2) any Employee Share Scheme

established by the Board and operated in accordance with these Terms & Conditions (and for the avoidance of doubt, also in accordance with any additional rules made pursuant to clause 8.2(1)), including but not limited to an Exempt Share Plan, a Salary Sacrifice Plan and/or a Deferred Share Plan.

Plan Interest means a Share, Option or Right allocated under a Plan.

Plan Share means a Share allocated under a Plan and which remains subject to these Terms and Conditions.

Qualifying Reason means, in relation to a Participant, the cessation of employment of the Participant with the Group due to his or her death or Permanent Disability or any other reason determined by the Board from time to time.

Right means, without limiting the operation of clause 6.3, a non-transferable right to receive, subject to these Terms & Conditions and any Vesting Conditions, the number of Shares specified at the time of the offer of the right.

Salary Sacrifice Plan means a Plan:

(1) which is intended to be subject to the deferred taxation arrangements as permitted under the Tax Act and to which Subdivision 83A-C of the Tax Act applies (subject to the requirements of the Tax Act as amended from time to time); and
(2) under which the total market value of the Plan Interests that may be acquired by an Eligible Person under any Plans during the year does not exceed $5,000 (or such other amount as prescribed by the Tax Act as amended from time to time).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Subsidiary has the meaning given to it in the Corporations Act.

Tax includes any tax (whether direct or indirect), levy, impost, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing.

Tax Act means the Income Tax Assessment Act 1997 (Cth) and any amendments to that Act or any additional legislation which applies to Employee Share Schemes.

Terms & Conditions means these terms and conditions governing the Plans as amended from time to time pursuant to clause 8.1, and includes any additional rules made pursuant to clause 8.2(1) or contained within any offer letter or Invitation.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

Third Party Right means:

(1) any third party interest, including a mortgage, charge, assignment by way of security, lien, pledge, hypothecation, title retention arrangement, preferential right or a trust arrangement;
(2) any arrangement having a commercial effect equivalent to anything in (a); and
(3) any agreement to create an interest described in (a) or an arrangement described in (b).

Trading Policy means the Company’s Securities Dealing Policy (as amended from time to time) that has been released to the ASX under ASX Listing Rule 12.10.

Vesting Conditions means the combination of any Performance Conditions and any Forfeiture Conditions.

Vesting Date means the date on which Vesting Conditions are satisfied or determined by the Board to be satisfied.

2.2 Interpretation

In these Terms & Conditions, unless the context otherwise requires:

(1) a reference to any thing (including an amount or a provision of these Terms & Conditions) is a reference to the whole and each part of it;
(2) the singular includes the plural, and vice versa;
(3) the word ‘person’ includes an individual, a body corporate, a firm, an unincorporated body, a society, an association and an authority;
(4) a reference to a particular person includes their legal personal representatives, administrators, successors, substitutes and permitted assigns;
(5) a reference to ‘ costs ’ includes charges, expenses and legal costs;
(6) a reference to a ‘ clause ’ in these Terms & Conditions, ‘ a rule ’ or ‘ additional rules ’ is the clause, the rule or rules (as the case may be) as amended or replaced;
(7) a reference to a document or an agreement is to that document or agreement as amended or replaced;
(8) a reference to ‘dollars’, ‘$‘ or ‘A$’ is to the lawful currency of Australia;
(9) a time means that time in Victoria, Australia;
(10) a reference to a day or a month means a calendar day or calendar month but Business Day has that meaning given to it in clause 2.1;
(11) if a period of time starts from a given day (or event), it is to be calculated exclusive of that day (or the day the event occurs);
(12)
the masculine includes the feminine, and vice versa; and
(13) the meaning of any general language is not restricted by any accompanying example and the words ‘includes’, ‘including’ ‘such as’ or ‘for example’ (or similar phrases) are not words of limitation.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

2.3 Headings

Headings in this document are for convenience only and do not affect its meaning.

2.4 Omission of certain provisions

If (but for this clause) a provision of this document would be illegal, void or unenforceable or contravene the law, this document is to be interpreted as if the provision was omitted.

3. OPERATION OF THE PLAN

3.1 Invitation to participate

Subject to these Terms & Conditions, the Board may from time to time do all or any of the following under the Plan:

(1) invite an Eligible Person to acquire Plan Interests;
(2) grant Plan Interests to an Eligible Person;

as part of the Eligible Person’s remuneration.

3.2 Form of invitation

An invitation made under clause 3.1 shall be in such form and content and subject to such conditions and rules as the Board determines, including, if applicable:

(1) either:
(1) the number or value of Plan Interests to which the invitation relates; and/or
(2) the basis on which the number or value of Plan Interests to which the invitation relates is to be determined;
(2) either:
(1) the date on which the Plan Interests will be allotted; and/or
(2) the basis on which the date on which the Plan Interests will be acquired is to be determined;
(3) either:
(1) the amount payable by the Eligible Person (if any) to acquire Plan Interests; and/or
(2) the basis on which the amount payable by the Eligible Person (if any) to acquire Plan Interests is to be determined;
(4) the Performance Period (if any);
(5) the Performance Conditions (if any);
(6) the Forfeiture Conditions (if any);
(7) the Disposal Restrictions (if any);

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

(8) the Holding Lock Period (if any);
(9) the Expiry Date (if any);
(10) the Exercise Price (if any); and
(11) any other matters required to be specified at the time of the offer by either the Corporations Act or the Listing Rules.

3.3 Acceptance of an Invitation

(1) Acceptance of an Invitation must be made in accordance with the instructions that accompany the Invitation, or in any other way the Board determines.
(2) The Board may only allow the participation of an Eligible Person where that Eligible Person continues to satisfy any relevant conditions imposed by the Board (which may include, without limitation, that the Eligible Person continues to be an employee of the Group at the time of the grant of Plan Interests).
(3) Nothing limits the Board’s ability to treat the conduct of an Eligible Person in respect of an Invitation (including the failure of an Eligible Person to lodge an election not to participate within the time specified in the instructions accompanying the Invitation) as valid acceptance of that Invitation under these Terms & Conditions.

3.4 Plan Interests subject to the Terms & Conditions

Generally, Plan Interests will be subject to these Terms & Conditions until such time as the Plan Interest:

(1) is registered in the name of the Participant; and
(2) is not subject to any Vesting Conditions; and
(3) is not subject to a Holding Lock; and
(4) is not subject to any Disposal Restrictions.

3.5 Binding nature of these Terms & Conditions

The Plans shall operate in accordance with these Terms & Conditions, which bind the Company and each Participant.

3.6 Issue or On-Market Acquisition

Plan Shares or Shares (as the case may be) may be delivered to a Participant by, at the absolute discretion of the Board, the issue, transfer and/or purchase of Plan Shares or Shares (as the case may be) on behalf of the Participant.

3.7 Trustee

The Company may appoint a trustee on terms and conditions which it considers appropriate to acquire and hold Plan Shares or Shares (as the case may be) either on behalf of Participants or for the purpose of a Plan.

3.8 Ranking of Plan Shares

Plan Shares will rank equally with all existing Shares on and from the Date of Registration in respect of all Shareholder entitlements (including rights issues, bonus issues and dividends) which have a record date for determining entitlements on or after the date of issue of those Plan Shares.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

3.9 Quotation

Where Plan Shares or Shares (as the case may be) acquired under the Plans are not yet quoted on the official list of ASX, the Company must apply for quotation of those Plan Shares or Shares (as the case may be) on the official list of ASX as soon as practicable after the acquisition of those Plan Shares or Shares (as the case may be), so long as the Plan Shares or Shares (as the case may be) are quoted on the official list of ASX at that time.

The Company will not seek official quotation by ASX of any Rights or Options.

4. LIMITATIONS ON OFFERS OF PLAN INTERESTS

4.1 Overriding Restrictions

Notwithstanding anything else in these Terms & Conditions, the Plans must be operated in accordance with the Constitution, any Law, the Listing Rules and the ASX Settlement Operating Rules.

4.2 No assignment

Unless the Board determines otherwise, a Participant must not assign to any other person any of their legal or equitable rights to Plan Interests, except a Participant’s Legal Personal Representative, to be delivered Shares upon vesting of Rights or exercise of Options.

4.3 No Disposal of Shares

Participants must not Dispose of any Plan Share until the removal of any Disposal Restrictions.

4.4 Lapse of Plan Interests

Subject to the rules of any relevant Plan, a Plan Interest will lapse upon the earliest to occur of:

(1) the expiry date;

(2) failure to meet a Performance Condition applicable to the Plan Interest within the applicable Performance Period; or
(3) the occurrence of a Forfeiture Condition.

4.5 Effect of lapse

On a Plan Interest lapsing, all rights of a Participant under the relevant Plan in respect of that Plan Interest cease and no consideration or compensation will be payable for or in relation to that lapse.

5. STATEMENT OF PLAN INTERESTS

If applicable, as soon as practicable after the allotment of Plan Interests, the Company must forward to the Participant a statement which will include all relevant information in relation to the offer of Plan Interests and any information required by any Law.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

6. VESTING AND CONVERSION

6.1 No Interest

A grant of Rights or Options does not confer any legal or equitable interests in Plan Shares or Shares (as the case may be) represented by the Rights or Options until the relevant Vesting Date and any exercise or conversion to Plan Shares or Shares (as the case may be) has been completed.

6.2 Vesting and Exercise of Rights or Options

The vesting, exercise or conversion of any Right or Option will only occur in accordance with the terms of the relevant offer of the Right or Option.

6.3 Discretion to make cash payment

(1) The Board may determine in its absolute discretion that a vested Right will be satisfied by the Company making a cash payment to the Participant in lieu of allocating Shares to the Participant;
(2) Where the Board exercises its discretion under this clause, the Company must pay to the Participant, as soon as reasonably practicable, an amount in Australian dollars (or any other currency determined by the Board in its absolute discretion) calculated by:
(i) multiplying the number of vested Rights by the volume weighted average price of the Shares over the 5 days prior to the date determined by the Board for calculation under this clause; and
(ii) deducting and remitting to the ATO any related Tax liability.

6.4 Waiver, amendment or replacement

The Board may waive, amend or replace any performance measure in a Performance Condition attaching to a Right or Option if the Board determines that the relevant Performance Condition is no longer appropriate or applicable, provided that the interests of the relevant Participant are not, in the opinion of the Board, materially prejudiced or advantaged relative to the position reasonably anticipated at the time of the grant.

6.5 Cessation of Employment

Unless the Board determines otherwise, either prior to, or within three months of the date of cessation of employment, where a Participant ceases to be an employee of the Group all unvested Plan Interests held by the Participant, or on the Participant’s behalf, will lapse or be forfeited, as the case may be.

Where the Board exercises its discretion under clause 6.5, it will give written notice to the Participant of its decision and the impact on the Participant’s Plan Interests and any other information required by law.

6.6 Where, in the opinion of the Board, a Participant acts fraudulently or dishonestly, or is in breach of his or her obligations to the Company, any:
(a) unvested Plan Interests held by the Participant;
(b) vested but unexercised Options held by the Participant; and/or
(c) Plan Shares,

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

will lapse or are deemed to be forfeited (as the case may be) immediately, unless the Board determines otherwise.

6.6 Trading Policy

Participants must comply with the Company's Trading Policy (including insider trading laws and restrictions) in relation to the sale of any Shares acquired on vesting and/or exercise of a Right or Option.

7. PRO-RATA ISSUES, RECONSTRUCTIONS OF CAPITAL AND TAKEOVERS

7.1 Subject to clause 7.3, in respect of a Right or Option, a Participant may not participate in:
(a) new issues of Shares to Shareholders;
(b) bonus issues of Shares or other securities to Shareholders; or
(c) any pro-rata issue of Shares or other securities pro-rata to Shareholders,

unless the Option is exercised or the Right is converted into Shares or Plan Shares (as the case may be), in each case before the record date for the relevant issue.

7.2 Reconstructions

In the event of any reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of the share capital of the Company, the number of Shares or Plan Shares that may be acquired by each Participant and/or the consideration (for example, Exercise Price) (if any) payable by the Participant for the acquisition of the Shares or Plan Shares (as the case may be), must be reconstructed to the extent necessary to comply with the Listing Rules as they apply at the relevant time, and in a manner that does not result in any additional benefits being conferred on Participants that are not conferred on Shareholders. However in all other respects, the terms for the conversion of Rights or Options will remain unchanged.

7.3 Bonus issues

If, prior to the exercise of an Option, the Company makes a bonus issue to the holders of its Shares, and the Option is not exercised prior to the record date in respect of that bonus issue, the Option will, when exercised, entitle the holder to one Share plus the number of bonus shares which would have been issued to the holder if the Option had been exercised prior to the record date.

7.4 Pro-rata Issues

If, prior to the exercise of an Option, the Company makes a pro-rata offer of Shares to Shareholders, and the Option is not exercised prior to the record date in respect of that offer, the exercise price of the Option will be adjusted in accordance with the formula in the Listing Rules.

7.5 Change of Control

If there is a Control Event, the Board may in its discretion give written notice to Participants of the Control Event and:

(a) convert all or any of the Participant’s Rights to Shares whether or not the Performance Conditions have been met; and/or

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

(b) permit the exercise of some or all Options whether or not the Vesting Conditions have been met; and/or
(c) remove any Disposal Restrictions whether or not all requirements have been met.

7.6 Termination or other benefits

Nothing in these Terms & Conditions:

(1) authorises the Board to provide any termination or other benefit to a Participant which, without the approval of Shareholders, would be prohibited under the Corporations Act or the Listing Rules; or
(2) requires the Board to seek approval of Shareholders in relation to the provision of any termination or other benefit to a Participant.

8. ADMINISTRATION OF THE PLAN

Amendment

Subject to clause 4.1, these Terms & Conditions may be amended at any time and from time to time by the Board, in the Board’s absolute unfettered discretion.

8.2 Powers of the Board

Subject to clause 4.1, a Plan will be managed by the Board which will have power to:

(1) amend existing terms and conditions and/or make and amend additional rules and/or procedures for the operation, control and administration of the Plans and any matter incidental to a Plan;
(2) resolve conclusively all questions of fact or interpretation arising in connection with a Plan;
(3) determine matters falling for determination in connection with a Plan;
(4) delegate to any one or more persons (for such period and on such conditions as it may determine) the exercise of any of its functions, powers or discretions arising under a Plan;
(5) establish a trust (by way of a separate trust deed) to acquire and hold Plan Shares or Shares (as the case may be); and
(6) appoint (and remove) an Administrator (by way of a separate agreement) to administer a Plan and determine the terms and conditions of the Administrator’s appointment (and removal).

8.3 Discretion

A determination, decision, approval or opinion of the Board under these Terms & Conditions (or any additional rules made under clause 8.2(1)) will be in the absolute unfettered discretion of the Board.

8.4 Decision Final

In the absence of manifest error, the determination, decision, approval or opinion of the Board will be final. Any calculations or adjustments which are required to be made under the Plans

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Participants.

8.5 Commencement of a Plan

A Plan will take effect on and from such date/s as the Board may resolve.

8.6 Termination or suspension of a Plan

The Board may terminate or suspend the operation of any one or more of the Plans at any time provided that the termination or suspension does not affect or prejudice the existing rights of Participants at that time.

8.7 Eligible Persons resident overseas

When a Plan Interest is granted under a Plan to an Eligible Person who is not a resident of Australia, the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any applicable or relevant laws, matters of convenience and desirability and similar factors which may have application to the Participant or to the Company in relation to the Plan Interest.

9. EMPLOYMENT RIGHTS

9.1 Discretion of the Board

It is a condition of these Terms & Conditions that a Plan may be terminated or suspended at any time at the discretion of the Board and that no compensation under any employment contract will arise as a result.

9.2 Calculation of employee benefits

The value of Plan Interests allocated under a Plan does not increase a Participant’s income for the purpose of calculating any employee benefits.

9.3 No right to future employment

Participation in a Plan does not confer on any Participant any right to continue as an employee of the Group.

9.4 Termination of employment

Participation in a Plan does not affect any rights which the Group may have to terminate the employment of any Participant. Nothing in the Terms & Conditions, including participation in a Plan, may be used to increase damages in any action brought against the Group in respect of any termination of employment with the Group.

10. NOTICES

10.1 Notice to Participants

Any notice or direction given under these Terms & Conditions is validly given to a Participant if it is handed to the Participant concerned or sent by ordinary prepaid post to the Participant’s last known address or sent to the email address last notified by the Participant or given in any reasonable manner which the Board from time to time determines.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

10.2 Notice to the Company

Any notice given by a Participant to the Company under these Terms & Conditions must be in writing and directed to the address or email address notified at the time of offer of Plan Interests. Notices may be hand delivered or sent by prepaid post or electronic mail to the specified address.

10.3 Receipt of notices

Notices are taken to be received:

(a) if hand delivered, on delivery;
(b) if sent by prepaid post, five Business Days after the date of posting;
(c) if by electronic mail, when the electronic communication enters the relevant information system(s).

11. PLAN COSTS AND EXPENSES

11.1 Costs of the Company

Subject to clauses 11.2 and 11.3, unless otherwise determined by the Board, the Company must pay all costs relating to the establishment and operation of a Plan, including all costs and expenses in relation to the delivery of the Plan Interests except that the Company is not responsible for any Taxes which may become payable in connection with the Plan Interests or any other dealing with the Plan Interests.

11.2 Costs of Participants

Each Participant will pay all costs and expenses in relation to the sale, transfer or other disposal of any Plan Shares or Shares (as the case may be).

12. LOAN ARRANGEMENTS

Subject to compliance with all applicable laws, the Company may (but is not obliged to) provide to any Eligible Person any loan or facility or other form of financial accommodation for the purpose of facilitating participation by the Eligible Person in a Plan.

13. FINANCIAL ASSISTANCE

Subject to the Corporations Act, the Company may (but is not obliged to) financially assist a person to acquire Plan Interests under a Plan.

14. BUY BACKS

Subject to the Corporations Act, the Company may (but is not obliged to) buy back any Plan Shares.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

15. WITHHOLDING TAX

The Company or any Group company may withhold from amounts otherwise owing to a Participant, or require the Participant to remit to it, an amount sufficient to satisfy all withholding tax obligations and any government imposts, in respect of any or all of the Shares issued or transferred under a Plan.

16. INCONSISTENCY

To the extent that the Terms and Conditions of an invitation are inconsistent with these Terms and Conditions, these Terms and Conditions will prevail.

17. GOVERNING LAW AND JURISDICTION

The laws of the State of Victoria, Australia, govern these Terms & Conditions and the rights of the Participants thereunder.

Each Participant irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Victoria, Australia and courts entitled to hear appeals from those courts.

APPEN LIMITED LONG TERM INCENTIVE PLAN TERMS & CONDITIONS

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LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

ACN 138 878 298

BY MAIL  Appen Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474 LODGEMENT OF A PROXY FORM BY MOBILE DEVICE Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM To appoint a second proxy you must: votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS Individual:

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00am on Wednesday, 20 May 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

 ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

YOUR NAME AND ADDRESS

YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

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PROXY FORM

I/We being a member(s) of Appen Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Friday, 22 May 2015 at Norton Rose Fulbright, Grosvenor House, Level 18, 225 George Street, Sydney, NSW, 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 2: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 2 Remuneration Report 5 Additional 10% Placement Capacity 6 Approval of the Appen Equity 3.1 Election of Robin Low Incentive Plan and the subsequent issue of securities under that plan 3.2 Election of Stephen Hasker 4.1 Re-election of Christopher Vonwiller 4.2 Re-election of William Pulver

4.3 Re-election of Jeremy Samuel

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

APX PRX501G

AI assistant

APPEN LIMITED — AGM Information 2015

64403_rns_2015-04-22_1fd35f07-ca60-425a-b065-daf309b4bcc7.pdf

**APPEN

**ACN

**NOTICE

**BUSINESS

_____________

**Item

**Item

**Item

**Item

**Item

**Item

**Item

**Item

**Item

**Item

**Item

**ENTITLEMENT

**ANNUAL

**VOTING

_____________

**Voting

**Proxy

**Proxy

**CORPORATE

_____________

BY

**Notes

**ITEM

**ITEM

**2.1

**2.2 Voting

**ITEM

**Item

**Item

**ITEM

**Item

**Item

**Item

**ITEM

5.1 General

**5.2 10%

**5.3 Technical

**(a) Minimum

**(b) Date

**(10%

**The

**(d) Purpose

**(e) Allocation

**(f) Previous

**(g) Compliance

**5.4 Voting

**ITEM

6.1 Background

**6.2 Summary

**Voting

**Chairman’s

GLOSSARY

$ means

EQUITY INCENTIVE PLAN - TERMS & CONDITIONS

1. INTRODUCTION

1.1 Object of the Terms & Conditions

Purpose of the Plans

2. DEFINITIONS AND INTERPRETATION

Definitions

Legal Personal Representative means:

Plan or Plans means:

2.2 Interpretation

2.3 Headings

2.4 Omission of certain provisions

3. OPERATION OF THE PLAN

3.1 Invitation to participate

3.2 Form of invitation

3.3

Acceptance of an Invitation

3.4

Plan Interests subject to the Terms & Conditions

3.5

APPEN LIMITED AGM Information 2015