APPEN LIMITED — Capital/Financing Update 2016

Mar 1, 2016

Appendix
3B New
issue
announcement

**Appendix

3B**

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

**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

APPEN
LIMITED

ABN

60
138
878
298

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)	Fully paid ordinary shares
	685,793
	As per other fully paid shares already quoted.

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
1

Appendix
3B New
issue
announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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 resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1
	Yes, all securities will rank equally in all respects with existing quoted shares.
	51,125 shares: $0.412 per share 112,475 shares: $0.432 per share 112,475 shares: $0.489 per share 51,125 shares: $0.494 per share 358,593 shares:$0.500per share
	Shares were issued upon the exercise of unlisted options.
	Yes
	23 May 2015
	327,200

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
2

04/03/2013

Appendix
3B New
issue
announcement

6d Number of+securities issued with security holder approval under rule 7.1A 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)
	Nil
	Nil
	358,593
	Not applicable.
	Not applicable.
	Rule 7.1: 13,698,239 Rule 7.2: 9,622,959
	1 March 2016
	Number	+Class
	96,965,795	Ordinary Shares

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
3

Appendix
3B New
issue
announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	20,450	Unlisted Options – Exercise Price $0.432 Expiry Date 1-Mar-18
	122,700	Unlisted Options – Exercise Price $0.412 ExpiryDate 1-Mar-18
	20,450	Unlisted Options – Exercise Price $0.489 ExpiryDate 1-Mar-19
	122,700	Unlisted Options – Exercise Price $0.494 ExpiryDate 1-Mar-19
	Not applicable.

**Part

2
-­‐
Pro
rata
issue**

art 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	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
4

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Appendix
3B New
issue
announcement

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	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
5

Appendix
3B New
issue
announcement

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?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  6

04/03/2013

Appendix
3B New
issue
announcement

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

Not
applicable.

• 33 +Issue
  date

Not
applicable.

**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) R +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
  ] additional[+][securities
  are
  ][+] securities,
  and
  the
  number
  and
  percentage
  of
  additional[+][equity
  securities,
  the
  names
  of
  the
  20
  largest
  holders
  of
  the
  ][+] securities
  held by
  those
  holders

• 36 +securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories[If
  the
  ] securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories[+][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
  ]

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
7

Appendix
3B New
issue
announcement

Appendix 3B New issue announcement
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) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)
	Number	+Class

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  8

04/03/2013

Appendix
3B New
issue
announcement

**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.

==> picture [97 x 57] intentionally omitted <==

Sign
here: ............................................................
Date:
2
March
2016 (Company
secretary)

Print
name: Leanne
Ralph

==
==
==
==
==

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
9

Appendix
3B New
issue
announcement

**Appendix

3B
–
Annexure
1**

**Calculation

of
placement
capacity
under
rule
7.1
and
rule 7.1A
for
eligible
entities**

Introduced
01/08/12
Amended
04/03/13

**Part

1**

**Rule

7.1
–
Issues
exceeding
15%
of
capital**

_**Step

1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated**_

• Insert number
  of
  fully
  paid[+] ordinary
  securities 94,848,502 on
  issue
  12
  months
  before
  the[+] issue
  date
  or date
  of
  agreement
  to
  issue Add the
  following: •
  Number
  of
  fully
  paid[+] ordinary
  securities 358,593

01-­‐Mar-­‐16 issued
in
that
12
month
period
under
an exception
in
rule
7.2

• •
  Number
  of
  fully
  paid[+] ordinary
  securities 1,022,500
  09-­‐Apr-­‐15 issued
  in
  that
  12
  month
  period
  with shareholder
  approval

• •
  Number
  of
  partly
  paid[+] ordinary
  securities that
  became
  fully
  paid
  in
  that
  12
  month period

• Note: •
  Include
  only
  ordinary
  securities
  here
  –
  other classes
  of
  equity
  securities
  cannot
  be
  added

• •
  Include
  here
  (if
  applicable)
  the
  securities
  the subject
  of
  the
  Appendix
  3B
  to
  which
  this form
  is
  annexed

• •
  It
  may
  be
  useful
  to
  set
  out
  issues
  of securities
  on
  different
  dates
  as
  separate
  line items

• Subtract the
  number
  of
  fully
  paid[+] ordinary securities
  cancelled
  during
  that
  12
  month period “A” 96,229,595

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
10

04/03/2013

Appendix
3B New
issue
announcement

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	14,434,439
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	409,000 25-Jun-15 327,200 01-Mar-16
“C”	736,200
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	14,434,439
Subtract“C” Note: number must be same as shown in Step 3	409,000
Total[“A” x 0.15] – “C”	13,698,239 [Note: this is the remaining placement capacity under rule 7.1]

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
11

Appendix
3B New
issue
announcement

**Part

2**

**Rule

7.1A
–
Additional
placement
capacity
for
eligible
entities**

Step
1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated

New issue announcement Part 2	New issue announcement Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	96,229,595
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	9,622,959
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
12

04/03/2013

Appendix
3B New
issue
announcement

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to under rule 7.1A	calculate remaining placement capacity
“A” x 0.10 Note: number must be same as shown in Step 2	96,229,595
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	9,622,959 Note: this is the remaining placement capacity under rule 7.1A

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
13