APPEN LIMITED — Share Issue/Capital Change 2017

Feb 28, 2017

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
	359,650
	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.
	318,750 at $0.50 per share 20,450 at $0.489 per share 20,450 at $0.432 per share
	Shares were issued upon the exercise of unlisted options.
	Yes
	27 May 2016
	Nil

• 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
	359,650
	Not applicable.
	Not applicable.
	Rule 7.1: 14,631,038 Rule 7.1A: 9,754,025
	1 March 2017
	Number	+Class
	97,540,258	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) 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 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.	Number	+Class
	81,800	Unlisted Options – Exercise Price $0.412 Expiry Date 1-Mar-18
	81,800	Unlisted Options – Exercise Price $0.494 ExpiryDate 1-Mar-19
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable. Not applicable. Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

**Part

2
-­‐
Pro
rata
issue**

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
4

04/03/2013

Appendix
3B New
issue
announcement

19 Closing date for receipt of acceptances or renunciations 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.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
5

Appendix
3B New
issue
announcement

• 32 How
  do
  security
  holders
  dispose
  of Not
  applicable. their
  entitlements
  (except
  by
  sale through
  a
  broker)?

• 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 +[If
  the
  ] securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories[+][securities
  are
  ][+][equity
  securities,
  a
  distribution
  schedule
  of
  the
  additional
  ] 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. Appendix
  3B
  Page
  6

04/03/2013

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)

• Number Class

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

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
7

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 [102 x 59] intentionally omitted <==

Sign
here: ............................................................
Date: 1 March
2017 (Company
secretary)

Print
name: Leanne
Ralph

==
==
==
==
==

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

04/03/2013

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**

==> picture [415 x 497] intentionally omitted <==

----- Start of picture text -----

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
96,965,795
on
issue
12
months
before
the
[+] issue
date
or
date
of
agreement
to
issue
Add
the
following:
•
Number
of
fully
paid
[+] ordinary
securities

26,563

16-­‐Mar-­‐16
issued
in
that
12
month
period
under
an
106,250
10-­‐June-­‐16
exception
in
rule
7.2

81,800

11-­‐Nov-­‐16

359,850
1-­‐Mar-­‐17
•
Number
of
fully
paid
[+] ordinary
securities
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”
97,540,258
----- End of picture text -----

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
9

Appendix
3B New
issue
announcement

_**Step

2:
Calculate
15%
of
“A”**_

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	14,631,038
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	Nil
“C”	Nil
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	14,631,038
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	14,631,038 [Note: this is the remaining placement capacity under rule 7.1]

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
10

04/03/2013

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 “A” 97,540,258 Note:
number
must
be
same
as
shown
in
Step
1 of
Part
1 Step
2:
Calculate
10%
of
“A” “D” 0.10 Note:
this
value
cannot
be
changed Multiply “A”
by
0.10 9,754,025

Step
3:
Calculate
“E”,
the
amount
of
placement
capacity
under
rule
7.1A
that
has already
been
used

• Insert number
  of[+] equity
  securities
  issued
  or Nil 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

• “E” Nil

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
11

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	9,754,025
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	9,754,025 Note: this is the remaining placement capacity under rule 7.1A

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  12

04/03/2013