ASSET VISION CO LTD — Capital/Financing Update 2015

Oct 18, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

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

Name of entity

PS&C Ltd

ABN

164 718 361

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	Ordinary Shares.
	7,591,661. The issue of these quoted securities includes 1,725,472 shares issued under Listing Rule 7.1A. Listing Rule 3.10.5A requires a calculation of the amount quoted securities issued under Listing Rule 7.1A will dilute existing quoted securities. The 1,725,472 securities will dilute the existing number of quoted securities (including the quoted securities that are subject ofthis 3B), by2.73%.

• See chapter 19 for defined terms.

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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) 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)	Fully paid ordinary shares.
	The issued shares rank equally with existing class of quoted shares, from 19 October 2015.
	Deemed issue price is $0.9290 being the 30 day VWAP up to and including the 15 October 2015, to satisfy Earn-Out and Post-Completion payments under Share Purchase Agreements entered into.
	Issue of shares to satisfy Earn-Out and Post- Completion payments under Share Purchase Agreements, for the following businesses: a) Hacklabs Pty Ltd - 724,340 shares b) Systems & People Pty Ltd – 197,811 shares c) Allcom Networks Pty Ltd – 914,876 shares d) Pure Hacking Pty Ltd – 5,754,634 shares

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 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.	Yes.
	27 November 2014
	Nil
	1,725,472
	Nil
	Nil
	Yes. The VWAP used to calculate the issue price was the 30 day VWAP at 15 October 2015 of $0.9290. The 15 day VWAP as at 15 October was $0.9512. The shares we issued on the 19 October 2015. The VWAP was sourced from ASX market data.

• See chapter 19 for defined terms.

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6h If[+] securities were issued under The shares were issued on the 19 October rule 7.1A for non-cash 2015. The shares satisfied Earn-Out consideration, state date on and Post-Completion payments for which valuation of Companies that were purchased at consideration was released to ASX Market Announcements the time of Listing, and in August 2014. The calculation methods were disclosed in the Prospectus. In summary, these required a multiple of any increase in Earnings Before Interest and Tax for the FY15 and FY16 years to be paid by way of additional consideration by way of cash or shares, at the Board’s discretion.

6i Calculate the entity’s remaining 3,842,036 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 19 October 2015 for shares issued as subject Note: The issue date may be prescribed by to this 3B. 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. Number +Class 8 Number and +class of all 65,001,809 Ordinary. +securities quoted on ASX ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all 750,000 Unlisted Options. +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here:

==> picture [155 x 40] intentionally omitted <==

Date: 19 October 2015

(Company Secretary)

• Print name: Julian Graham

• See chapter 19 for defined terms.

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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 55,675,076 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities Nil issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities Nil issued in that 12 month period with shareholder approval

• Number of partly paid[+] ordinary Nil 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 Nil securities cancelled during that 12 month period “A” 55,675,076

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	8,351,261
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	Shares subject to this Appendix 3B – 5,866,189 on 19 October 2015. Purchase of 100% Shares in Bexton IT Services Pty Ltd – 1,735,072 on 15 October 2015. Unlisted options under the Directors and Employee Share Scheme – 100,000 on 1 December 2014. Unlisted options under the Directors and Employee Share Scheme – 650,000 on 31 October 2014.
“C”	8,351,261
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	8,351,261
Subtract“C” Note: number must be same as shown in Step 3	8,351,261
Total[“A” x 0.15] – “C”	Nil [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 55,675,076 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 5,567,508

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

Insert number of[+] equity securities issued Shares subject to this Appendix 3B – or agreed to be issued in that 12 month 1,725,472 on 19 October 2015. 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” 1,725,472

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	5,567,508
Subtract“E” Note: number must be same as shown in Step 3	1,725,472
Total[“A” x 0.10] – “E”	3,842,036 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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