ASSET VISION CO LTD — Capital/Financing Update 2018

Jun 14, 2018

Appendix 3B New issue announcement

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

50 164 718 361

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 Ordinary Shares be issued 2 Number of[+] securities issued or 66,929,117 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +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)

• See chapter 19 for defined terms.

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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	Yes
	(1) $0.17 per share for the purpose of issuing shares to the members of Seisma Pty Ltd as part of an acquisition of Seisma Pty Ltd (2) $0.161 per share for the purpose of issuing shares to the members of NTH Consulting Pty Ltd as part of an acquisition of NTH Consulting Pty Ltd
	(3) 63,823,527 shares issued for the purpose of issuing shares to the members of Seisma Pty Ltd as part of an acquisition of Seisma Pty Ltd (4) 3,105,590 shares issued for the purpose of issuing shares to the members of NTH Consulting Pty Ltd as part of an acquisition of NTH Consulting Pty Ltd
	Yes

• See chapter 19 for defined terms.

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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. 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.	12 June 2018
	3,105,590
	Nil
	63,823,527 Approved by shareholders at the General Meeting on 12 June 2018
	Nil
	N/A
	N/A
	Rule 7.1 – 26,219,476 Rule 7.1A – 20,310,477
	12 June 2018

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all 204,245,421 Fully Paid Ordinary +securities quoted on ASX Shares ( including the +securities in section 2 if applicable)

Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a The fully paid ordinary shares rank equally trust, distribution policy) on the with all other shares 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

• See chapter 19 for defined terms.

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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: ~~(Director~~ /Company secretary)

Date: 15/06/2018

Print name: Jeff Bennett

== == == == ==

• 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

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Insert number of fully paid [+] ordinary 70,113,762
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 14,285,782 shares issued 7 July 2017 with
shareholder approval
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an 22,126,110 shares issued 24 November
exception in rule 7.2 2017 with shareholder approval
• Number of fully paid [+] ordinary securities 15,978,848 shares issued 8 December 2017
issued in that 12 month period with with shareholder approval
shareholder approval
11,521,152 shares issued 31 January 2018
• Number of partly paid [+] ordinary with shareholder approval
securities that became fully paid in that
12 month period 2,150,000 shares issued 31 January 2018 as
part of the PS&C Share Purchase Plan
Note:
• Include only ordinary securities here – 63,823,527 shares issued 12 June 2018 with
other classes of equity securities cannot shareholder approval.
be added
• Include here (if applicable) the securities 3,105,590 shared issued 12 June 2018 as
the subject of the Appendix 3B to which part of NTH Consulting Pty Ltd Acquisition
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” 203,104,771
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 30,465,716
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued 1,140,650 shares issued 31 January 2018 as
or agreed to be issued in that 12 month consideration for advisor fees
period not counting those issued:
3,105,590 shared issued 12 June 2018 as
• Under an exception in rule 7.2 part of NTH Consulting Pty Ltd Acquisition
• 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
“C” 4,246,240
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 30,465,716
Note: number must be same as shown in
Step 2
Subtract “C” 4,246,240
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 26,219,476
[Note: this is the remaining placement
capacity under rule 7.1]
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• 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” Note: number must be same as shown in Step 1 of Part 1

203,104,771

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 20,310,477

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 agreed to be issued in that 12 month period under rule 7.1A

Nil

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.

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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	20,310,477
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	20,310,477 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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