CLEARVIEW WEALTH LIMITED — Share Issue/Capital Change 2014

Feb 25, 2014

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ClearView Wealth Limited

ABN

83 106 248 248

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 Ordinary Shares

• See chapter 19 for defined terms.

24/10/2005

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Appendix 3B New issue announcement

2 Number of[+] securities issued or to be issued (if known) or Approximately 39,191,969 fully paid maximum number which may be ordinary shares ( New Shares ) pursuant to issued an accelerated, non-renounceable entitlement offer (the Entitlement Offer ) described in the announcement and investor presentation lodged with ASX on 26 February 2014 (the ASX Materials ). The exact number of New Shares to be issued pursuant to the Entitlement Offer, including the exact breakdown of New Shares to be issued pursuant to the institutional component of the Entitlement Offer (the Institutional Entitlement Offer) and the retail component of the Entitlement Offer (the Retail Entitlement Offer), is not known at the date of this Appendix 3B as it remains subject to the reconciliation of shareholder entitlements and the effects of rounding.

3 Principal terms of the[+] securities (eg, if options, exercise price and The New Shares will have the same terms expiry date; if partly paid as existing fully paid ordinary shares. +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.

24/10/2005

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the date of Yes, the New Shares will rank equally with allotment with an existing[+] class existing fully paid ordinary shares from the of quoted[+] securities? date of allotment.

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

$0.65 per share.

6 Purpose of the issue (If issued as consideration for the The proceeds from the Entitlement Offer acquisition of assets, clearly will be used to fund ClearView’s strong identify those assets) growth in in-force premiums and to make a number of potential small investments and other activities to accelerate the growth of the business.

7 Dates of entering[+] securities 6 March 2014 for the New Shares to be into uncertificated holdings or issued under the Institutional Entitlement despatch of certificates Offer. 27 March 2014 for the New Shares to be issued under the Retail Entitlement Offer.

Number +Class

• See chapter 19 for defined terms.

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1/1/2003

Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	After completion of the Entitlement Offer there will be up to approximately 540,264,831 fully paid ordinary shares on issue (based on the 470,303,632 fully paid ordinary shares on issue as at the date of this Appendix 3B and the approximately 39,191,969 New Shares expected to be issued under the Entitlement Offer, subject to the reconciliation of shareholder entitlements and the effects of rounding). This number also includes the 30,769,230 shares (Placement Shares) to be issued on 6 March 2014 under the placement described in the Company’s ASX announcement dated 26 February 2014. An Appendix 3B for the Placement Shares is expected to be lodged on 6 March 2014.	Ordinary shares

• See chapter 19 for defined terms.

24/10/2005

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Not applicable
	Shares rank equally in all respects with existing fully paid Ordinary Shares of ClearView Wealth Limited. The dividend policyremains the same.

Part 2 - Bonus issue or 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	No, shareholder approval is not required for the Entitlement Offer.
	Non-renounceable
	The entitlement ratio for existing shareholders is 1 New Share for every 12 existing fully paid ordinary shares held at the record date for the Entitlement offer (see item 15).
	Fully paid ordinary shares
	7:00pm (AEDT) Monday 3 March 2014
	No
	Where fractions arise in the calculation of shareholders’ entitlements under the Entitlement Offer they will be rounded down to the next whole number of New Shares.

• See chapter 19 for defined terms.

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18 Names of countries in which the entity has+security holders who will not be sent new issue 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	United States of America
	26 February 2014 for the Institutional Entitlement Offer.

• See chapter 19 for defined terms.

24/10/2005

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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 prospectus or Product Disclosure Statement 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	Underwriter:  CBA Equities Limited (ABN 76 003 485 952) (theUnderwriter). Sub-underwriters:  CCP BidCo Pty Limited (ACN 159 362 428) as trustee for CCP Bidco Trust (CCP BidCo).  Manyata Holdings Pty Limited (ACN 138 150 115) (Manyata)
	To the Underwriter: $100,000 The Company will not be required to pay any fee to CCP BidCo or Manyata in connection with these sub-underwriting arrangements.
	N/A
	N/A
	N/A
	N/A
	No prospectus is being prepared in connection with the Entitlement Offer. A retail offer document and personalised entitlement and acceptance form will be sent to eligible retail shareholders on Thursday 6March 2014.
	Not applicable

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Not applicable
	6 March 2014 for the New Shares to be issued under the Institutional Entitlement Offer. 27 March 2014 for the New Shares to be issued undertheRetail Entitlement Offer.

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)  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 ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +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.

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Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of[+] securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the date of allotment 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 N/A 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 N/A N/A +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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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 not available now, 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 [107 x 60] intentionally omitted <==

Date: 26 February 2014

(Company Secretary)

Print name: Chris Robson

• See chapter 19 for defined terms.

24/10/2005

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