COUNT LIMITED — Capital/Financing Update 2012

Apr 18, 2012

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

Countplus Limited

ABN

11 126 990 832

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 tobe issued2Number of+securities issued orto be issued (if known) ormaximum number which may beissued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates forpayment;if+convertiblesecurities, the conversion priceand dates for conversion)	Ordinary shares
	216,551
	Fully paid ordinary shares

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Appendix 3B New issue announcement

4Do the+securities rank equally inall respects from the date ofallotment with an existing+classof quoted+securities?If the additional securities do notrank equally, please state: the date from which they do the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)7Dates of entering+securitiesinto uncertificated holdings ordespatch of certificates8Numberand+classofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	Yes	Yes
	Deemed issue price of $1.38 per ordinaryshare for the purpose of determining thenumber of shares to be issued to eachparticipant under the Employee LoyaltyPlan.
	Issued for no consideration under theEmployee Loyalty Plan (as described insection 10.8 of the Countplus Limitedreplacement prospectus dated 19 November2010
	19 April 2012
	Number	+Class
	109,263,997	Ordinary Shares

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all N/A N/A +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

			Number	+C	lass
9Numberand+classofall+securities not quoted on ASX(inldinthesecuritiesin			N/A	N	/A
cug clause 2 if applicable)
10Dividend policy (in the case of atrust distribution olic) on the
			N/A
, pyincreased capital (interests)
Part 2 - Bonus issue or pro ra			ta issue
11Issecurityholderapprovalid?
	11Issecurityholderapprovalid?		N/A
	requre
	12Is the issue renounceable or non-renounceable?
			N/A
	13Ratio in which the+securities
			N/A
	will be offered
	14+Class of+securities to whichoffer relates	the	N/A
	15+Recorddatetodetermentitlements16Willholdingsondifferregisters (or subregisters)aggregatedforcalculatentitlements?17Policy for deciding entitlemein relation to fractions	ineentbeingnts
			N/A
			N/A
			N/A
	18Names of countries in whichentity has+security holders wwill not be sent new isdocumentsNote: Security holders must be told how tentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceipt	thehosueheirof
			N/A
			N/A
	acceptances or renunciations

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Appendix 3B New issue announcement

20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, thedate of the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled27If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise, the date on whichnotices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do+security holders selltheir entitlements_in full_througha broker?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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Appendix 3B New issue announcement

• 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance?

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

N/A

• 33 +Despatch date

N/A

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 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

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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 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
	participateforthenext
	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,
	distributionorinterest
	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)

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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.

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............................................................ Michael Spurr - Director

Date: 19 April 2012

• See chapter 19 for defined terms.

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