EXPERIENCE CO LIMITED — Capital/Financing Update 2018

Nov 29, 2018

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

EXPERIENCE CO LIMITED

ABN

56 167 320 470

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 Service Rights issued in accordance be issued with the Company’s Employee Incentive Pan ( EEIP )

• 2 Number of[+] securities issued or 1,120,029 – Service Rights (unquoted) to be issued (if known) or maximum number which may be issued

• 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)

The Service Rights have been issued to the three Non-Executive Directors of EXP ( NED ) and the company secretary of EXP (each, a " Participant "). No cash consideration is payable on the issue of a Service Right or on its exercise. Each of the Service Rights expire 30 days after their vesting, unless a trading restriction is otherwise nominated by the Participant. Each Service Right entitles the Participant to receive, upon vesting and exercise, one fully paid ordinary share in the Company (" EXP Share "). Vesting Conditions Each of the Service Rights issued to Participants will vest in three equal tranches as follows: Tranche 1 – 1/3rd on 12 months after issue date Tranche 2 – 1/3rd on 24 months after issue date Tranche 3 – 1/3rd on 36 months after issue date Each of the Service Rights require that the Participant remain continuously employed by, or remain as a director of, EXP from the issue date until the vesting of the Service Rights. The Service Rights are subject to forfeiture, including in circumstances of an act of fraud being committed by the Participant, the Participant becoming ineligible to hold office for the purposes of Part 2D.6 of the Corporations Act; or where the Participant has acted in a manner that the EXP Board considers to be gross misconduct.

The issue of EXP Shares on the vesting and exercise of the Service Rights will be restricted to ‘on-market’ purchases in accordance with ASX Listing Rule 10.15B. As a consequence, the issue of EXP Shares on the vesting and exercise of the Service Rights will not be dilutionary to other shareholders of EXP.

• 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:

No, the Service Rights are not quoted securities and do not rank equally with EXP Shares. Service Rights do not confer a right to vote, a right to receive dividends or any other rights of a shareholder. Following the vesting and exercise of a Service Right in accordance with the EEIP Rules, the EXP Shares provided to Participants will rank equally with existing EXP Shares.

• 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

No cash consideration is payable on grant or exercise of the Service Rights.

5 Issue price or consideration No cash consideration is payable on grant or exercise of the Service Rights. 6 Purpose of the issue Service Rights are granted in accordance with the (If issued as consideration for Company’s EEIP, and have been issued to support the holding of equity by Participants. For instance, the acquisition of assets, clearly the NEDs , each of whom is a Participant, will identify those assets) substitute between 15% and 30% of the annual fees otherwise payable to them for Service Rights to align the interests of NEDs with the interests of shareholders.

6a Is the entity an[+] eligible entity Yes 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 NA resolution under rule 7.1A was passed 6c Number of[+] securities issued NA without security holder approval under rule 7.1 6d Number of[+] securities issued NA with security holder approval under rule 7.1A 6e Number of[+] securities issued NA with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued NA under an exception in rule 7.2

• See chapter 19 for defined terms.

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6g If[+] securities issued under rule NA 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 NA 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 NA issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 30 November 2018 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. Number ~~+~~ Class 8 Number and +class of all 549,055,083 Fully Paid Ordinary +securities quoted on ASX Shares ( including the +securities in section 2 if applicable)

Number +Class 9 Number and +class of all 10,300,000 Options over fully paid +securities not quoted on ASX ordinary shares with ( including the +securities in an exercise price of section 2 if applicable) $0.25 (exercisable in various tranches and expiry on 8 February 2025 Fully paid ordinary 6,756,757 shares (restricted until 15 December 2018) Service Rights 1,120,029 (granted in accordance with the Company’s EEIP)

10 Dividend policy (in the case of a NA trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval NA required? 12 Is the issue renounceable or nonNA renounceable? 13 Ratio in which the[+] securities NA will be offered 14 +Class of +securities to which the NA offer relates 15 +Record date to determine NA entitlements 16 Will holdings on different NA registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements NA in relation to fractions

• See chapter 19 for defined terms.

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18 Names of countries in which the NA 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. 19 Closing date for receipt of NA 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?	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• 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)?

NA

• 33 +Issue date

NA

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 - NA

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which NA +quotation is sought 39 +Class of +securities for which NA quotation is sought 40 Do the[+] securities rank equally in NA 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 NA 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 NA NA +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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 54] intentionally omitted <==

Sign here: ............................................................ Date: 30 November 2018 (Company Secretary)

Print name: Fiona van Wyk

== == == == ==

• 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 466,696,821 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 82,358,262 issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities 6,756,757

• 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 Nil securities cancelled during that 12 month period “A” 555,811,840

• See chapter 19 for defined terms.

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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	83,371,776
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	83,371,776
Subtract“C” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.15] – “C”	83,371,776

placement capacity under rule 7.1
“A” x 0.15	83,371,776
Note: number must be same as shown in
Step 2
Subtract“C”	NIL
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	83,371,776

• See chapter 19 for defined terms.

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Part 2 – N/A

Part 2 – N/A	Part 2 – N/A
Rule 7.1A – Additional placement capacity for eligible entities – N/A
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	555,811,850
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	55,581,185
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or 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	NIL
“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

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	55,581,184
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	55,581,184 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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