EXPERIENCE CO LIMITED — Capital/Financing Update 2019

Nov 28, 2019

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 Plan ( EEIP ) Performance Rights issued in accordance with the Company’s Employee Incentive Plan ( EEIP )

2 Number of[+] securities issued or 439,560 – Service Rights (unquoted) to be issued (if known) or maximum number which may 2,736,668 – Performance Rights (unquoted) be issued

• See chapter 19 for defined terms.

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3 Principal terms of the The Service Rights have been issued to the Chief +securities (e.g. if options, Executive Officer (CEO) of EXP pursuant to the terms of the EXP Employee Incentive Plan Rules exercise price and expiry date; if partly paid +securities, the (" EEIP "). amount outstanding and due No cash consideration is payable on the issue of dates for payment; if the Service Rights or on exercise. +convertible securities, the Each Service Right entitles the CEO to receive, upon conversion price and dates for vesting and exercise, one fully paid ordinary share in conversion) the Company (" EXP Share "). Vesting and Vesting Conditions The Service Rights will vest on 29 July 2022 (Vesting Date) subject to the CEO being continuously employment by the EXP Group until the Vesting Date. The Service Rights are subject to forfeiture, including in circumstances of an act of fraud being committed by the CEO, the CEO becoming ineligible to hold office for the purposes of Part 2D.6 of the Corporations Act; or where the CEO has acted in a manner that the EXP Board considers to be gross misconduct.

3 Principal terms of the (Cont) +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 Performance Rights have been issued to
	Senior Management including the CEO of EXP (Participants) pursuant to the terms of the EEIP.
	No cash consideration is payable on the issue of the Performance Rights or on exercise.
	Exercise price:Nil;
	Vesting Date:Subject to meeting vesting criteria - 15 September 2022 Performance Period:1 July 2019 – 30 June 2022
	Expiry date –30 November 2023
	Each Performance Right entitles the Participant,
	subject to meeting the vesting conditions, to receive,
	upon vesting and exercise, one EXP Share.
	Vesting Conditions Summarised:
	In addition to meeting the Service Condition, the
	Rights will vest according to the following Performance
	Conditions:
	Total Shareholder Return Condition
	• 50% of the Performance Rights are subject to the
	Company meeting the Total Shareholder Return
	(TSR) requirements over a 3-year performance
	period (Absolute TSR Hurdle).
	• TSR is broadly measured as follows: share price
	growth plus reinvested dividends over the relevant
	performance period, divided by the beginning share
	price, expressed as a percentage.
	• The TSR will be based on the 5-day volume
	weighted average share price (VWAP) preceding
	the start and the end dates of the relevant
	performance period.
	Return on Invested Capital
	• 50% of the Performance Rights are subject to the
	Company meeting the Return on Invested Capital
	(ROIC) targets.
	• The ROIC in each financial year will be determined
	by reference to the underlying earnings before
	interest and tax (EBIT) less tax at the corporate tax
	rate, divided by the average invested capital for the
	period.
	The Company will include retrospective disclosure
	of the ROIC target following the end of the
	performance period along with the relevant vesting
	outcomes
	Vesting is also subject to the Participant’s continuous
	employment with EXP from the date the Performance Rights
	are granted until the Vesting date (Service Condition).
	The Performance Rights are subject to forfeiture,
	including in circumstances of:
	• committing an act of fraud; or
	• found to have acted in a manner that the Board
	considers to be gross misconduct.

• 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 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	No, the Service Rights are unquoted securities and do not rank equally with EXP Shares. The 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 the Service Rights in accordance with the EEIP Rules, the EXP Shares issued to Participants will rank equally with existing EXP Shares. No, the Performance Rights are unquoted securities and do not rank equally with EXP Shares. The Performance 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 the Performance Rights in accordance with the EEIP Rules, the EXP Shares issued to Participants will rank equally with existing EXP Shares.
	No cash consideration is payable on grant or exercise of the Service Rights or the Performance Rights.
	The Service Rights are granted in accordance with the terms of appointment of the CEO of the Company The Performance Rights are granted in accordance with the terms of the EEIP and the Long Term Incentive Plan of the Company, aimed at aligning the interests of the Participants with the interests of shareholders.
	NO
	NA
	NA
	NA

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.	NA
	NA
	NA
	NA
	NA
	29 November 2019

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	~~+~~Class
	555,811,840	Fully Paid Ordinary Shares
	Number	+Class
	10,300,000 1,120,029 540,540 360,360 439,560 2,736,668	Options over fully paid ordinary shares with an exercise price of $0.25 (exercisable in various tranches and expiry on 8 February 2025 Service Rights (granted in accordance with the Company’s EEIP on 30 November 2018) Service Rights (granted in accordance with the Company’s EEIP on 4 March 2019) Performance Rights (granted in accordance with the Company’s EEIP on 4 March 2019) Service Rights (granted in accordance with the Company’s EEIP on 29 November 2019) Performance Rights (granted in accordance with the Company’s EEIP on 29 November 2019)
	NA

Part 2 - 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 18 Names of countries in which the 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 acceptances or renunciations	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

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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 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)

ntities 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+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 now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	NA
	NA
	NA
	NA
	Number	+Class
	NA	NA

• 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: 29 November 2019 (Company Secretary)

Print name: Fiona van Wyk

== == == == ==

• See chapter 19 for defined terms.

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