EXPERIENCE CO LIMITED — Share Issue/Capital Change 2018

Dec 16, 2018

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17 December 2018

ASX Market Announcements Office 20 Bridge Street Sydney NSW 2000

EXPERIENCE CO LIMITED (ACN 167 320 470) (Company) (ASX: EXP)

As advised to market on 29 November 2018, 6,756,757 fully paid ordinary shares held under voluntary escrow were released from voluntary escrow on 15 December 2018. The attached Appendix 3B seeks quotation of those securities.

Yours faithfully

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Fiona van Wyk Company Secretary

About Experience Co Limited (ASX:EXP)

Experience Co Limited (EXP) is an adventure tourism and leisure company (previously known as Skydive the Beach Group Limited, ASX:SKB). From its origins in Wollongong NSW in 1999, it now provides tandem skydiving experiences in 18 locations in Australia and 3 locations in New Zealand. EXP also provides activities of white water rafting, hot air ballooning, canyoning, boat tours and helicopter tours to the Great Barrier Reef, and personalised tours to the Daintree Rainforest in North Queensland, Australia. Since successfully completing an initial public offer (IPO) in March 2015, EXP has acquired Australia Skydive (March 2015), NZone Skydive, NZ (October 2015), Skydive Wanaka, NZ (July 2016), Raging Thunder Adventures (October 2016), Reef Magic Cruises (April 2016), Byron Bay Balloons (August 2017), Great Barrier Reef Helicopters (November 2017), Big Cat Green Island Reef Cruises (December 2017), and Tropical Journeys (December 2017).

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www.experienceco.com info@experienceco.com T: 1300 601 899

Experience Co Limited ABN 56 167 320 470 ASX:EXP PO Box 5361 Wollongong NSW 2500

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	No new issue of shares– quotation of 6,756,757 fully paid ordinary shares released from voluntary escrow on 15 December 2018.
	NA
	Fully paid ordinary shares ranking equally with existing fully paid ordinary shares

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	Yes
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

Appendix 3B Page 2

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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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	NA
	NA
	NA
	NA
	NA
	NA
	Number	~~+~~Class
	Refer section 42

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 6,756,757 Fully paid ordinary shares (restricted until 15 December 2018) 1,120,029 Service Rights (granted in accordance with the Company’s Employee Incentive Plan (EEIP)) 10 Dividend policy (in the case of a NA trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

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11 Is security holder approval NA
required?
12 Is the issue renounceable or non- NA
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
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• See chapter 19 for defined terms.

Appendix 3B Page 4

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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 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?	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• 31 How do security holders sell part NA of their entitlements through a broker and accept for the balance?

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

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.

Appendix 3B Page 6

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Entities that have ticked box 34(b)

38 Number of[+] securities for which 6,756,757 +quotation is sought 39 +Class of +securities for which Fully Paid Ordinary Shares quotation is sought 40 Do the[+] securities rank equally in Yes 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 End of restriction period on now 15 December 2018 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 555,811,840 Fully Paid Ordinary +securities quoted on ASX Shares ( including the[+] securities in clause 38)

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.

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Sign here: ............................................................ Date: 17 December 2018 (Company Secretary)

Print name: Fiona van Wyk

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• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013