IPH LIMITED — Share Issue/Capital Change 2015

Sep 16, 2015

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ASX Announcement

17 September 2015

- Appendix 3B Issue of new Performance Rights & Retention Rights

Please find attached an Appendix 3B giving details of the issue of 276,261 new Performance Rights and 210,916 new Retention Rights.

For more information, please contact:

David Griffith, Managing Director Malcolm Mitchell, Group Chief Financial Officer Ph: +61 2 9393 0301

About IPH Limited

IPH Limited (“IPH”, ASX:IPH) is the holding company of Spruson & Ferguson and Fisher Adams Kelly, which comprise the leading intellectual property (“IP”) services group in the Asia-Pacific region, offering a wide range of services for the protection, commercialisation, enforcement and management of IP. These services are provided across Australia, New Zealand, Papua New Guinea, the Pacific Islands and Asia from offices in Sydney, Singapore, Kuala Lumpur and supported by a representative office in Shanghai. The firm comprises a multidisciplinary team of approximately 300 people, including some of the most highly regarded IP professionals in the Asia-Pacific region. The team services a diverse client base of Fortune Global 500 companies and other multinationals, public sector research organisations, foreign associates and local clients. IPH is the first IP services firm to list on the Australian Stock Exchange.

IPH Limited | Level 35, 31 Market St Sydney, NSW 2000, Australia | www.iphltd.com.au

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

IPH Limited

ABN

49 169 015 838

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 1. Performance Rights be issued 2. Retention Rights 2 Number of[+] securities issued or 1. 276,261 Performance Rights to be issued (if known) or maximum number which may 2. 210,916 Retention Rights be issued

3 Principal terms of the 1. Vesting of Performance Rights occurs on +securities (e.g. if options, 8 September 2018. exercise price and expiry date; if partly paid +securities, the The number of Performance Rights amount outstanding and due which vest will depend on two dates +convertible for securities, payment; the if performance conditions, 50% of the Performance Rights are subject to the conversion price and dates for performance condition of Total conversion)

The number of Performance Rights which vest will depend on two performance conditions, 50% of the Performance Rights are subject to the performance condition of Total Shareholder Return (TSR) and the remaining 50% of the Performance Rights are subject to the performance condition of Earnings Per Share (EPS), with each of these performance conditions being tested at the end of the measurement period of 3 years. Any Performance Rights which do not vest on 8 September 2018, will lapse. All Performance Rights have a nil exercise price. Vested Performance Rights can be converted into Fully Paid Ordinary Shares in the capital of IPH Limited, in accordance with the terms of grant. 2. Vesting of Retention Rights occurs in three tranches. The first tranche will vest on 1 July 2016, the second tranche will vest on 1 July 2017 and the third tranche will vest on 1 July 2018. The Retention Rights are subject to a service condition and will vest if the participant continues to be employed by a member of the IPH group on the relevant vesting date. Any Retention Rights which do not vest on their relevant vesting date, will lapse. All Retention Rights have a nil exercise price. Vested Retention Rights can be converted into Fully Paid Ordinary Shares in the capital of IPH Limited, in accordance with the terms of grant.

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 2

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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

• After 8 September 2018, vested Performance Rights can be converted into Fully Paid Ordinary Shares in the capital of IPH Limited in accordance with the terms of grant. Fully Paid Ordinary Shares resulting from that conversion will rank equally with other Fully Paid Ordinary Shares then on issue.

• After each vesting date (1 July 2016, 1 July 2017 and 1 July 2018), vested Retention Rights can be converted into Fully Paid Ordinary Shares in the capital of IPH Limited in accordance with the terms of grant. Fully Paid Ordinary Shares resulting from that conversion will rank equally with other Fully Paid Ordinary Shares then on issue.

• Nil

• Nil

• 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?

• Grant of Performance Rights

• Grant of Retention Rights

No

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

N/A

N/A

6d Number of+securities issued with security holder approval under rule 7.1A 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)	N/A
	N/A
	N/A
	N/A
	N/A
	Refer to Annexure 1
	1. 17 September 2015 2. 17 September 2015
	Number	+Class
	163,407,275	Ordinary Shares

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 4

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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
	551,969 353,773	Performance Rights issued under the Long Term Incentive Plan published on the ASX on 17 November 2014 Retention Rights issued under the Retention Plan published on the ASX on 17 November 2014
	Fully Paid Ordinary Shares resulting from the conversion of Performance Rights and Retention Rights will have the same dividend policy as the Fully Paid Ordinary Shares then on issue,from the date of issue

Part 2 - Pro rata issue

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

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 6

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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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	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

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 8

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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[+] 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 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 +securities quoted on ASX ( 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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17 September 2015

Sign here: ............................................................ Date: ......................... ( ~~Director/~~ Company secretary)

Malcolm Mitchell

Print name: ............................................................

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 10

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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

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Insert number of fully paid [+] ordinary 157,559,499
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
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 N/A
securities cancelled during that 12 month
period
“A” 157,559,499
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• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) 04/03/2013

Appendix 3B Page 11

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 23,633,925

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 5,847,776 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

• “C” 5,847,776

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	23,633,925
Note: number must be same as shown in
Step 2
Subtract“C”	5,847,776
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	17,786,149
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 12

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
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	N/A
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	N/A
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	N/A
“E”	N/A

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) 04/03/2013

Appendix 3B Page 13

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

• See chapter 19 for defined terms. Appendix 3B - Performance Rights - IPH (WM01303730-002) Appendix 3B Page 14

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