PRAEMIUM LIMITED — Capital/Financing Update 2011

Nov 9, 2011

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

Praemium Limited

ABN

74 098 405 826

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 Ordinary Shares be issued 2 Number of[+] securities issued or 66,667 Ordinary Shares to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Fully paid ordinary shares issued, issued to UK (eg, if options, exercise price and staff on vesting of Performance Rights (UK EMI expiry date; if partly paid Options). +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 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 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Yes. The new ordinary shares will rank equally with the existing ordinary shares on issue traded under ticker code PPS.	Yes. The new ordinary shares will rank equally with the existing ordinary shares on issue traded under ticker code PPS.
	Nil. Shares were issued on vesting of PerformanceRights.
	Conversion of Performance Rights to Shares under the Praemium Directors & Employees Benefits Plan.
	9 November 2011
	Number	+Class
	292,938,278	292,871,611 - existing fully paid ordinary shares, plus 66,667new fully paid ordinary shares issued
	Number	+Class
	10,977,285	Performance Rights & Options (see detailed table attached as attachment A)
	No change in dividend policy

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or 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 issue
	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
	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

• See chapter 19 for defined terms.

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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 prospectus
	or Product Disclosure Statement
	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?
32	How do +security holders
	dispose of their entitlements
	(except by sale through a
	broker)?
33	+Despatch date

• See chapter 19 for defined terms.

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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

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

• See chapter 19 for defined terms.

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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 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)

Number +Class

• 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 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.

Sign here: Date: 10 November 2011 (Company secretary)

Print name: Paul Gutteridge

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Attachment A

Part 1, Question 9

ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price	ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price
ESOSAUS Options – exercisable for $0.35c expiring 30 December 2011 31/12/2008 31/12/2011 $0.35 62,286 62,286
PPSOPT Options – variable exercise price depending on date of exercise - 15cents from 10/8/13 to 9/8/14, 25cents if exercised betw een 10/8/14 and 9/8/15, and 35cents if exercised betw een 10/8/15 and 9/8/16 9/09/2011 9/08/2016 $0.15/ $0.25/ $0.35 1,000,000 1,000,000
Option Totals 1,062,286 0 0 0 1,062,286
ESP Code Issue Date No on Register on 24 October 2011 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 10 November 2011 (Date of this 3B) Description (All issued pursuant to the Employee & Directo Expiry Date Issue Price
Performance Rights - nil exercise price Tranche 2 - expire/vest 30/09/11 30/10/2010 30/10/2011 nil 712,500 712,500
	Performance Rights - nil exercise price Tranche 3 - expire/vest 30/09/12		30/10/2010	30/10/2012		nil		712,500				712,500
Performance Rights - nil exercise price Tranche 5 - expire/vest 30/10/11 29/10/2010 30/10/2011 nil 50,000 50,000
	Performance Rights - nil exercise price Tranche 6 - expire/vest 30/10/12		1/06/2010	30/10/2012		nil		50,000				50,000
Performance Rights - nil exercise price Tranche 7A - expire/vest 30/10/11 29/10/2010 30/10/2011 nil 100,000 100,000
	Performance Rights - nil exercise price Tranche 7B - expire/vest 30/10/12		29/10/2010	30/10/2012		nil		100,000				100,000
Performance rights (EMI Options (UK)) - nil exercise price Tranche 9 - Earliest Vest Date (subject to satisfaction of performance conditions) 6/4/10 23/12/2010 1/12/2020 nil 1,336,668 (66,667) 1,270,001
	Performance rights (EMI Options (UK)) - nil exercise price Tranche 10 - Earliest Vest Date (subject to satisfaction of performance conditions) 30/10/11		23/12/2010	1/12/2020		nil		710,001				710,001
Performance rights (EMI Options (UK)) - nil exercise price Tranche 11 - Earliest Vest Date (subject to satisfaction of performance conditions) 30/10/11 23/12/2010 1/12/2020 nil 709,997 709,997
	Performance Rights (CFOT1) – nil exercise price – Vest on date of issue of FY12 Annual report (subject to satisfaction ofperformance conditions)		9/09/2011	30/09/2012		Nil		250,000				250,000
Performance Rights (CFOT2) – nil exercise price – Vest on date of issue of FY13 Annual report (subject to satisfaction ofperformance conditions) 9/09/2011 30/09/2013 Nil 125,000 125,000
	Performance Rights (CEOT1) – nil exercise price – Vest on date of issue of FY13 Annual report (subject to satisfaction ofperformance conditions)		9/09/2011	30/09/2013		Nil		2,500,000				2,500,000
Performance Rights (CFOT3) – nil exercise price – Vest on date of issue of FY14 Annual report (subject to satisfaction ofperformance conditions) 9/09/2011 30/09/2014 Nil 125,000 125,000
	Performance Rights (CEOT2) – nil exercise price – Vest on date of issue of FY14 Annual report (subject to satisfaction ofperformance conditions)		9/09/2011	30/09/2014		Nil		1,250,000				1,250,000
Performance Rights (CEOT2) – nil exercise price – Vest on date of issue of FY15 Annual report (subject to satisfaction ofperformance conditions) 9/09/2011 30/09/2015 Nil 1,250,000 1,250,000
	Performance Rights(including EMI Options) Totals:							9,981,666	0	(66,667)	0	9,914,999
	Number of securities on issue that are notquoted							11,043,952	0	(66,667)	0	10,977,285

• See chapter 19 for defined terms.

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