PRAEMIUM LIMITED — Capital/Financing Update 2013

Oct 31, 2013

Appendix 3B New issue announcement

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

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 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)	Ordinary Shares
	653,334
	Fully paid ordinary shares issued

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes. The new ordinary shares will rank equally with the existing ordinary shares in issue traded respects from the[+] issue date with an under ASX ticker code PPS. 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 Nil. Shares were issued on vesting of Performance Rights. 6 Purpose of the issue Conversion of UK Performance Rights to (If issued as consideration for the Shares under the Praemium Directors & acquisition of assets, clearly identify Employees Benefits Plan. those assets) 6a Is the entity an[+] eligible entity that Not applicable. 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

• See chapter 19 for defined terms.

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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 31 October 2013 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 374,610,895 373,957,561 - existing fully paid ordinary +securities quoted on ASX shares, plus 653,334 ( including the[+] securities in new fully paid ordinary section 2 if applicable) shares issued

• See chapter 19 for defined terms.

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Number +Class 9 Number and[+] class of all[+] securities 13,718,333 Performance Rights & not quoted on ASX ( including the Options (see detailed +securities in section 2 if applicable) table attached as attachment A) 10 Dividend policy (in the case of a trust, No change in dividend policy. distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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

• 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?

• 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)?

• 33 +Issue date

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

Appendix 3B New issue announcement

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

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) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.

Sign here: Company secretary

Date: 31 October 2013

Print name: Paul Gutteridge

Appendix 3B New issue announcement

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

==> picture [415 x 382] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary Not applicable
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
securities cancelled during that 12 month
period
“A”
----- End of picture text -----

• 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
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	Not applicable
“C”
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
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

Appendix 3B New issue announcement

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” Not applicable Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Multiply “A” by 0.10

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

Insert number 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

“E”

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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 11

Attachment A- Part 1, Question 9

Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price	Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan) Expiry Date Issue Price
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 1,000,000 0 0 0 1,000,000
Issue Date No on Register on 24 September 2013 (Date of this 3B) Expired / Cancelled / Lapsed / Failure to vest Vested/ Exercised Allocations No on Register on 31 October 2013 (Date of this 3B) Description (All issued pursuant to the Employee & Directors Benefits Plan approv Expiry Date Issue Price
Performance rights (EMI Options (UK)) - nil exercise price Tranche 9 - Earliest Vest Date (subject to satisfaction ofperformance conditions) 6/4/10 23/12/2010 1/12/2020 Nil 943,334 (326,667) 616,667
Performance rights (EMI Options (UK)) - nil exercise price Tranche 10 - Earliest Vest Date (subject to satisfaction ofperformance conditions) 30/10/11		23/12/2010	1/12/2020		Nil		710,000		(326,667)		383,333
Performance rights (EMI Options (UK)) - nil exercise price Tranche 11 - Earliest Vest Date (subject to satisfaction ofperformance conditions) 30/10/11 23/12/2010 1/12/2020 Nil 710,000 (326,667) 383,333
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 of performance 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 (FY13-1) – nil exercise price – Vest on date of issue of FY13 Annual report (subject to satisfaction of performance conditions)		6/09/2012	31/10/2013		Nil		330,000				330,000
Performance Rights (FY13-2) – nil exercise price – Vest on date of issue of FY14 Annual report (subject to satisfaction ofperformance conditions) 6/09/2012 31/10/2014 Nil 960,000 (90,000) 870,000
Performance Rights (FY13-3) – nil exercise price – Vest on date of issue of FY15 Annual report (subject to satisfaction ofperformance conditions)		6/09/2012	31/10/2015		Nil		1,280,000	(120,000)			1,160,000
Performance Rights (FY13-5) – nil exercise price – Issue to non-executive directors upon shareholder approval (FY14) 9/11/2012 30/11/2013 Nil 500,000 500,000
Performance Rights (FY14-1) – nil exercise price – Vest on date of issue of FY14 Annual report (subject to satisfaction ofperformance conditions)		11/09/2013	31/10/2014		Nil		960,000			45,000	1,005,000
Performance Rights (FY14-2) – nil exercise price – Vest on date of issue of FY15 Annual report (subject to satisfaction ofperformance conditions) 11/09/2013 31/10/2015 Nil 960,000 45,000 1,005,000
Performance Rights (FY14-3) – nil exercise price – Vest on date of issue of FY16 Annual report (subject to satisfaction ofperformance conditions)		11/09/2013	31/10/2016		Nil		1,280,000			60,000	1,340,000
Performance Rights(including EMI Options) Totals: 13,758,334 (536,667) (653,334) 150,000 12,718,333
Number of securities on issue that are notquoted 14,758,334 (536,667) (653,334) 150,000 13,718,333