PRAEMIUM LIMITED — Capital/Financing Update 2016

Jun 2, 2016

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 orto be issued	Ordinary Shares
2	Number of +securities issued orto beissued(ifknown)ormaximum number which may beissued	45,000
3	Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Fully paid ordinary shares issued.

4	Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?	Yes. The new ordinary shares will rank equallywith the existing ordinary shares in issue tradedunder ASX ticker code PPS.
	If the additional +securities do notrank equally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the caseof a trust, distribution) or interestpaymentthe extent to which they do notrank equally, other than in relationto the next dividend, distribution orinterest payment
5	Issue price or consideration	Nil.ShareswereissuedonvestingofPerformance Rights.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Conversion of Performance Rights to Shares fora UK employee under the Praemium Directors &Employees Benefits Plan.
6a	Is the entity an +eligible entity that hasobtainedsecurityholderapprovalunder rule 7.1A?	Yes.
	If Yes, complete sections 6b – 6h inrelation to the +securities the subjectof this Appendix 3B, and comply withsection 6i
6b	The date the security holder resolutionunder rule 7.1A was passed	Following approval by shareholders at theCompany's AGM on 20 October 2015.
6c	Number of +securities issued withoutsecurity holder approval under rule7.1	Nil.
6d	Number of +securities issued withsecurity holder approval under rule7.1A	Nil.
6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific security holderapproval (specify date of meeting)	Not applicable

+ See chapter 19 for defined terms.

• 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)

Number	+Class
394,742,296	394,697,296existingfullypaidordinaryshares,plus45,000new fully paid ordinaryshares issued

Nil.

Not applicable

Not applicable

Refer Annexure A

2 June 2016

		Number	+Class
9	Number and +class of all +securities notquotedonASX(includingthe+securities in section 2 if applicable)	8,835,500	Performance Rights &Options (see detailedtableattachedasattachment A)

10 Dividend policy (in the case of a trust, 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

No change in dividend policy.

+ See chapter 19 for defined terms.

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.

• 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 ofthe 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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 whichquotation is sought
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?
	If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	Number	+Class

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: Date: 3 June 2016

Print name: Paul Gutteridge

Company secretary

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 placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	390,820,845
Add the following:
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	2,415,917
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	1,276,516
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid+ordinary securities cancelled during that12 month period	Nil
"A"	394,513,278

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	59,176,992
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	229,018
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	229,018
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	59,176,992
Note: number must be same as shown inStep 2
Subtract "C"	229,018
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	58,947,974
	[Note: this is the remaining placementcapacity under rule 7.1]

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"

394,513,278

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 39,451,328

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

Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	NIL
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	NIL

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10Note: number must be same as shown inStep 2	39,451,328
Subtract "E"	NIL
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	39,451,328Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

Attachment A- Part 1, Question 9

Description(Allissuedpursuant to theEmployee&DirectorsBenefitsPlan)	IssueDate	ExpiryDate	IssuePrice	Noon Registeron 2(DateMarch2016of3B)this	Lapsed /Expired /Cancelled	Vested /Exercised	Allocations	Noon Registeron 2(DateJune2016of3B)this
Performance rights (EMI Options (UK)) - nil exercise price Tranche 9 - Earliest Vest
Date (subject to satisfaction of performance conditions)	23/12/2010	1/12/2020	Nil	183,333				183,333
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	150,000				150,000
Performance Rights (FY13-2) – nil exercise price – Vest on date of issue of FY14
Annual report (subject to satisfaction of performance conditions)	6/09/2012	31/10/2014	Nil	90,000				90,000
Performance Rights (FY13-3) – nil exercise price – Vest on date of issue of FY15
Annual report (subject to satisfaction of performance conditions)	6/09/2012	31/10/2015	Nil	120,000				120,000
Performance Rights (FY14-1) – nil exercise price – Vest on date of issue of FY14
Annual report (subject to satisfaction of performance conditions)	11/09/2013	31/10/2014	Nil	510,000				510,000
Performance Rights (FY14-2) – nil exercise price – Vest on date of issue of FY15
Annual report (subject to satisfaction of performance conditions)	11/09/2013	31/10/2015	Nil	645,000	(45,000)	(30,000)		570,000
Performance Rights (FY14-3) – nil exercise price – Vest on date of issue of FY16
Annual report (subject to satisfaction of performance conditions)	11/09/2013	31/10/2016	Nil	1,680,000	(60,000)			1,620,000
Performance Rights (FY15-1) – nil exercise price – Vest on date of issue of FY15
Annual report (subject to satisfaction of performance conditions)	12/11/2014	31/10/2015	Nil	261,000		(15,000)		246,000
Performance Rights (FY15-2) – nil exercise price – Vest on date of issue of FY16
Annual report (subject to satisfaction of performance conditions)	12/11/2014	31/10/2016	Nil	672,000	(31,500)			640,500
Performance Rights (FY15-3) – nil exercise price – Vest on date of issue of FY17
Annual report (subject to satisfaction of performance conditions)	12/11/2014	31/10/2017	Nil	896,000	(42,000)			854,000
Performance Rights (FY16-1) – nil exercise price – Vest on date of issue of FY16
Annual report (subject to satisfaction of performance conditions)	15/09/2015	31/10/2016	Nil	587,500	(11,250)		1,500	577,750
Performance Rights (FY16-2) – nil exercise price – Vest on date of issue of FY17
Annual report (subject to satisfaction of performance conditions)	15/09/2015	31/10/2017	Nil	979,167	(18,750)		2,500	962,917
Performance Rights (FY16-3) – nil exercise price – Vest on date of issue of FY18
Annual report (subject to satisfaction of performance conditions)	15/09/2015	31/10/2018	Nil	2,350,000	(45,000)		6,000	2,311,000
PerformanceRights(includingEMIOptions)Totals:				9,124,000	(253,500)	(45,000)	10,000	8,835,500
Numberofsecuritieson issuethatare not quoted				9,124,000	(253,500)	(45,000)	10,000	8,835,500