PRAEMIUM LIMITED — Capital/Financing Update 2018

Nov 27, 2018

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 Ordinary Shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 138,214 shares 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) Fully paid ordinary shares issued.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?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	Yes. The new ordinary shares will rank equallywith the existing ordinary shares in issue tradedunder ASX ticker code PPS.
5	Issue price or consideration	Nil.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	UnderPraemium'sDirectors&EmployeesBenefits Plan:1. Conversion of Performance Rights to Sharesfor Praemium's CEO following approval byshareholders at the Company's AGM; and2. Conversion of Performance Rights to Sharesfor employees.
6a	Is the entity an +eligible entity that hasobtainedsecurityholderapprovalunder rule 7.1A?	Not applicable.
	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
6c	Number of +securities issued withoutsecurity holder approval under rule7.1
6d	Number of +securities issued withsecurity holder approval under rule7.1A

+ See chapter 19 for defined terms.

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 Refer Annexure 1 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. 28 November 2018 Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 405,074,641 404,936,427 existing fully paid ordinary shares, plus 138,214 new fully paid ordinary shares issued.

+ See chapter 19 for defined terms.

		Number	+Class
9	Number and +class of all +securities notquotedonASX(includingthe+securities insection 2 if applicable)	9,007,276	Performance Rights &Options (see detailedtableattachedasattachment A)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No change in dividend policy.

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.

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothe broker to the issue
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise, thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlements in fullthrough abroker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthe

• See chapter 19 for defined terms.

balance?

• 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

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

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

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.

Company secretary

Sign here: Date: 28 November 2018

Print name: Paul Gutteridge

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	399,819,975
Add the following:
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	5,113,310
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	107,268
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"	405,040,553

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	60,756,083
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:	34,088
•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"	34,088
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15Note: number must be same as shown inStep 2	60,756,083
Subtract "C"	34,088
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	60,721,995
	[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"

Note: number must be same as shown in Step 1 of Part 1

Not applicable

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

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

Attachment A- Part 1, Question 9

Description(AllissuedtheEmployee&DirectorsBenefitspursuanttoPlan)	IssueDate	ExpiryDate	IssuePrice	Noon RegisteronOctober292018	Lapsed /Expired /	Vested /Exercised	Allocations	Noon RegisteronNovember282018
				(Dateofthis3B)	Cancelled			(Dateofthis3B)
Performancerights (EMIOptions(UK))- nil exercise price Tranche 9 - Earliest
Vest Date (subjectto satisfactionofperformanceconditions)	23/12/2010	1/12/2020	Nil	33,333				33,333
PerformanceRights (FY13-1)– nil exercise price – Vest on date ofissue of
FY13 Annual report (subjectto satisfactionofperformanceconditions)	6/09/2012	1/12/2020	Nil	60,000				60,000
Rights (FY14-3)Performance– nil exercise price – Vest on date ofissue of
FY16 Annual report (subjectconditions)to satisfactionofperformance	11/09/2013	1/12/2022	Nil	85,000				85,000
PerformanceRights (FY15-1)– nil exercise price – Vest on date ofissue of
FY15 Annual report (subjectto satisfactionofperformanceconditions)	12/11/2014	31/12/2019	Nil	16,500				16,500
PerformanceRights (FY15-2)– nil exercise price – Vest on date ofissue of
FY16 Annual report (subjectto satisfactionofperformanceconditions)	12/11/2014	31/12/2019	Nil	45,750				45,750
PerformanceRights (FY15-3)– nil exercise price – Vest on date ofissue of
FY17 Annual report (subjectto satisfactionofperformanceconditions)	12/11/2014	31/12/2019	Nil	71,000		(2,000)		69,000
PerformanceRights (FY16-1)– nil exercise price – Vest on date ofissue of
FY16 Annual report (subjectto satisfactionofperformanceconditions)	15/09/2015	31/12/2020	Nil	32,684		(729)		31,955
PerformanceRights (FY16-2)– nil exercise price – Vest on date ofissue of
FY17 Annual report (subjectto satisfactionofperformanceconditions)	15/09/2015	31/12/2020	Nil	67,519		(1,463)		66,056
PerformanceRights (FY16-3)– nil exercise price – Vest on date ofissue of
FY18 Annual report (subjectto satisfactionofperformanceconditions)	15/09/2015	31/12/2020	Nil	427,800		(16,200)		411,600
PerformanceRights (FY17-1)– nil exercise price – Vest on date ofissue of
FY17 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2016	31/12/2021	Nil	50,967		(1,228)		49,739
PerformanceRights (FY17-2)– nil exercise price – Vest on date ofissue of
FY18 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2016	31/12/2021	Nil	206,465		(4,250)		202,215
Rights (FY17-3)Performance– nil exercise price – Vest on date ofissue of
FY19 Annual report (subjectconditions)to satisfactionofperformance	20/09/2016	31/12/2021	Nil	1,745,500				1,745,500
PerformanceRights (FY18-2)– nil exercise price – Vest on date ofissue of
FY18 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2017	31/12/2022	Nil	237,795	1	(112,345)	35,756	161,207
PerformanceRights (FY18-3)– nil exercise price – Vest on date ofissue of
FY19 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2017	31/12/2022	Nil	1,055,437	(3,000)			1,052,437
PerformanceRights (FY18-4)– nil exercise price – Vest on date ofissue of
FY20 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2017	31/12/2022	Nil	2,533,049	(7,200)			2,525,849
PerformanceRights (FY19-1)– nil exercise price – Vest on date ofissue of
FY19 Annual report (subjectto satisfactionofperformanceconditions)	16/10/2018	31/12/2023	Nil	369,734	(2,055)			367,679
PerformanceRights (FY19-2)– nil exercise price – Vest on date ofissue of
FY19 Annual report (subjectto satisfactionofperformanceconditions)	16/10/2018	31/12/2023	Nil	616,230	(3,425)			612,805
PerformanceRights (FY19-3)– nil exercise price – Vest on date ofissue of
FY19 Annual report (subjectto satisfactionofperformanceconditions)	16/10/2018	31/12/2023	Nil	1,478,868	(8,219)			1,470,649
PerformanceRights(includingEMIOptions)Totals:				9,133,632	(23,898)	(138,214)	35,756	9,007,276
Numberofsecuritieson issuethatquotedare not				9,133,632	(23,898)	(138,214)	35,756	9,007,276