PRAEMIUM LIMITED — Major Shareholding Notification 2017

May 15, 2017

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

PRAEMIUM LIMITED (ASX Code: PPS) To Company Name/Scheme

ACN/ARSN

098 405 826

Details of substantial holder(1) 1.

Name

Paradice Investment Management Pty Ltd as trustee for the Paradice Micro Investment Fund A/C PSMCAE (Paradice)

ACN/ARSN (if applicable) 090 148 619

There was a change in the interests of thesubstantial holder on	12/05/2017
The previous notice was given to the company on	14/03/2017
The previous notice was dated	14/03/2017

$2.$ Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power $(5)$	Person's votes	Voting power (5)
Ordinarv	68.764.438	17.28%	32.681.714	8.211%

$3.$ Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Personwhoserelevantinterestchanged	Nature of change (6)	Considerationgiven in relationto change $(7)$	Class andnumber ofsecuritiesaffected	Person'svotes affected
12/05/2017	Paradice	Paradice no longer has a relevant interest in theordinary securities of each of Mr Michael BernardOhanessian, Mr Michael Ohanessian & Mrs CandaceOhanessian as trustees for the M & C Ohanessian $S/F$A/C, Australian Ethical Investment Ltd ACN 003 188930 as trustee for the Australian Ethical AustralianShares Fund and the Australian Ethical EmergingCompanies Fund, and Supertico Pty Ltd ACN 138 618498 as trustee for the TAG Small Cap Fund A/C(each, together with Paradice, a Requisitioner). Thisis because Paradice no longer has control over eachRequisitioner's rights to vote in respect of theirordinary shares under the cooperation deed enteredinto between the Requisitioners and dated 14 March2017 (Cooperation Agreement), a copy of which isattached at Annexure A. This is because theCooperation Agreement terminated with immediateeffect from the conclusion of the extraordinarygeneral meeting of Praemium Limited on 12 May2017.	Inconsiderationfor each partyhavingperformed itsobligationsundertheCooperationAgreement.	68,764,438ordinarysecurities	68,764,438

$4.$ Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered holder	Person entitled to	Nature of relevant	Class and	Person's votes
relevant interest	of securities	be registered as	interest $(6)$	number of
		holder $(8)$		securities
Paradice	National	National	Paradice controls	32,681,714	32,681,714
	Nominees Ltd	Nominees Ltd	the exercise of the	ordinary shares
			right to vote
			32,681,714
			ordinary shares as
			trustee of the
			Paradice Micro
			Investment Fund
			(A/C PSMCAE),
			and so has a
			relevant interest in
			those shares in
			accordance with
			section $608(1)(b)$
			of the Act.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as fo

Name and ACN/ARSN (if applicable)	Nature of association
Each of the Requisitioners	Each Requisitioner has ceased to be an associate of Paradice as theCooperation Agreement terminated with immediate effect from theconclusion of the extraordinary general meeting of PraemiumLimited on 12 May 2017. Accordingly, Paradice is no longer actingin concert with, or party to a relevant agreement with, each otherRequisitioner in respect of Praemium Limited.

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Paradice Investment Management Pty Ltd	Level 27, Chifley Tower, 2 Chifley Square, Sydney NSW
ACN 090 148 619 as trustee for the	2000
Paradice Micro Investment Fund A/C
PSMCAE
Mr Michael Bernard Ohanessian	Unit 4, 22 Abinger Street, Richmond VIC 3121
Mr Michael Ohanessian & Mrs Candace	Unit 4, 22 Abinger Street, Richmond VIC 3121
Ohanessian as trustees for the M $& C$
Ohanessian S/F A/C
Australian Ethical Investment Ltd ACN 003	Level 8, 130 Pitt Street, Sydney NSW 2000
188 930 as trustee for the Australian Ethical
Australian Shares Fund and the Australian
Ethical Emerging Companies Fund
Supertco Pty Ltd ACN 138 618 498 as	7 Dover Street, Richmond VIC 3121
trustee for the TAG Small Cap Fund A/C

Signature

print name	Peter Manley	Company SecretarycapacityParadice Investment Management Pty Ltd
sign here		date $16 / 05 / 2017$
		Contract Contract Contract

Annexure A

This is the Annexure A of 12 pages referred to in the Form 604 (notice of change of interests of substantial holder) signed by me and dated 16 May 2017.

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$\ddot{\phantom{a}}$

Peter MauleyCompany Secretary Paradice Investment Management Pty Ltd

٦

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STOCK: PRAEMIUM LIMITED

3. CHANGES IN RELEVANT INTERESTS

				CLASS & NO.
				ŏ	PERSON'S
			CONSIDERATION GIVEN IN	SECURITIES	VOTES
JATE OF CHANGE	NHOSE RELEVANT INTEREST CHANGEDERSON	NATURE OF CHANGE	RELATION TO CHANGE $	AFFECTED	AFFECTED
$7 - Feb - 17$	Paradice Investment Management Pty LtdParadice Investment Management Pty LtdParadice Investment Management Pty LtdParadice Investment Management Pty Ltd	Share Purchase	$1,794,156.55	1,011,086	1,011,086
		Share Purchase	$667,981.27	1,510,928	1,510,928
20-Feb-1721-Feb-17		Share Purchase	$242,663.90	548,393	548,393
$16$ -Mar-1		Share Purchase	$278,828.61	734,117	734,117

9,804,524	9,804,524
1,804,524	6,804,524
.,983,630.33	2,983,630.33
rotal Purchaseotal Sales	otal

4. PRESENT RELEVANT INTERESTS

		ered aserson entitled to be regiĺ		ᅙClass & No
ësterrā	of SecuritiesHoldereredłăı	older	Vature of Relevant Interest	ecurities	ersons Votes
S$\frac{1}{1}$ìçŞ١)$\frac{1}{2}$3īj	Ltdminees Lיהורjᢛ	inees LtdjNeuona	anagervestmer	32.681.714	32,681,714
			TOTAL	32,681,714	32,681,714

This is annexure A of 1 pages referred to in form 604 Notice of change of Interests of Substantial Shareholder

16/05/2017DATE 2 PETER MANLEY

COMPANY SECRETARYCAPACITY