Arnold Bloch Leibler

Lawyers and Advisers

Facsimile

Attention	ASX Market Announcements Office
Company	ASX Limited
Fax No.	1300 135 638

From	Jeremy Leibler
Date	16 May 2017
Subject	Praemium Ltd (ASX: PPS)
	Form 605: Notice of ceasing to be a
	substantial holder
Total pages	16 (including cover sheet)

Our Ref JDL File No. 011563291

Contact Jeremy Leibler Direct 61 3 9229 9744 Facsimile 61 3 9916 9523 [email protected]

MELBOURNE SYDNEY

Lavel 21 333 Collins Street Melbourne

Victoria 3000 Australia DX38455 Melbourne www.abl.com.au

Telephone 61 3 9229 9999

Facsimile

61 3 9229 9900

Please see attached notice under section 671B of the Corporations Act 2001 $(Ch).$

Yours sincerely Jeremy kélbler

Partner

If you do not receive this message in full, please notify by telephoning 61 3 9229 9899.

This facsimile contains privileged and confidential information intended only for the addressee.

If you are not the addressee, or the person responsible for delivering it to the addressee, you may not copy or deliver this facsimile to anyone else or use or disseminate any of the information. contained in this facsimile.

If you receive this facsimile by mistake, please nouly us immediately by islephone and return the original facsimile and all copies thereof to as by post.

We will reimburse any reasonable costs you incur in holifying us and in returning the facsimile to us.

Thank you.

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

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

098 405 826 ACN/ARSN

$\mathbf{I}$ Details of substantial holder(1)

Name	Each of the parties listed in Annexure A (each a Ceasing Holder)
ACN/ARSN (if applicable)
The holder caused to be asubstantial holder on	12.405.4.2017.
The previous notice was given to the company on	$-15/03/2017$
The previous notice was dated	147.037.3017

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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	Person whoserelevant	Nature of change (4)	Consideration givenin relation to change.	Cials(6)and number	Person's votesaffected
	interestchanged		(5)	еĒsecuritiesaffected
12/05/2017	Each CeasingHolder	Each Ceasing Holder no longer has arelevant interest in the ordinarysecurities hold by Paradice InvestmentManagement Pty Ltd ACN 090 148 619as trustee for the Paradice MicroInvestment Pund A/C PSMCAE(Paradice) and each other CeasingHolder (each Ceasing Holder, together)with Paradice, is a Requisitioner). Thisis because each Ceasing Holder nolonger has control over eachRequisitioner's rights to vote in respectof their ordinary shares under thecooperation deed entered into betweenthe Requisitioners and dated 14 March.2017 (Cooperation Agreement), a copyof which is attached at Annexure B.This is because the CooperationAgreement terminated with immediateeffect from the conclusion of theextraordinary general meeting ofPraemium Limited on 12 May 2017.Paradice continues to have a substantialholding in Pracmium Limited and willfile a separate notice in respect of thatholding.	In consideration foreach party havingperformed itsobligations underthe CooperationAgreement.	68,764,438eramarysecurities	68.764.438

$\overline{3}$ Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Each of the Requisitioners	Each Requisitioner has now ceased to be an associate of eachCaasing Holder as the Cooperation Agreement terminated withimmediate effect from the conclusion of the extraordinary generalmeeting of Praemium Umited on 12 May 2017. Accordingly, eachCeasing Holder is no longer acting in concert with, or party to arelevant agreement with, each other Requisitioner in respect ofPregmium Limited

$\hat{\mathbf{A}}_i$ Addresses

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

*************

	;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;

Each of the parties listed in Annexure A.	$\blacksquare$ Refer to Annexure A
090-148-619 as trustee for the Paradice Micro-Investment Fund A/C PSMCAE	Paradice Investment Management Pty Ltd ACN $\vert$ Level 27, Chifley Tower, 2 Chifley Square, Sydney NSW 2000

Signature

$\langle \hat{B} \rangle$

mint name	Michael Bernard Ohanessian	capacity
	CONSTRUCTS.
sign here	ssev.	16 May 2017date1.1.1.1
	ALC.	.

Annexure "A" to Form 605

This is Annexure "A" of one page referred to in Form 605 - Notice of ceasing to be a substantial holder signed by me and dated $16$ May 2017.

.W ..............

Signed by Michael Bernard Ohanessian

Name	Address
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
Superted Ptv 1td ACN 138 618 498 as	7 Dover Street, Richmond VIC 3121
trustee for the TAG Small Cap Fund $A/C$

Aine,Ere «B" to Form 605

This is Annenim UB" of 12 pages referred to in Form 605 - Notice of coming to be s substmnlial holder signcdby me ind dated 16 May 2017.

Michael Bernard Ohanmian

Arnold Bloch Leibler

Lawvers and Advisers

Cooperation Deed -Praemium Limited

14 MARCH 2017

Mr Michael Bernard Ohanessian

Mr Michael Ohanessian & Mrs Candace Ohanessian as trustees for the M & C Ohanessian S/F A/C

Paradice Investment Management Pty Ltd ACN 090 148 619 as trustee for the Paradice Micro Investment Fund (A/C PSMCAE)

Australian Ethical Investment Ltd ACN 003 188 930 as trustee for the Australian Ethical Australian Shares Fund and the Australian Ethical Emerging Companies Fund

Supertco Pty Ltd ACN 138 618 498 as trustee for the Tag Small Cap Fund A/C

Arnold Bloch Leibler Lawyers and Advisers

Level 21 333 Collins Street | Melbourne | Victoria 3000 Australia Level 24 Chifley Tower 2 Chifley Square | Sydney | NSW 2000 Australia

mangangan

Ref: JDL:JUH 011903633ABL/5648019

14 MARCH 2017 THIS DEED is made on

PARTIES

MR MICHAEL BERNARD OHANESSIAN

of Unit 4, 22 Abinger Street, Richmond VIC 3121

and

MR MICHAEL OHANESSIAN & MRS CANDACE OHANESSIAN AS TRUSTEES FOR THE M & C OHANESSIAN S/F A/C

of Unit 4, 22 Abinger Street, Richmond VIC 3121

and

PARADICE INVESTMENT MANAGEMENT PTY LTD AS TRUSTEE FOR THE PARADICE MICRO INVESTMENT FUND (A/C PSMCAE) ACN 090 148 619

of Level 27, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 ("Paradice")

and

AUSTRALIAN ETHICAL INVESTMENT LTD AS TRUSTEE FOR THE AUSTRALIAN ETHICAL AUSTRALIAN SHARES FUND AND THE AUSTRALIAN ETHICAL EMERGING COMPANIES FUND ACN 003 188 930 of Level 8, 130 Pitt Street, Sydney NSW ("Australian Ethical")

and

SUPERTCO PTY LTD AS TRUSTEE FOR THE TAG SMALL CAP FUND A/C ACN 138 618 498 of 7 Dover Street, Richmond VIC 3121

BACKGROUND

As at the date of this document, each of the parties (or their nominees) are the registered A holders of Shares.
The parties wish to act in concert with each other in relation to the calling of the EGM and $\mathbf{B}$ passing of the Resolutions in accordance with the terms of this Deed.

AGREED TERMS

Definitions and interpretation 1

Definitions $1.1$

In this document, unless the context requires otherwise:

Arnold Bloch Leibler Rat: JDL: JUH 0119036

Cooperation Deed | Page 1

"Bank" means a corporation authorised by law to carry on the general business of banking in Australia.

"Business Day" means a day on which Banks are open for general banking business in Melbourne, excluding Saturdays, Sundays and public holidays.

"Corporations Act" means the Corporations Act 2001 (Cth).

"EGM" means an extraordinary general meeting of members of Praemium to be called and at which Praemium's members will vote on the Resolutions.

"Praemlum" means Praemlum Limited ACN 095 405 826.

"Relevant Interest" has the meaning given in Chapter 6 of the Corporations Act.

"Resolutions" means members resolutions to remove the Company's existing directors, to remove any directors appointed after the date of this document but before the EGM, and appoint the following as directors in their place:

Mr Barry Lewin; $(a)$
Mr Stuart Robertson; and $(b)$
Mr Daniel Lipshut. $(C)$

"Shares" means an ordinary share in the capital of Praemium.

Words and expressions $1.2$

In this document, unless the context requires otherwise:

the singular includes the plural and vice versa; $(a)$
words denoting any gender include all genders; $(b)$
where a word or phrase is defined, its other grammatical forms have a $\langle$ c $\rangle$ corresponding meaning;
a reference to a party, clause, paragraph, schedule or annexure is a reference to $(d)$ a party, clause, paragraph, schedule or annexure to or of this document;
a reference to this document includes any schedules or annexures; $(e)$
the background or recitals to this document are adopted as and form part of this $(f)$ document:
a reference to any document or agreement includes a reference to that document (g) or agreement as amended, novated, supplemented, vaned or replaced from time to time;
a reference to a time is a reference to Australian Eastern Standard Time or $(h)$ Australian Eastern Daylight Time, whichever is appropriate;
a reterence to a party includes its executors, administrators, successors, $\langle i \rangle$ substitutes (including persons taking by novation) and permitted assigns;
words and expressions denoting natural persons include bodies corporate, $\langle$ i partnerships, associations, firms, governments and governmental authorities and agencies and vice versa:
a reference to any legislation or to any provision of any legislation includes: $(k)$
- any modification or re-enactment of the legislation; $(i)$
- any legislative provision substituted for, and all legislation, statutory $(i)$ instruments and regulations issued under, the legislation or provision; and
where relevant, corresponding legislation in any Australian State or $(iii)$ Territory:
no rule of construction applies to the disadvantage of a party because that party $(1)$ was responsible for the preparation of this document or any part of it; and
the words "including", "for example", "such as" or other similar expressions (in $(m)$ any form) are not words of limitation.

EGM 2

EGM $2.1$

The parties agree to act in concert in relation to the calling of the EGM and the passing of the Resolutions.

$2.2$ Information

The parties agree to provide all relevant information to the other parties for the purpose of clause 2.1.

$2.3$ Voting agreement

The parties acknowledge and agree that at the EGM, each party must vote any Shares held by them (or direct their nominee to vote, as applicable, all Shares) in favour of those Resolutions.

3 Shares

$3.1$ Changes in Shares

Until the termination of this document, each party undertakes to notify the other parties promptly (and in any event by the next Business Day) of any change to its Relevant Interest in Shares.

$3.2$ 20% prohibition

The parties agree that no party may make an acquisition of a Relevant Interest in Shares, where the acquisition would result in any party's "voting power" (as defined in the Corporations Act) in Praemium increasing to 20% or higher.

Prohibition on further acquisitions $3.3$

Each party acknowledges and agrees that after the date of this document, it may not without the prior written consent of each other party, make an acquisition of a Relevant Interest in any Shares on issue in Praemium, except for:

Paradice; and $(a)$
Australian Ethical. $(b)$

who may, after the date of this document, each separately acquire a Relevant Interest in no more than 1% of the total Shares on issue in Praemium.

4 Termination

Termination with immediate effect $4.1$

This document will automatically terminate with immediate effect:

on any date agreed upon by the parties; or $(a)$
immediately following the end of the EGM. $(b)$

Cooperation Deed | Page 3

Termination by one party $4.2$

A party may (Notifying Party), by written notice to each other party terminate the Notifying Party's obligations under this document, with immediate effect from delivery of that notice, after which the terms of this document, other than clauses 1.1, 5, 6 and 7, will not apply in respect of the Notifying Party.

$4.3$ Effect of termination

Termination of this document under this clause 4 (or any clauses of this document giving a party a right of termination) does not affect any accrued rights or remedies of any party.

5 Publicity

No party will make or authorise a public announcement or communication relating to the existence, subject matter or terms of this document unless:

it has the prior written consent of the other parties; or $(a)$
it is required to do so by law or stock exchange rules and gives the other parties $(b)$ reasonable notice of the intended announcement or communication.

6 Notices

Method $6.1$

All notices, requests, demands, consents, approvals, offers, agreements or other communications ("notices") given by a party under or in connection with this document must be:

in writing: $(a)$
signed by a person duly authorised by the sender or, where transmitted by $(b)$ e-mail, sent by a person duly authorised by the sender;
directed to the intended recipient's address (as specified in clause 6.3 or as $(c)$ varied by any notice); and
hand delivered, sent by prepaid post or transmitted by e-mail to that address. $(d)$

$6.2$ Receipt

A notice given in accordance with this clause is taken as having been given and received:

if hand delivered, on delivery; $(a)$
if sent by prepaid post, either: $(b)$
- on the day on which the relevant postal service estimates delivery will $\langle i \rangle$ occur: or
- on the first day of the period during which the relevant postal service $(ii)$ estimates delivery will occur.

based on the most recent estimate published by the relevant postal service as at the date on which the notice is sent; or

if transmitted by e-mail, within 2 hours of sending the email (unless the sender $(c)$ receives an error message confirming that transmission has not occurred),

but if the delivery or transmission is not on a Business Day or is after 5.00pm (recipient's time) on a Business Day, the notice is taken to be received at 9.00am (recipient's time) on the next Business Dav.

$6.3$ Address of parties

Unless varied by notice in accordance with this clause 6, the parties' addresses and other details are:

Party:	Mr Michael Bernard Ohanessian
Attention:	Michael Ohanessian
Address:	Unit 4, 22 Abinger Street, Richmond VIC 3121
E-mail	[email protected]
Party:Attention:Address:E-mail	Mr Michael Ohanessian & Mrs Candace Ohanessian as trustees for the M& C Ohanessian S/F A/CMichael OhanessianUnit 4, 22 Abinger Street, Richmond VIC 3121[email protected]
Party:	Paradice
Attention:	Rishi Khilnani and Peter Manley
Address:	Level 27, Chifley Tower, 2 Chifley Square, Sydney, NSW
E-mail	Rishi [email protected] and peter [email protected]
Party:	Australian Ethical
Attention:	Tom May
Address:	Level 8, 130 Pitt Street, Sydney NSW
E-mail	[email protected]
Party:	Supertco Pty Ltd as trustee for the TAG Small Cap Fund A/C
Attention:	Michael Smolders
Address:	7 Dover Street, Richmond VIC 3121
E-mail	[email protected]

$\overline{I}$ General

$7.1$ Entire Agreement

This document constitutes the entire agreement between the parties in relation to its subject matter. All prior discussions, undertakings, agreements, representations, warranties and indemnities in relation to that subject matter are replaced by this document and have no further effect.

$7.2$ Amendment

This document may not be amended or varied unless the amendment or variation is in writing signed by all parties.

Assignment 7.3

No party may assign, transfer or otherwise deal with this document or any right or obligation under this document without the prior written consent of each other party.

7.4 Further assurances

Each party must do or cause to be done all things necessary or reasonably desirable to give full effect to this document and the transactions contemplated by it (including, but not limited to, the execution of documents).

$75$ Counterparts

This document may be executed in any number of counterparts and all counterparts taken together will constitute one document.

Electronic delivery of document 7.6

If a party delivers an executed counterpart of this document or any other document executed in connection with it ("Relevant Document") by facsimile or other electronic means:

the delivery will be deemed to be an effective delivery of an originally executed $(a)$ counterpart; and
the party will still be obliged to deliver an originally executed counterpart, but the $(b)$ failure to do so will not affect the validity or effectiveness of the Relevant Document.

Governing law and jurisdiction 7.7

$\frac{1}{\sqrt{2}}$

This document will be governed by and construed in accordance with the laws in force in the State of Victoria and each party submits to the non-exclusive jurisdiction of the courts of that State.

ÿ.

ABL Fax Server

EXECUTED as a DEED

SIGNED SEALED and DELIVERED by MR MICHAEL BERNARD OHANESSIAN in the $\lambda$ presence of ١

Siónatúre

Michael Bemard Ohanessian

RAPHAEL LEName of witness (print) $LE$ $RE$

SIGNED SEALED and DELIVERED by MR MICHAEL OHANESSIAN & MRSCANDACE OHANESSIAN AS TRUSTEESFOR THE M & C OHANESSIAN S/F A/C

Michael Ohanessian

j)K

Witness

RAPHAEL LEIBLER Name of Witness

Candace Chanessian

Witness

مدل المستور المرار

$\ell$ APHAEL LEIBLER Name of Witness

$\overline{8}$

. . . . . . . . . . .

EXECUTED by PARADICE INVESTMENT $\begin{array}{c} \mathbf{1} \end{array}$ EACOD I CO BY PARADIGE INVESTMENTMANAGEMENT PTY LTD AS TRUSTEEFOR THE PARADICE MICROINVESTMENT FUND (A/C PSMCAE)

Signature of director

$\frac{\log N + N^2}{N}$ (2.3 %) $\frac{2.3}{N}$

Signature of director / company secretary (delete as applicable)

Name of director / company secretary (print)

$\overline{9}$

$\frac{1}{2}$

EXECUTED by AUSTRALIAN ETHICAL INVESTMENT LTD AS TRUSTEE FOR THE AUSTRALIAN ETHICAL AUSTRALIAN SHARES FUND AND THE AUSTRALIAN ETHICAL EMERGING COMPANIES FUND

Signature of director

$\hat{y}$ Name of director (brint)

Signature of director Company secretary(delete as applicable)

TOM $M/M$

Name of director / company secretary (print)

$1010$

$\big)$ $\frac{1}{2}$

EXECUTED by SUPERTCO PTY LTD AS TRUSTEE FOR THE TAG SMALL CAP FUND A/C by its sole director and sole company secretary

Signature of sole director and sole company secretary

ANDREW JAMES ABERCROMBIE

Name of sole director and sole company secretary (print)

. . . . . . . . . . . . . . . . .

......................................

AI assistant

PRAEMIUM LIMITED — Major Shareholding Notification 2017

65606_rns_2017-05-15_63be3fcc-bcf9-4346-a897-da0d4deeea50.pdf

Arnold Bloch Leibler

Facsimile

If you do not receive this message in full, please notify by telephoning 61 3 9229 9899.

Form 605

Notice of ceasing to be a substantial holder

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

$\mathbf{I}$ Details of substantial holder(1)

2. Changes in relevant interests

$\overline{3}$ Changes in association

$\hat{\mathbf{A}}_i$ Addresses

Signature

Annexure "A" to Form 605

Aine,Ere «B" to Form 605

Arnold Bloch Leibler

Cooperation Deed -Praemium Limited

PARTIES

MR MICHAEL BERNARD OHANESSIAN

MR MICHAEL OHANESSIAN & MRS CANDACE OHANESSIAN AS TRUSTEES FOR THE M & C OHANESSIAN S/F A/C

PARADICE INVESTMENT MANAGEMENT PTY LTD AS TRUSTEE FOR THE PARADICE MICRO INVESTMENT FUND (A/C PSMCAE) ACN 090 148 619

AUSTRALIAN ETHICAL INVESTMENT LTD AS TRUSTEE FOR THE AUSTRALIAN ETHICAL AUSTRALIAN SHARES FUND AND THE AUSTRALIAN ETHICAL EMERGING COMPANIES FUND ACN 003 188 930 of Level 8, 130 Pitt Street, Sydney NSW ("Australian Ethical")

SUPERTCO PTY LTD AS TRUSTEE FOR THE TAG SMALL CAP FUND A/C ACN 138 618 498 of 7 Dover Street, Richmond VIC 3121

BACKGROUND

AGREED TERMS

Definitions and interpretation 1

Definitions $1.1$

Words and expressions $1.2$

EGM 2

EGM $2.1$

$2.2$ Information

$2.3$ Voting agreement

3 Shares

$3.1$ Changes in Shares

$3.2$ 20% prohibition

Prohibition on further acquisitions $3.3$

4 Termination

Termination with immediate effect $4.1$

Termination by one party $4.2$

$4.3$ Effect of termination

5 Publicity

6 Notices

Method $6.1$

$6.2$ Receipt

$6.3$ Address of parties

$\overline{I}$ General

$7.1$ Entire Agreement

$7.2$ Amendment

Assignment 7.3

7.4 Further assurances

$75$ Counterparts

Electronic delivery of document 7.6

Governing law and jurisdiction 7.7

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PRAEMIUM LIMITED Major Shareholding Notification 2017