PRAEMIUM LIMITED — Major Shareholding Notification 2020

Sep 2, 2020

604 page 1/2 15July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Powerwrap Limited (PWL)

ACN/ARSN 129 756 850

1. Details of substantial holder (1)

Name Praemium Limited (PPS) ACN/ARSN (if applicable) 098 405 826

There was a change in the interests of the substantial holder on 2 9 2020 / / The previous notice was given to the company on 1 9 2020 / / The previous notice was dated 1 9 2020 / /

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	Previous notice		Present notice	Present notice
	Person's votes		Voting power (5)	Person's votes		Voting power (5)
Ordinary shares	69,495,122		33.76%	88,784,915		43.13%

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	Person whoserelevant interestchanged	Nature ofchange(6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
1/9/2020-2/9/2020	PPS	Increase in relevantinterest from receipt of	The Offer Considerationis set out in the Bidder’s	19,289,793	19,289,793
		acceptances to PPS’ off-market takeover offer	Statement dated 22 July2020
		for the ordinary sharesin PWL(Offer)

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes
PPS	PPS	PPS	Direct	31,082,272	31,082,272
PPS	Various offerees who have	Subject to the terms of	Subject to the Offer the
				57,702,643	57,702,643
	accepted the offer	the Offer, PPS	shares have not yet been
			transferred from the offerees

604 page 2/2 15July 2001

	604page 2/2 15July 2001	604page 2/2 15July 2001	604page 2/2 15July 2001
5. ChangesThe personsvoting interes6. AddresseThe addres	in associationwho 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 tots in the company or scheme are as follows:sses of persons named in this form are as follows:reprint namePaul GutteridgecapacityCompany Secretarysign heredate3 / 9 / 2020DIRECTIONSere are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or thenager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group ofsons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group,the names and addresses of members is clearly set out in paragraph 6 of the form.the definition of "associate" in section 9 of the Corporations Act 2001.the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.voting shares of a company constitute one class unless divided into separate classes.person's votes divided by the total votes in the body corporate or scheme multiplied by 100.ude details of:any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of anydocument setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme orarrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; andany qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of thesecurities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).the definition of "relevant agreement" in section 9 of the Corporations Act 2001.ails of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,ome entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of atingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they arepaid directly to the person from whom the relevant interest was acquired.e substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".e details, if appropriate, of the present association and any change in that association since the last substantial holding notice.NameAddress PPSLevel 19, 367 Collins Street, Melbourne, VIC, 3000Name and ACN/ARSN(if applicable)Nature of association N/A
	Name		Address
	PPS		Level 19, 367 Collins Street, Melbourne, VIC, 3000
Signatu(1)If thmaperwith(2)See(3)See(4)The(5)The(6)Incl(a)(b)See(7)Detbecconnot(8)If th(9)Giv

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 follows:

6. Addresses

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

Signature

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.