PRAEMIUM LIMITED — Major Shareholding Notification 2020

Aug 19, 2020

Form 604

Corporations Act2001 Section 671B

Notice of change of interests of substantial holder

To CompanyName/Scheme	Powerwrap Limited (PWL)
ACN/ARSN	129 756 850
1. Details of substantialholder(1)
Name	Praemium Limited (PPS)
ACN/ARSN (if applicable)	098 405 826
There was a change in the interests of thesubstantialholderon	19 82020//
The previous notice was given tothecompanyon	1982020//

2. Previous and present votingpower

The previous notice was dated / /

The total number of votes attached to all the voting shares in thecompanyor voting interests in thescheme that thesubstantial 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 thecompanyor scheme, are as follows:

19 8 2020

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	59,531,053	28.92%	62,373,558	30.30%

3. Changes in relevant interests

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

Date ofchange	Person whoserelevant interestchanged	Nature ofchange(6)	Considerationgiven in relationto change(7)	Classandnumber ofsecuritiesaffected	Person's votesaffected
19/8/2020	PPS	Increase in relevantinterest from receipt of	The Offer Considerationis set out in the Bidder's	2,842,505	2,842,505
		acceptances to PPS' off	Statement dated 22 July
		market takeover offer	2020
		for the ordinary sharesin PWL (Offer)

4. Presentrelevant 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 beregisteredas 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 haveaccepted the offer	Subject to the terms ofthe Offer, PPS	Subject to the Offer theshares have not yet beentransferred from the offerees	31,291,286	31,291,286

5. Changes in association

The persons whohavebecomeassociates (2)of, ceased to be associates of, or have changedthe nature of their association (9) with, the substantial holder in relation to voting interests in thecompanyor scheme are as follows:

Name andACN/ARSN (if applicable)	Nature of association
N/A

6. Addresses

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

Name	Address
PPS	Level 19, 367 Collins Street, Melbourne, VIC, 3000

Signature

print name Paul Gutteridge	capacity Company Secretary
signhere	date20 / 8 / 2020

DIRECTIONS

• (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) Seethe definition of "associate"insection 9of 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 powerof a person to exercise,control the exercise of,orinfluence the exercise of,the voting powers or disposalof the securities to which the relevant interest relates (indicating clearlythe 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.