PRAEMIUM LIMITED — Share Issue/Capital Change 2011

Mar 27, 2011

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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

50,000

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, 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 on exercise of options issued pursuant to Praemium Employee & Directors Benefits Plan.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	issue traded under ticker code PPS.	Yes. The new ordinary shares will rankequally with the existing ordinary shares on
	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 donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
5	Issue price or consideration	$0.155 per share.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Employee Benefits Plan;	Options were issued as an incentive / reward toemployee pursuant to Praemium Directors &
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	18 March 2011
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX	242,391,611	242,341,611- existing fully paidordinary shares, plus

(including the securities in

clause 2 if applicable)

50,000 new fully paid ordinary shares issued on exercise of option

at $0.155

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)	7,517,285	1,457,286 existingvested and not vested(after adjustments forexpiration andcancellation)optionshaving variousexercise prices as setout in Attachment A,plus 6,059,999existing performancerights (including rightsstructured as EMIoptions in UK) as setout in Attachment A

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

No change in dividend policy

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable ornon-renounceable?
13	Ratio in which the +securitieswill be offered
14	+Class of +securities to whichthe offer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which the
	entity has +security holders whowillnotbesentnewissuedocuments
	Note: Security holders must betold how their entitlements are tobe dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothebroker to the issue

+ See chapter 19 for defined terms.

• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
• 25 If the issue is contingent on +security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do +security holders sell their entitlements in full through a broker?
• 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch 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 of the 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 categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
• 37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of +securities for which quotation is sought

+ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ 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 not available now, 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 March 2011

Print name: Cathryn Nolan

== == == == ==

+ See chapter 19 for defined terms.

Attachment A Part 1, Question 9

ESP Code	Description(All issued pursuant to the Employee &Directors Benefits Plan approved at the Company's AGM in2008 and amended at the AGM in 2009)	Issue Date	Expiry Date	IssuePrice	No onregister14 Feb2011(date oflast 3B)	Expired /Cancelled/ Lapsed /failure tovest	Vested/Exercised	Allocations	No on Registeron 28 March2011(Date ofthis 3B)
ESOSAUS	Options –exercisable for $0.35c expiring 30 December 2011	31/12/2008	31/12/2011	$0.350	62,286				62,286
ESOSAUS	Options –exercisable for $0.155 expiring 30 September2011	15/03/2010	30/09/2011	$0.155	870,000		50,000		820,000
ESOSUK	Options –exercisable for $0.165 expiring 30 September2011	31/12/2009	30/09/2011	$0.165	440,000				440,000
PPSUOPT	Options –exercisable for $1.67 expiring 07 August 2011	13/03/2008	7/08/2011	$1.670	135,000				135,000
	Option Totals				1,507,286		50,000	0	1,457,286
	Performance Rights -nil exercise price Tranche2 -expire/vest 30/10/11	30/10/2010	30/10/2011	nil	975,000	25,000			950,000
	Performance Rights -nil exercise price Tranche3 -expire/vest 30/10/12	30/10/2010	30/10/2012	nil	975,000	25,000			950,000
	Performance Rights -nil exercise price Tranche5 -expire/vest 30/10/11	29/10/2010	30/10/2011	nil	50,000				50,000
	Performance Rights -nil exercise price Tranche6 -expire/vest 30/10/11	1/06/2010	30/10/2011	nil	50,000				50,000
	Performance Rights -nil exercise price Tranche7A-expire/vest 30/10/11	29/10/2010	30/10/2011	nil	100,000				100,000
	Performance Rights -nil exercise price Tranche7B-expire/vest 30/10/12	29/10/2010	30/10/2012	nil	100,000				100,000
	Performance Rights -nil exercise price Tranche8A-expire/vest 30/10/11	14/12/2010	30/10/2011	nil	125,000				125,000
	Performance Rights -nil exercise price Tranche8B-expire/vest 30/10/12	14/12/2010	30/10/2012	nil	125,000				125,000

ESP Code	Description(All issued pursuant to the Employee &Directors Benefits Plan approved at the Company's AGM in2008 and amended at the AGM in 2009)	Issue Date	Expiry Date	IssuePrice	No onregister14 Feb2011(date oflast 3B)	Expired /Cancelled/ Lapsed /failure tovest	Vested/Exercised	Allocations	2011	No on Registeron 28 March(Date ofthis 3B)
	Performance rights (EMI Options (UK)) -nil exercise priceTranche9 -Earliest Vest Date (subject to satisfaction ofperformance conditions) 6/4/10	23/12/2010	1/12/2020	nil	1,336,668					1,336,668
	Performance rights (EMI Options (UK)) -nil exercise priceTranche10 -Earliest Vest Date (subject to satisfaction ofperformance conditions) 30/10/11	23/12/2010	1/12/2020	nil	1,136,667			1		1,136,668
	Performance rights (EMI Options (UK)) -nil exercise priceTranche11 -Earliest Vest Date (subject to satisfaction ofperformance conditions) 30/10/11	23/12/2010	1/12/2020	nil	1,136,664	1				1,136,663
	Performance Rights (including EMI Options) Totals:				6,109,999	50,001				6,059,999
	Number of securities on issue that are notquoted				7,617,285	100,001			1	7,517,285

+ See chapter 19 for defined terms.