PRAEMIUM LIMITED — Share Issue/Capital Change 2012

Nov 8, 2012

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.

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

1,307,232

• 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

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment	traded under ticker code PPS.	Yes. The new ordinary shares will rank equallywith the existing ordinary shares on issue
	•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
5	Issue price or consideration	$0.06 per share.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issue of securities in lieu of directors fees to:1.twonon-executiveand2.twonon-executivefor the FY2013 financial year.	directorsofPraemium Limited, as approved byshareholders at the Company's annualgeneral meeting on 7 November 2012;directorsofPraemium UK, relating directors fees
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	9 November 2012
		Number
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	372,938,117	+Class371,630,885- existingfully paid ordinaryshares, plus 1,307,232new fully paid ordinaryshares issued onexercise at $0.06
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)	11,363,332	Performance Rights &Options (no changefrom last release)
10	Dividend policy (in the case of atrust, distribution policy) on theincreased 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 theentity 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

+ See chapter 19 for defined terms.

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)

		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause38)

+ 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: 9 November 2012

Print name: Paul Gutteridge

+ See chapter 19 for defined terms.

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

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.

Name of entity: Praemium Limited
ABN: 74 098 405 826

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Bruce Loveday
Date of last notice	24 October 2012

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Watkins Bay Investments Pty Ltd, of which theabove is a director
Date of change	9 November 2012
No. of securities held prior to change	Direct: NILIndirect: 1,666,667 ordinary shares
Class	Ordinary fully paid shares
Number acquired	250,000
Number disposed	Not applicable
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	NIL
No. of securities held after change	Direct: NILIndirect: 1,916,667 ordinary shares
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Issue of securities in lieu of directors fees, asapproved by shareholders at the Company'sannual general meeting on 7 November 2012.

+ See chapter 19 for defined terms.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to changeNote: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and an
estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	Not applicable
above traded during a +closed period where prior writtenclearance was required?
If so, was prior written clearance provided to allow the tradeto proceed during this period?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

+ See chapter 19 for defined terms.

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

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.

Name of entity: Praemium Limited
ABN: 74 098 405 826

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Peter Mahler
Date of last notice	24 October 2012

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	NA
Date of change	9 November 2012
No. of securities held prior to change	Direct: 333,333 ordinary sharesIndirect: NIL
Class	Ordinary fully paid shares
Number acquired	250,000
Number disposed	Not applicable
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	NIL
No. of securities held after change	Direct: 583,333 ordinary sharesIndirect: NIL
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Issue of securities in lieu of directors fees, asapproved by shareholders at the Company'sannual general meeting on 7 November 2012.

+ See chapter 19 for defined terms.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to changeNote: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and an
estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	Not applicable
above traded during a +closed period where prior writtenclearance was required?
If so, was prior written clearance provided to allow the tradeto proceed during this period?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

+ See chapter 19 for defined terms.