PRAEMIUM LIMITED — Share Issue/Capital Change 2013

Sep 23, 2013

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

1,019,444

• 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?	Yes. The new ordinary shares will rank equallywith the existing ordinary shares on issuetraded under ticker code PPS.
	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	Nil.ShareswerePerformance Rights.	issuedonvestingof
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Purpose of issue for:1.Employees Benefits Plan; and2.short term incentivesPraemium's 2013 Annual Report)	Conversion of Performance Rights toShares under the Praemium Directors &Issue of Shares upon achievement of(as outlinedin
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	24 September 2013
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	Number373,957,561	+Class372,938,107- existingfully paid ordinaryshares, plus 1,019,444new fully paid ordinaryshares issued plus 10new fully paid ordinaryshares (correctionfrom October 2012'srights issue)
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)	14,758,334	Performance Rights &Options (see detailedtable attached asattachment A)
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)

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: 24 September 2013

Print name: Paul Gutteridge

+ See chapter 19 for defined terms.

Attachment A-Part 1, Question 9
Description (All issued pursuant to the Employee & Directors Benefits Plan approved at the Company's AGM in 2008 and amended at the AGM in 2009)	Issue Date	Expiry Date	Issue Price	No on Register on 24	Expired / Cancelled /	Vested/ Exercised	Allocations	No on Register on
				October 2012 (Date	Lapsed / Failure to			24 September 2013
				of this 3B)	vest			(Date of this 3B)
Options – variable exercise price depending on date of	9/09/2011	9/08/2016	$0.15/ $0.25/ $0.35	1,000,000				1,000,000
exercise - 15cents from 10/8/13 to 9/8/14, 25cents, if
exercised betw een 10/8/14 and 9/8/15, and 35cents, if
exercised betw een 10/8/15 and 9/8/16
Option Totals				1,000,000	0	0		01,000,000

Description (All issued pursuant to the Employee & Directors Benefits Plan approved at the Company's AGM in 2008 and amended at the AGM in 2009)	Issue Date	Expiry Date	Issue Price	No on Register on 24October 2012 (Dateof this 3B)	Expired / Cancelled /Lapsed / Failure tovest	Vested/ Exercised	Allocations	No on Register on24 September 2013(Date of this 3B)
Performance rights (EMI Options (UK)) - nil exercise
price Tranche 9 - Earliest Vest Date (subject to
satisfaction of performance conditions) 6/4/10	23/12/2010	1/12/2020	Nil	943,334				943,334
Performance rights (EMI Options (UK)) - nil exercise
price Tranche 10 - Earliest Vest Date (subject to
satisfaction of performance conditions) 30/10/11	23/12/2010	1/12/2020	Nil	710,000				710,000
Performance rights (EMI Options (UK)) - nil exercise
price Tranche 11 - Earliest Vest Date (subject to
satisfaction of performance conditions) 30/10/11	23/12/2010	1/12/2020	Nil	710,000				710,000
Performance Rights (CFOT2) – nil exercise price – Vest
on date of issue of FY13 Annual report (subject to
satisfaction of performance conditions)	9/09/2011	30/09/2013	Nil	125,000				0
						(125,000)
Performance Rights (CEOT1) – nil exercise price – Veston date of issue of FY13 Annual report (subject to
satisfaction of performance conditions)	9/09/2011	30/09/2013	Nil
				2,500,000				2,500,000
Performance Rights (CFOT3) – nil exercise price – Vest
on date of issue of FY14 Annual report (subject to	9/09/2011	30/09/2014	Nil
satisfaction of performance conditions)				125,000				125,000
Performance Rights (CEOT2) – nil exercise price – Vest
on date of issue of FY14 Annual report (subject to
satisfaction of performance conditions)	9/09/2011	30/09/2014	Nil	1,250,000				1,250,000
Performance Rights (CEOT2) – nil exercise price – Vest
on date of issue of FY15 Annual report (subject to
satisfaction of performance conditions)	9/09/2011	30/09/2015	Nil	1,250,000				1,250,000
Performance Rights (FY13-1) – nil exercise price –
Vest on date of issue of FY13 Annual report (subject to
satisfaction of performance conditions)	6/09/2012	31/10/2013	Nil	825,000	(195,000)	(450,000)	150,000	330,000
Performance Rights (FY13-2) – nil exercise price –
Vest on date of issue of FY14 Annual report (subject to
satisfaction of performance conditions)	6/09/2012	31/10/2014	Nil	825,000	(15,000)		150,000	960,000
Performance Rights (FY13-3) – nil exercise price –
Vest on date of issue of FY15 Annual report (subject to
satisfaction of performance conditions)	6/09/2012	31/10/2015	Nil	1,100,000	(20,000)		200,000	1,280,000
Performance Rights (FY13-4) – nil exercise price –
Issue to non-executive directors upon shareholder
approval (FY13)	9/11/2012	30/11/2012	Nil	0		(250,000)	250,000	0
Performance Rights (FY13-5) – nil exercise price –
Issue to non-executive directors upon shareholder
approval (FY14)	9/11/2012	30/11/2013	Nil	0			500,000	500,000
Performance Rights (FY14-1) – nil exercise price –
Vest on date of issue of FY14 Annual report (subject to
satisfaction of performance conditions)	11/09/2013	31/10/2014	Nil	0			960,000	960,000
Performance Rights (FY14-2) – nil exercise price –
Vest on date of issue of FY15 Annual report (subject to
satisfaction of performance conditions)	11/09/2013	31/10/2015	Nil	0			960,000	960,000
Performance Rights (FY14-3) – nil exercise price –
Vest on date of issue of FY16 Annual report (subject to
satisfaction of performance conditions)	11/09/2013	31/10/2016	Nil	0			1,280,000	1,280,000
Performance Rights (including EMI Options) Totals:				10,363,334	(230,000)	(825,000)	4,450,000	13,758,334
Number of securities on issue that are not quoted				11,363,334	(230,000)	(825,000)	4,450,000	14,758,334