PRAEMIUM LIMITED — Share Issue/Capital Change 2016

Nov 22, 2016

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the +securities (e.g. 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 in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do notrank equally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the caseof a trust, distribution) or interestpaymentthe extent to which they do notrank equally, other than in relationto the next dividend, distribution orinterest payment	Yes. The new ordinary shares will rank equallywith the existing ordinary shares in issue tradedunder ASX ticker code PPS.
5	Issue price or consideration	Nil.ShareswereissuedonvestingofPerformance Rights.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Following approval by shareholders at theCompany's AGM on 22 November 2016:1.Conversion of Performance Rights toSharesforPraemium'sCEOM.Ohanessian under the Praemium Directors& Employees Benefits Plan;2.Issue of Shares to Praemium's CEO, M.OhanessianfromachievementofFY2016's short term incentive, and3.Issue of Shares to Praemium's director, G.Camm.
6a	Is the entity an +eligible entity that hasobtainedsecurityholderapprovalunder rule 7.1A?	Yes.
	If Yes, complete sections 6b – 6h inrelation to the +securities the subjectof this Appendix 3B, and comply withsection 6i
6b	The date the security holder resolutionunder rule 7.1A was passed	Following approval by shareholders at theCompany's AGM on 22 November 2016.
6c	Number of +securities issued withoutsecurity holder approval under rule7.1	427,808 shares issued today.
6d	Number of +securities issued withsecurity holder approval under rule7.1A	Nil.

+ See chapter 19 for defined terms.

6eNumber of +securities issuedNot applicablewith security holder approvalunderrule7.3,oranotherspecificsecurityholderapproval(specifydateofmeeting)6fNumber of +securities issuedNil.under an exception in rule 7.26gIf +securities issued under ruleNot applicable7.1A, was issue price at least75%of15dayVWAPascalculated under rule 7.1A.3?Include the +issue date and bothvalues.Include the source ofthe VWAP calculation.6hIf +securities were issued underNot applicablerule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements6iCalculate the entity's remainingRefer Annexure Aissue capacity under rule 7.1andrule7.1A–completeAnnexure 1 and release to ASXMarket Announcements7+Issue dates23 November 2016Note: The issue date may beprescribed by ASX (refer to thedefinition of issue date in rule19.12). For example, the issuedate for a pro rata entitlementissue must comply with theapplicable timetable in Appendix7A.Cross reference: item 33 ofAppendix 3B.Number+Class8+class396,741,992396,314,184existingNumberandofallfullypaidordinary+securitiesquotedonASXshares, plus 427,808+securities(includingtheinnew fully paid ordinarysection 2 if applicable)shares issued

• See chapter 19 for defined terms.

		Number	+Class
9	Number and +class of all +securities notquotedonASX(includingthe+securities in section 2 if applicable)	10,792,969	Performance Rights &Options (see detailedtableattachedasattachment A)

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

No change in dividend policy.

Part 2 - Pro rata issue

• 11 Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the +securities will be offered
• 14 +Class of +securities to which the offer relates
• 15 +Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

+ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothe broker to the issue
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise, thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlements in fullthrough abroker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthe

• See chapter 19 for defined terms.

balance?

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Issue 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 ofthe 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

38	Number of +securities for which+quotation is sought
39	+Class of +securities for whichquotation is sought
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of 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the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	Number	+Class

Entities that have ticked box 34(b)

• 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 is not available now, we 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: 23 November 2016

Print name: Paul Gutteridge

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	393,819,629
Add the following:
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	2,317,366
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	427,808
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid+ordinary securities cancelled during that12 month period	Nil
"A"	396,564,803

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	59,484,720
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	177,189
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	177,189
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	59,484,720
Note: number must be same as shown inStep 2
Subtract "C"	177,189
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	59,307,531
	[Note: this is the remaining placementcapacity under rule 7.1]

396,564,803

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"
Note: number must be same as shown inStep 1 of Part 1

Step 2: Calculate 10% of "A"

"D"	0.10
Multiply "A" by 0.10	39,656,480

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	NIL
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	NIL

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10Note: number must be same as shown inStep 2	39,656,480
Subtract "E"Note: number must be same as shown inStep 3	NIL
Total ["A" x 0.10] – "E"	39,656,480Note: this is the remaining placementcapacity under rule 7.1A

Attachment A- Part 1, Question 9

(AllBenefitsDescriptionissuedpursuanttotheEmployee&DirectorsPlan)	IssueDate	ExpiryDate	IssuePrice	Noon Registeron22September2016(Dateofthis3B)	Lapsed /Expired /Cancelled	Vested /Exercised	Allocations	Noon Registeron23November2016(Dateofthis3B)
Performancerights (EMIOptions(UK))- nil exercise price Tranche 9 - Earliest
Vest Date (subjectto satisfactionofperformanceconditions)	23/12/2010	1/12/2020	Nil	183,333				183,333
PerformanceRights (FY13-1)– nil exercise price – Vest on date ofissue of
FY13 Annual report (subjectto satisfactionofperformanceconditions)	6/09/2012	31/10/2013	Nil	150,000				150,000
PerformanceRights (FY13-2)– nil exercise price – Vest on date ofissue of
FY14 Annual report (subjectto satisfactionofperformanceconditions)	6/09/2012	31/10/2014	Nil	90,000				90,000
PerformanceRights (FY13-3)– nil exercise price – Vest on date ofissue of
FY15 Annual report (subjectconditions)to satisfactionofperformance	6/09/2012	31/10/2015	Nil	120,000				120,000
PerformanceRights (FY14-1)– nil exercise price – Vest on date ofissue of
FY14 Annual report (subjectto satisfactionofperformanceconditions)	11/09/2013	31/10/2014	Nil	360,000				360,000
PerformanceRights (FY14-2)– nil exercise price – Vest on date ofissue of
FY15 Annual report (subjectto satisfactionofperformanceconditions)	11/09/2013	31/10/2015	Nil	420,000				420,000
Rights (FY14-3)Performance– nil exercise price – Vest on date ofissue of
FY16 Annual report (subjectto satisfactionofperformanceconditions)	11/09/2013	31/10/2016	Nil	910,000			60,000	970,000
PerformanceRights (FY15-1)– nil exercise price – Vest on date ofissue of
FY15 Annual report (subjectto satisfactionofperformanceconditions)	12/11/2014	31/10/2015	Nil	214,000				214,000
PerformanceRights (FY15-2)– nil exercise price – Vest on date ofissue of
FY16 Annual report (subjectto satisfactionofperformanceconditions)	12/11/2014	31/10/2016	Nil	281,250			30,000	311,250
PerformanceRights (FY15-3)– nil exercise price – Vest on date ofissue of
FY17 Annual report (subjectto satisfactionofperformanceconditions)	12/11/2014	31/10/2017	Nil	773,000	(1,000)			772,000
PerformanceRights (FY16-1)– nil exercise price – Vest on date ofissue of
FY16 Annual report (subjectconditions)to satisfactionofperformance	15/09/2015	31/10/2016	Nil	218,109		(81,000)	30,006	167,115
PerformanceRights (FY16-2)– nil exercise price – Vest on date ofissue of
FY17 Annual report (subjectto satisfactionofperformanceconditions)	15/09/2015	31/10/2017	Nil	895,792	(5,250)			890,542
PerformanceRights (FY16-3)– nil exercise price – Vest on date ofissue of
FY18 Annual report (subjectto satisfactionofperformanceconditions)	15/09/2015	31/10/2018	Nil	2,149,900	(132,600)			2,017,300
PerformanceRights (FY17-1)– nil exercise price – Vest on date ofissue of
FY17 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2016	31/10/2017	Nil	0			619,114	619,114
PerformanceRights (FY17-2)– nil exercise price – Vest on date ofissue of
FY18 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2016	31/10/2018	Nil	0			1,031,857	1,031,857
PerformanceRights (FY17-3)– nil exercise price – Vest on date ofissue of
FY19 Annual report (subjectto satisfactionofperformanceconditions)	20/09/2016	31/10/2019	Nil	0			2,476,458	2,476,458
PerformanceRights(includingEMIOptions)Totals:				6,765,384	(138,850)	(81,000)	4,247,436	10,792,969
Numberofsecuritieson issuethatquotedare not				6,765,384	(138,850)	(81,000)	4,247,436	10,792,969