Appendix 3B

New issue announcement

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

ORBITAL CORPORATION LIMITED

ABN

32 009 344 058

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	Performance Share Rights

2	Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued	2,700,000

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)	Performance Share Rights which are convertible to Ordinary Shares without payment if various performance conditions are satisfied prior to the expiry dates which range from 22 April 2016 to 22 October 2017.

+ See chapter 19 for defined terms.

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4	Do the ⁺securities rank equally in all respects from the ⁺issue date 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		No, the Performance Share Rights do not rank equally with the existing class of quoted securities. The Performance Share Rights do not have any voting rights or rights to receive dividends. After the Performance Share Rights have vested and are converted to Ordinary Shares, those Ordinary Shares will rank equally with existing fully paid Ordinary Shares (including the right to vote and to receive dividends)

5	Issue price or consideration		Nil consideration

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		Grant of Performance Share Rights to various eligible senior executives including the Managing Director. The issue of Performance Share Rights to the Managing Director was approved by shareholders on 21 October 2014.

6a	Is the entity an ⁺eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i		Yes

6b	The date the security holder resolution under rule 7.1A was passed		21 October 2014

6c	Number of ⁺securities issued without security holder approval under rule 7.1		2,700,000

6d	Number of ⁺securities issued with security holder approval under rule 7.1A		Nil

6e	Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)		Nil

6f	Number of ⁺securities issued under an exception in rule 7.2		Nil

6g	If ⁺securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.		Not Applicable

6h	If ⁺securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements		Not Applicable

6i	Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements		Not Applicable

7		⁺Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	22 October 2014

			Number	⁺Class
8		Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)	44,781,295	Ordinary Fully Paid

+ See chapter 19 for defined terms.

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		Number	⁺Class
9	Number and ⁺class of all ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)	2,700,000	Performance Share Rights subject to various performance conditions to be satisfied prior to the expiry dates which range from 22 April 2016 to 22 October 2017.

10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Not Applicable

Part 2 - Pro rata issue


11	Is security holder approval required?	Not Applicable

12	Is the issue renounceable or non-renounceable?	Not Applicable

13	Ratio in which the ⁺securities will be offered	Not Applicable

14	⁺Class of ⁺securities to which the offer relates	Not Applicable

15	⁺Record date to determine entitlements	Not Applicable

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not Applicable

17	Policy for deciding entitlements in relation to fractions	Not Applicable

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.	Not Applicable

19	Closing date for receipt of acceptances or renunciations	Not Applicable

+ See chapter 19 for defined terms.

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20	Names of any underwriters	Not Applicable

21	Amount of any underwriting fee or commission	Not Applicable

22	Names of any brokers to the issue	Not Applicable

23	Fee or commission payable to the broker to the issue	Not Applicable

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not Applicable

25	If the issue is contingent on security holders’ approval, the date of the meeting	Not Applicable

26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not Applicable

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	Not Applicable

28	Date rights trading will begin (if applicable)	Not Applicable

29	Date rights trading will end (if applicable)	Not Applicable

30	How do security holders sell their entitlements in full through a broker?	Not Applicable

31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable

+ See chapter 19 for defined terms.

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32	How do security holders dispose of their entitlements (except by sale through a broker)?	Not Applicable

33	⁺Issue date	Not Applicable

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

+ See chapter 19 for defined terms.

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Entities that have ticked box 34(b)


38	Number of ⁺securities for which ⁺quotation is sought	Not Applicable

39	⁺Class of ⁺securities for which quotation is sought	Not Applicable

40	Do the ⁺securities rank equally in all respects from the ⁺issue date 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	Not Applicable

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)	Not Applicable

		Number	⁺Class
42	Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in clause 38)	Not Applicable	Not Applicable

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Quotation agreement

⁺Quotation of our additional ⁺securities is in ASX’s absolute discretion. ASX may quote the ⁺securities on any conditions it decides.

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.

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.

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.

Sign here:

Date: 27 October 2014

Company Secretary

Print name:

Ian Veitch

== == == == ==

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

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

Not Applicable

+ See chapter 19 for defined terms.

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ORBITAL CORP LTD 6-K