Contango Asset Management : Employee Share Scheme Buy-Back and Appendix 3C

17 January 2018

The Manager

ASX Market Announcements Australian Securities Exchange Limited Melbourne VIC 3000

By e-Lodgement

Dear Manager,

Employee share scheme buy-back

Contango Asset Management Limited (ASX: CGA) (Company) advises that it intends to implement an employee share scheme buy-back above the 10/12 limit in respect of a total of 5,912,695 ordinary shares (Shares) which were issued pursuant to the Company's Employee Loan Share Plan and Employee Share Incentive Plan (Plans).

The Shares are presently held by Plan participants who have ceased or will cease employment with the Company and its related bodies corporate (including those of former Managing Director and staff) as a result of the Company's planned relocation to Sydney and its strategic decision to focus on its core operations, as advised in the announcement dated 27 October 2017. The Company intends to exercise its rights to buy-back the Shares under the 'Good Leaver' provisions of the Plans. In accordance with the rules of the Plans, the buy-back will not require the outlay of cash consideration by the Company. If approved and all of the Shares are bought back, the percentage ownership interest of shareholders in the Company will increase (excluding those in respect of the Shares). By reducing the number of ordinary shares on issue, all other things being equal, the Company expects the buy-back to be earnings per share accretive for shareholders.

Shareholder approval is required to implement the employee share scheme buy-back. The Company will shortly provide its shareholders with a notice of meeting for this purpose.

The Company intends to implement the buy-back subject to, and within 6 months of the shareholder approval.

By order of the Board.

Hari Morfis

Company Secretary

Contango Asset Management Limited

ABN: 56 080 277 998

ASX: CGA

Phone: [phone] Level 27, 35 Collins Street Melbourne VIC Australia [e-mail]

Appendix 3C

Announcement of buy-back (except minimum holding buy-back)

Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10

Name of entity

Contango Asset Management LimitedABN/ARSN56 080 277 998

We (the entity) give ASX the following information.

Information about buy-back

Rule 3.8A

1	Type of buy-back	Employee share scheme buy-back over 10/12
limit
2	+Class of shares/units which is	Ordinary Shares
the subject of the buy-back (eg,
ordinary/preference)
3	Voting rights (eg, one for one)	One for one
4	Fully paid/partly paid (and if	Fully paid
partly paid, details of how much
has been paid and how much is
outstanding)
5	Number of shares/units in the	47,821,056 shares
+class on issue
6	Whether shareholder/unitholder	Shareholder approval is required.
approval is required for buy-back
7	Reason for buy-back	Pursuant to the terms of the Company's
Employee Loan Share Plan and Employee Share
Incentive Plan (as approved by the
shareholders on 25 August 2016).

8

Any other information material to a shareholder's/unitholder's decision whether to accept the offer (eg, details of any proposed takeover bid)

On-market buy-back

• 9 Name of broker who will act on the company's behalf

• 10 Deleted 30/9/2001.

• 11 If the company/trust intends to buy back a maximum number of shares - that number

  Note: This requires a figure to be included, not

  a percentage.

• 12 If the company/trust intends to buy back shares/units within a period of time - that period of time; if the company/trust intends that the buy-back be of unlimited duration - that intention

• 13 If the company/trust intends to buy back shares/units if conditions are met - those conditions

NoneN/A

Employee share scheme buy-back

14

Number of shares proposed to be bought back

A total of 5,912,695 fully paid ordinary shares, comprising 4,543,351 shares issued under the Employee Loan Share Plan and 1,369,344 shares issued under the Employee Share Incentive Plan.

15

Price to be offered for shares

Selective buy-back

16 Name of person or description of class of person whose shares are proposed to be bought back

• 17 Number of shares proposed to be bought back

• 18 Price to be offered for shares

Equal access scheme

19 Percentage of shares proposed to be bought back

The consideration will be the novation to and assumption by the Company of the obligations of the relevant borrower/former employee to repay the relevant outstanding loan amount (including interest) as at the date of transfer in respect of the shares acquired under the respective Employee Loan Share Plan and Employee Share Incentive Plan.

No cash consideration is payable by the Company.

N/A

N/A

• 20 Total number of shares proposed to be bought back if all offers are accepted

• 21 Price to be offered for shares

• 22 +Record date for participation in offer

  Cross reference: Appendix 7A, clause 9.

Compliance statement

1.

The company is in compliance with all Corporations Act requirements relevant to this buy-back.

or, for trusts only:

• 1. The trust is in compliance with all requirements of the Corporations Act as modified by Class Order 07/422, and of the trust's constitution, relevant to this buy-back.

• 2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.

Sign here:Date: 17 January 2018 (Director/Company secretary)

Print name:Hari Morfis