Billabong International : Grant of Unquoted Options / Appendix 3B

Name of entity

Billabong International Limited (Billabong)

ABN

17 084 923 946

1

+Class of +securities issued or to be issued

Options to subscribe for ordinary shares

(Options).

2

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

Market Priced Options: 3,612,230 Premium Priced Options: 5,745,070

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)

Market Priced Options Exercise Price: AU

$1.23.

Premium Priced Options Exercise Price: AU

$1.85

Expiry Date for all Options: either 31 May 2020 (being 6 months from the vesting date) or at the latest 30 November 2020 (being 12 months from the vesting date) subject to the terms and conditions of the Billabong International Limited Executive Incentive Plan.

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

NA

5

Issue price or consideration

NA

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

771,330 Market Priced Options under the Billabong International Limited Executive Incentive Plan granted to the Chief Executive Officer and Managing Director.

1,799,770 Premium Priced Options under the Billabong International Limited Executive Incentive Plan granted to the Chief Executive Officer and Managing Director.

2,840,900 Market Priced Options under the Billabong International Limited Executive Incentive Plan granted to eligible employees and key executives.

3,945,300 Premium Priced Options under the Billabong International Limited Executive Incentive Plan granted to eligible employees and key executives.

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

No.

6b

The date the security holder resolution under rule 7.1A was passed

N/A

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

6d

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

N/A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval

(specify date of meeting)

N/A

6f

Number of +securities issued under an exception in rule 7.2

No securities issued.

9,357,300 Unquoted Options granted under an exception to Rule 7.2.

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.

N/A

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

NA

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

N/A