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FAR LIMITED Capital/Financing Update 2018

Jun 13, 2018

64899_rns_2018-06-13_61bd65fa-a9fa-4e32-8fe9-4f96d0d8acf0.pdf

Capital/Financing Update

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14 June 2018

Issue of Performance Rights and Appendix 3B and 3Y

FAR Limited (ASX: FAR) wishes to announce the issue of Performance Rights approved by shareholders at the Annual General Meeting held on 30 May 2018. The Performance Rights have been issued to directors (approved by shareholders), executives, employees and contractors and are subject to the absolute and relative total shareholder returns vesting conditions documented in the Appendix 3B.

Attached to this announcement are the Appendix 3B new issue announcement and Appendix 3Y change of director’s interest notices.

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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

FAR Ltd

ABN

41 009 117 293

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 Unlisted performance rights granted under the issued FAR Ltd Performance Rights Plan (“PRP”)

  • 2 Number of[+] securities issued or to 11,207,000 unlisted performance rights be issued (if known) or maximum number which may be issued

  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

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)
Unlisted performance rights under the PRP
Grant date: 14 June 2018
Exercise price: $nil
Performance period: 3 years from 1 February
2018 to 31 January 2021
Expiry date: 31 January 2023
Vesting: 50% of the performance rights will vest
subject to an Absolute Total Shareholder Return
(TSR) and 50% will vest subject to a Relative
Total Shareholder Return over the three year
performance period.
Performance Rights subject to an Absolute TSR
vest as follows: 50% vest at 15% compound
annual growth rate (CAGR), 100% vests at 25%
CAGR, with pro rata vesting between the two
points.
Performance Rights subject to a Relative TSR
vest as follows: 50% vest at 50thpercentile
performance against companies in the S&P/ASX
Energy 300 (peer group), 100% at 75thpercentile
with pro rata vesting between the two points.
Should a change of control occur before the end
of the vesting period, the amount of the rights that
will vest will be calculated in accordance with the
AbsoluteTSRconditionsmentioned above.
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all No – Unlisted performance rights only rank respects from the[+] issue date with equally with ordinary shares when the an +securities? existing +class of quoted performance rights are exercised. 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

5 Issue price or consideration Nil 6 Purpose of the issue Issued to directors, employees and consultants of (If issued as consideration for the FAR Ltd under the PRP approved at the Annual acquisition of assets, clearly identify General Meeting held on 13 May 2016. those assets) 6a Is the entity an[+] eligible entity that No 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 6b The date the security holder N/a resolution under rule 7.1A was passed 6c Number of[+] securities issued without N/a security holder approval under rule 7.1 6d Number of[+] securities issued with N/a security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f
Number of+securities issued under
an exception in 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.
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
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
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.
8
Number and+class of all+securities
quoted
on
ASX
(including
the
+securities in section 2 if applicable)
N/a
N/a
N/a
N/a
14 June 2018
Number +Class
5,461,532,458 Ordinary Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

Number +Class 9 Number and[+] class of all[+] securities 18,497,000 Performance Rights – not quoted on ASX ( including the expiry 31 January 2021 +securities in section 2 if applicable) 10,837,000 Performance Rights – expiry 31 January 2022 11,207,000 Performance Rights – expiry 31 January 2023

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

Part 2 - Pro rata issue

11
Is security holder approval required?
12
Is the issue renounceable or non-
renounceable?
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
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 offer documents 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?
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 33 +Issue date

N/A

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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 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 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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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.

Sign here:

............................................................ Company Secretary

Date: 14 June 2018

Print name: Peter Thiessen

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity: FAR LTD
ABN: 41 009 117 293

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Catherine Margaret Norman
Date of last notice 20 May 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Ordinary Shares:

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
N/a
Date of change N/a
No. of securities held prior to change 18,674,090
Class Fully paid ordinary shares
Number acquired N/a
Number disposed N/a
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
N/a
No. of securities held after change Fully paid ordinary shares - 18,674,090
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back
N/a

Options and Performance Rights:

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
N/a
Date of change Unlisted Options - 1 June 2018
Unlisted Performance Rights - 14 June2018
No. of securities held prior to change Unlisted Options - 10,000,000
Unlisted Performance rights –3,578,000
Class Unlisted Options
Unlisted Performance rights
Number acquired Unlisted Options - Nil
Unlisted Performance rights – 2,163,000
Number disposed Unlisted Options - 10,000,000
Unlisted Performance rights - Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Nil
No. of securities held after change Unlisted Options - Nil
Unlisted Performance Rights – 5,741,000
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back
Unlisted Options – expired 1 June 2018
Unlisted Performance Rights - Approved
at the Annual General Meeting held on 30
May 2018.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract N/a
Nature of interest N/a
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Name of registered holder
(if issued securities)
N/a
Date of change N/a
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
N/a
Interest acquired N/a
Interest disposed N/a
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
N/a
Interest after change N/a

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed above
traded during a+closed period where prior written clearance
was required?
No
If so, was prior written clearance provided to allow the trade to
proceed during this period?
N/a
If prior written clearance was provided, on what date was this
provided?
N/a
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity: FAR LTD
ABN: 41 009 117 293

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Benedict James Murray Clube
Date of last notice 27 May 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Ordinary Shares:

Direct or indirect interest Direct & Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Miss E Loader & Mr B Clube Superannuation Fund a/c> Trustee and
beneficiary
Date of change N/A
No. of securities held prior to change Direct - 22,000,000
Indirect - 1,500,000
Total- 23,500,000
Class Ordinary Shares
Number acquired (direct) N/a
Number disposed N/a
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
N/a
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Direct - 22,000,000
Indirect - 1,500,000
Total- 23,500,000
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back
N/a

Options and Performance Rights:

Direct or indirect interest Direct
Date of change Unlisted Options – 1 June 2018
Unlisted Performance Rights – 14 June 2018
No. of securities held prior to change Unlisted Options - 8,000,000
Unlisted Performance Rights – 3,090,000
Class Unlisted Options
Unlisted Performance Rights
Number acquired Unlisted Options - Nil
Unlisted Performance Rights – 1,854,000
Number disposed (direct) Unlisted Options - 8,000,000
Unlisted Performance Rights – Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
nil
No. of securities held after change Unlisted Options– Nil
Unlisted Performance Rights – 4,944,000
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back
Unlisted Options – expired 1 June 2018
Unlisted Performance Rights - Approved at
the Annual General Meeting held on 30 May
2018.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract N/a
Nature of interest N/a
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Name of registered holder
(if issued securities)
N/a
Date of change N/a
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
N/a
Interest acquired N/a
Interest disposed N/a
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
N/a
Interest after change N/a

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed above
traded during a+closed period where prior written clearance
was required?
No
If so, was prior written clearance provided to allow the trade to
proceed during this period?
N/a
If prior written clearance was provided, on what date was this
provided?
N/a
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3