RURAL FUNDS GROUP — Capital/Financing Update 2015

Sep 27, 2015

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

Rural Funds Trust and RF Active a stapled entity trading as Rural Funds Group (ASX: RFF)

ABN

RFM 65 077 492 838 Rural Funds Trust 58 916 212 858 RF Active 18 611 617 622

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

Fully paid ordinary stapled units (Units)

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

20,366,832 Units

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)

The Units are to be issued on the same terms as existing RFF units

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?	Yes
	If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$1.10 per Unit
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The equity raised together with debt andretained earnings will be used to acquireKerarbury and Kamelda properties and todevelop a 1,500 hectare almond orchard overthe next five years.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	No
6b	The date the security holderresolution under rule 7.1A waspassed	Not applicable
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Not applicable

+ See chapter 19 for defined terms.

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

Number	+Class
152,751,243	Fully paid ordinarystapled units

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

28 October 2015

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	Not applicable

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The new Units will rank equally in all respects with existing RFF units on issue

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non-renounceable
13	Ratio in which the +securitieswill be offered	2 new Units for each 13 existing Units heldas at the Record Date
14	+Classof +securities to which theoffer relates	Fully paid ordinary stapled units
15	+Recorddatetodetermineentitlements	2 October 2015
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Where fractions arise in the calculation ofentitlements, they will be rounded down tothe nearest whole number of new Units
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	United Kingdom, Hong Kong, Canada,Malaysia and USA
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.

+ See chapter 19 for defined terms.

19 Closing date for receipt of acceptances or renunciations

21 October 2015

+ See chapter 19 for defined terms.

20	Names of any underwriters	Wilson HTM Corporate Finance Ltd andBell Potter Securities Limited
21	Amount of any underwriting feeor commission	3.25%oftheofferproceedsoftheEntitlement Offer
22	Names of any brokers to theissue	Wilson HTM Corporate Finance Ltd andBell Potter Securities Limited – Joint LeadManagers
23	Fee or commission payable to thebroker to the issue	1% management fee of the offer proceeds
24	Amountofanyhandlingfeepayableto brokers who lodgeacceptances or renunciations onbehalf of security holders	Not applicable
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	7 October 2015
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable
30	How do security holders selltheir entitlements in full througha broker?	Not applicable
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	Not applicable

+ See chapter 19 for defined terms.

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

33 +Issue date 28 October 2015

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.

Entities that have ticked box 34(b)

Number of +securities for which+quotation is sought	Not applicable
+Class of +securities for whichquotation is sought	Not applicable
Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Not applicable
rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	Not applicable
(if issued upon conversion ofanother +security, clearly identifythat other +security)
		+Class
+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	Not applicable
	If the additional +securities do not	Number

+ 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.

(Director/Company secretary)

Print name: David Bryant. == == == == ==

+ See chapter 19 for defined terms.