RURAL FUNDS GROUP — Capital/Financing Update 2018

Jul 24, 2018

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 tobe issued	Fully paid ordinary units (Units)
2	Number of +securities issued orto be issued (if known) ormaximum number which maybe issued	Issued –21,438,286 new Units pursuant to theinstitutional tranche of the accelerated pro ratanon-renounceable offer announced to the ASXon 12 July 2018.Issued –9,233,119 new Units pursuant to the earlyretail tranche of the accelerated pro rata nonrenounceable offer announced to the ASX on 12July 2018.
3	Principal terms of the+securities (e.g.if options,exercise price and expiry date; ifpartly paid +securities, theamount outstanding and duedates for payment; if+convertible securities, theconversion price and dates forconversion)	The Unitswereissued on the same terms asexisting 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 a trust,distribution)orinterestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	$1.95per Unit
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Issued under the Institutional EntitlementOffer and the Early Retail Entitlement Offer.
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	N/A
6c	Number of +securities issuedwithoutsecurityholderapproval under rule 7.1	N/A
6d	Number of +securities issuedwith security holder approvalunder 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)
• 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
286,301,920Fully paid ordinaryUnits

N/A Annexure 1 is not required and has been omitted

26 July 2018

N/A

N/A

N/A

N/A

• See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The new Units will rank equally with existing RFF Units on issue

Number +Class

N/A N/A

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	3 new Units for every 10 existing ordinaryunits held as at the Record Date for theEntitlement Offer
14	+Class of +securities to which theoffer relates	Ordinary
15	+Recorddatetodetermineentitlements	7:00pm (AEST),Monday, 16 July 2018
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 ordinaryunits

+ See chapter 19 for defined terms.

18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	FortheinstitutionaltrancheoftheEntitlement Offer, all countries other thanAustralia, New Zealand, Hong Kong, Japanand Singapore and any other jurisdictionsasagreedbetweenRFMandtheUnderwriters.For the retail tranche of the EntitlementOffer, all countries other than Australiaand New Zealand.
19	Closingdateforreceiptofacceptances or renunciations	The closing date for acceptances under theInstitutional and Early Retail tranches ofthe Entitlement Offer was 24 July 2018.
20	Names of any underwriters	UBS AG, Australia Branch (ABN 47 088 129613);Bell Potter Securities Limited (ABN 25 006390 772); andWilsons Corporate Finance Ltd (ABN 65057 547 323).
21	Amount of any underwriting feeor commission	2.2% of proceeds of the Entitlement Offer(comprising 1.70% underwriting fee and a0.5% management fee). In addition, theUnderwritersmaybeentitledtoanadditional discretionary fee equal to 0.80%of the Entitlement Offer (payable atRFM'sabsolute discretion).
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	No
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	No product disclosure statement is beingprepared. A retail entitlement offer bookletandpersonaliseentitlementandacceptance form was issued to eligibleunitholders on 17 July 2018.

+ See chapter 19 for defined terms.

27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A

33 +Issue date The issue date for the institutional and early retail tranches of the Entitlement Offer is 26 July 2018.

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

+ See chapter 19 for defined terms.

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

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought
39	+Class of +securities for whichquotation is sought
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?
	If the additional +securities donot rank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they donot rank equally, other than inrelation to the next dividend,distribution or interest payment

+ See chapter 19 for defined terms.

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)

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

Number	+Class

+ 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. Sign here:

Date: 25 July 2018

Director Print name: David Anthony Bryant == == == == == == ==

+ See chapter 19 for defined terms.