RURAL FUNDS GROUP — Share Issue/Capital Change 2017

Jun 6, 2017

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).

+ See chapter 19 for defined terms.

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	RFF proposes to issue approximately 46,251,611fully paid units pursuant to the terms of theaccelerated pro-rata non-renounceableEntitlement Offer announced to the ASX on 7June 2017.The final number of units issued under theEntitlement Offer, and the split of units betweeninstitutional and retail tranches of the Offer, willbe subject to the determination of RFM, holdingreconciliation and rounding.
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 Units are to be issued on the same terms asexisting RFF units
4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?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	Yes
5	Issue price or consideration	$1.70 per Unit

6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	N/A
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	N/A
6f	Number of +securities issuedunder an exception in rule 7.2	N/A
6g	If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issue date and both values.Include the source of the VWAPcalculation.	N/A

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

6 Purpose of the issue

identify those assets)

• 6b The date the security holder
• 6c Number of +securities issued
• 6d Number of +securities issued
• 6e Number of +securities issued
• 6f Number of +securities issued

• See chapter 19 for defined terms.

Proceeds of the Offer will be used to reduce gearing.

6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhichvaluationofconsideration was released toASX Market Announcements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarket	N/A

7 +Issue dates

Announcements

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)

The proposed issue date for the institutional tranche of the Entitlement Offer (and early retail offer) is 22 June 2017.

The proposed issue date for the remainder of the retail tranche of the Entitlement Offer is 30 June 2017.

Number	+Class
After completion of		Fully paid ordinary
the Entitlement	Units
Offer, there will be
254,383,862 units on
issue (based on the
number of units on
issue as at the date
of this App3B and
the approximate
number of units
specified in Item 2 of
this App3B).

9	+classNumberandofall
	+securities not quoted on ASX
	+securities(includingthein
	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	2 New ordinary units for each 9 existingordinary units held as at the Record Datefor the Entitlement Offer
14	+Class of +securities to which theoffer relates	Ordinary
15	+Recorddatetodetermineentitlements	7:00pm (AEST), 9 June 2017
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 andSingaporeand any other jurisdictions asagreedbetweenRFMandtheUnderwriters.For the retail tranche of the EntitlementOffer, all countries other than Australiaand New Zealand.
19	Closingdateforreceiptofacceptances or renunciations	FortheinstitutionaltrancheoftheEntitlement Offer, 8 June 2017.
		For the early retail acceptances of theEntitlement Offer, 20 June 2017.
		For the remainder of the retail tranche ofthe Entitlement Offer, 26 June 2017.
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 65 057547 323
21	Amount of any underwriting feeor commission	2.75% of proceeds of the Entitlement Offer(comprising 2.50% underwriting fee and a0.25% management fee).In addition, theUnderwritersmaybeentitledtoanadditional discretionary fee equal to 0.50%of the Entitlement Offer (payable at RFM'sabsolute discretion).
22	Names of any brokers to theissue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayable 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

+ See chapter 19 for defined terms.

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) N/A

• 29 Date rights trading will end (if applicable) N/A
• 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?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date The proposed issue date for the institutional tranche of the Entitlement Offer (and early retail acceptances) is 22

June 2017.

The proposed issue date for the remainder of the retail tranche of the Entitlement Offer is 30 June 2017.

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)

N/A

N/A

04/03/2013 Appendix 3B Page 7

N/A

No product disclosure statement is being prepared. A retail offer booklet and personalised entitlement and acceptance form is being sent to eligible unitholders on 14 June 2017.

N/A

+ See chapter 19 for defined terms.

(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

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	N/A
39	+Class of +securities for whichquotation is sought	N/A

+ See chapter 19 for defined terms.

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

N/A

(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
N/A	N/A

N/A

+ 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: 7 June 2017

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

+ See chapter 19 for defined terms.