SEQUOIA FINANCIAL GROUP LTD — Capital/Financing Update 2017

Nov 30, 2017

ASX RELEASE

1 December 2017

COMPLETION OF THE ACQUISITION OF INTERPRAC LTD

The Directors of Sequoia Financial Group Limited (ASX: SEQ) ("SEQ", "Sequoia" or "the Company") are pleased to announce that the acquisition of all issued shares in InterPrac Ltd ACN 096 781 976 (InterPrac) has been completed today.

As announced yesterday, at the 2017 Annual General Meeting of the Company the shareholders of the Company approved the necessary resolutions regarding the acquisition of InterPrac. All conditions precedent to completion of the acquisition of InterPrac have now been satisfied.

As consideration for the acquisition of InterPrac the Company has today issued 42,777,000 fully paid ordinary shares at a deemed issue price of $0.30 to the InterPrac vendors.

For further information regarding the acquisition of InterPrac please refer to the Company's previous ASX announcement dated 9 October 2017 and the Company's Notice of 2017 Annual General Meeting, Explanatory Memorandum and Independent Expert's Report despatched to shareholders on 27 October 2017.

Each of Garry Crole and Brent Jones have commenced employment as joint managing directors of InterPrac and related subsidiaries pursuant to the terms of their respective 3-year employment agreements as set out in the Company's Notice of 2017 Annual General Meeting and Explanatory Memorandum.

Management commentary

Sequoia's Group Managing Director and CEO Scott Beeton commented "Interprac will bring scale and executive skill, which in turn will allow us to start providing our services and products to a significantly wider customer base. Combining the two group of companies should see an uplift on current profit levels reported by Sequoia in June 2018, whereby increasing shareholder value."

An Appendix 3B and Cleansing Statement follow this announcement

Registered Office: Level 36, 50 Bridge St Sydney NSW 2000 Australia

Phone: +61 2 8114 2222 Fax: +61 2 8114 2200 Email: admin@sequoia.com.au Website: www.sequoia.com.au

For further information please contact:

Scott Beeton, Managing Director & CEO +61 2 8114 2222 Tharun Kuppanda, Company Secretary +61 2 8016 2875

ABOUT SEQUOIA FINANCIAL GROUP LIMITED

ASX-listed Sequoia Financial Group Limited (ASX: SEQ) is an integrated financial services company providing products and services to self-directed retail and wholesale clients and those of third party professional service firms.

It provides:

• Investment and superannuation products
• Wealth management and advisory services
• Corporate advisory and capital markets expertise
• Retail, wholesale and institutional trading platforms
• Market data and financial news services

Sequoia operates various AFS Licenses and Its subsidiaries D2MX Pty Ltd and Morrison Securities Pty Ltd are ASX Market Participants.

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

SEQUOIA FINANCIAL GROUP LTD

ABN 90 091 744 884

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	A.	Options under Employee Incentive Plan
		B.	Fully paid ordinary shares
		C.	Fully paid ordinary shares
		D.	Options
		E.	Options
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which may beissued	A.	2,000,000
		B.	10,461,500
		C.	32,315,500
		D.	1,750,000
		E.	1,750,000
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	A.	Unlisted Options are exercisable at $0.45 onor before 31 December 2019
		B.	Fully paid ordinary shares
		C.	Fully paid ordinary shares
		D.	Unlisted Options are exercisable at $0.35 onor before 1 June 2019
		E.	Unlisted Options are exercisable at $0.35 on

or before 1 June 2019

+ See chapter 19 for defined terms.

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 A. No. On exercise of an Option into a fully paid ordinary share (FPO) the FPO will rank equally with the existing fully paid ordinary shares B. 'Pari Passu' with existing FPOs. All 10,461,500 shares will be subject to a 12 month voluntary escrow period from the date of issue. C. 'Pari Passu' with existing FPOs. 21,621,251 of 32,315,500 shares will be subject to a 12 month voluntary escrow period from the date of issue. D. No. On exercise of an Option into a fully paid ordinary share (FPO) the FPO will rank equally with the existing fully paid ordinary shares. E. No. On exercise of an Option into a fully paid ordinary share (FPO) the FPO will rank equally with the existing fully paid ordinary shares. 5 Issue price or consideration A. Nil. (Refer to Resolution 5, AGM: 30 November 2017) B. Shares issued as part consideration of Interprac Acquisition with a deemed issue price of 30 cents (Refer to Resolution 17, AGM: 30 November 2017) C. Shares issued as part consideration of Interprac Acquisition with a deemed issue price of 30 cents (Refer to Resolution 18, AGM: 30 November 2017) D. Options issued as consideration for the entry into the ACN Loan Agreement (Refer to Resolution 19, AGM: 30 November 2017) E. Options issued as consideration for the entry into the ACN Loan Agreement

(Refer to Resolution 20, AGM: 30 November 2017)

+ See chapter 19 for defined terms.

6	Purpose of the issue	A.Options issued to Mr. Scott Beeton under
	(If issued asconsideration for theacquisition of assets, clearly identifythose assets)	the Company's Employee Incentive Planas approved by shareholders.(Refer to Resolution 5, AGM: 30 November 2017)
		B.Shares issued as part consideration ofInterprac Acquisition(Refer to Resolution 17, AGM: 30 November 2017)
		C.Shares issued as part consideration ofInterprac Acquisition(Refer to Resolution 18, AGM: 30 November 2017)
		D.Options issued as consideration for theentry into the ACN Loan Agreement(Refer to Resolution 19, AGM: 30 November 2017)
		E.Options issued as consideration for theentry into the ACN Loan Agreement(Refer to Resolution 20, AGM: 30 November 2017)
6a	Is the entity an +eligible entity that hasobtainedsecurityholderapprovalunder rule 7.1A?	Yes
	If Yes, complete sections 6b – 6h inrelation to the +securities the subject ofthis Appendix 3B, and comply withsection 6i
6b	The date the security holder resolutionunder rule 7.1A was passed	30 November 2017
6c	Number of +securities issued withoutsecurity holder approval under rule 7.1	nil.
6d	Number of +securities issued withsecurity holder approval under rule7.1A	nil.
6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific security holderapproval (specify date of meeting)	nil
6f	Number of +securities issued under anexception in rule 7.2	nil
6g	If +securities issued under rule 7.1A,was issue price at least 75% of 15-dayVWAP as calculated under rule 7.1A.3?+issueIncludethedateandbothvalues.Include the source of theVWAP calculation.	n/a

+ See chapter 19 for defined terms.

6h	If +securities were issued under rule7.1A for non-cash consideration, statedateonwhichvaluationofconsideration was released to ASXMarket Announcements	n/a
6i	Calculate the entity's remaining issuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release to	15,420,828LR 7.1 Capacity10,280,552
	ASX Market Announcements	LR 7.1A Capacity
7	+Issue datesNote: The issue date may be prescribed by ASX (refer tothe definition of issue date in rule 19.12). For example,the issue date for a pro rata entitlement issue mustcomply with the applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	1 December 2017
		Number	+Class
8	Number and +class of all +securities(includingquotedonASXthe+securities in section 2 if applicable)	70,722,774	FPO
		Number	+Class
9	Number and +class of all +securities	1,300,000	Performance Rights
	not quoted on ASX (includingthe+securities in section 2 if applicable)	2	Convertible NoteFace value of $100,000 per noteconverting to shares at $0.60 pershare and maturing 11 August2018.
		1	Convertible NoteFacevalueof$100,000converting to shares at $0.60 pershare and maturing 7 March2018.
		1	Convertible NoteFace value of $100,000 per noteconverting to shares at $0.60 pershare and maturing 18April2019.
		32,082,751	Fully Paid Ordinary SharesEscrowed until 30 November2018
		2,000,000	Optionsexercisable at $0.45 on or before31 December 2019
		3,500,000	OptionsOptions are exercisable at $0.35on or before 1 June 2019
10	Dividend policy (in the case of a trust,	n/a

distribution policy) on the increased capital (interests)

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue

11	Issecurityholderapprovaln/arequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlements inrelation to fractions
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.
19	Closingdateforreceiptofacceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,andthetermsentitleoptionholders to participate on exercise,the date on which notices will be

sent to option holders

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

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)

• 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)

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: 1 December 2017 Company secretary

Print name: Tharun Kuppanda, Company Secretary

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	48,798,775
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline itemsSubtract the number of fully paid +ordinarysecurities cancelled during that 12 month	3,394,750(Resolution 8, AGM: 30 November 2017)5,583,750(Resolution 9, AGM: 30 November 2017)2,063,750(Resolution 10, AGM: 30 November 2017)187,500(Resolution 11, AGM: 30 November 2017)10,461,500*(Resolution 17, AGM: 30 November 2017)32,315,500*(Resolution 18, AGM: 30 November 2017)* Includes securities subject to escrowNil.
period"A"	102,805,525

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	15,420,828
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securitiesissuedor agreed to be issued in that 12 monthperiod not counting those issued:	Nil.
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	Nil.
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	15,420,828
Note: number must be same as shown inStep 2
Subtract "C"	Nil.
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	15,420,828
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	48,798,775
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	4,879,877
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been usedInsert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	3,394,750shares issued on 4 September 20171,485,127shares issued per this Appendix 3B
"E"	4,879,877

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	4,879,877
Note: number must be same as shown inStep 2
Subtract "E"	4,879,877
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	Nil.
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

1 December 2017

CLEANSING STATEMENT

Sequoia Financial Group Ltd (ASX:SEQ) (Sequoia or the Company) advises that in relation to the issuance of ordinary shares as detailed in the preceding Appendix 3B, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Act) of the following details:

• a) The Company issued the Shares without a disclosure document to investors under Part 6D.2 of the Act;
• b) As at the date of this notice, Sequoia has complied with:
  • 1. The provisions of Chapter 2M of the Act as they apply to Sequoia; and
  • 1. Section 674 of the Act; and
• c) as at the date of this notice, there is no information to be disclosed that is "excluded information" within the meaning of section 708A(7) and (8) of the Act.

Regards,

Tharun Kuppanda Company Secretary

Registered Office:

Level 36, 50 Bridge St Sydney NSW 2000 Australia

Phone: +61 2 8114 2222 Fax: +61 2 8114 2200 Email: admin@sequoia.com.au Website: www.sequoia.com.au

For further information please contact:

Scott Beeton, Managing Director & CEO +61 2 8114 2222 Tharun Kuppanda, Company Secretary +61 2 8016 2875

ABOUT SEQUOIA FINANCIAL GROUP LIMITED

ASX-listed Sequoia Financial Group Limited (ASX: SEQ) is an integrated financial services company providing products and services to self-directed retail and wholesale clients and those of third party professional service firms.

It provides:

• Investment and superannuation products
• Wealth management and advisory services
• Corporate advisory and capital markets expertise
• Retail, wholesale and institutional trading platforms
• Market data and financial news services

Sequoia operates various AFS Licenses and its subsidiary D2MX Pty Ltd is an ASX Market Participant