SEQUOIA FINANCIAL GROUP LTD — Capital/Financing Update 2017

Sep 18, 2017

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 to be issued

Fully paid ordinary shares

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

5,583,750

Fully paid ordinary shares (FPO)

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Yes
	If the additional +securities donot 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 thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$1,786,800 ($0.32 per share)
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The funds raised will be to maintain workingcapitalandconsiderfuturestrategicinvestments and a proposed acquisition.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?	Yes
	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	1 November 2016
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	4,098,623 FPOs
6d	+securitiesNumberofissuedwith security holder approvalunder rule 7.1A	1,485,127 FPOs

+ See chapter 19 for defined terms.

6e	+securitiesNumberofissuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	nil
6f	+securitiesNumberofissuedunder an exception in rule 7.2	nil
6g	If +securities issued under rule7.1A, was issue price at least75%of15-dayVWAPascalculatedunderrule7.1A.3?Include the +issue date and bothvalues. Include the source of theVWAP calculation.	YesIssue date, being the date on which the priceof the securities was agreed: is 15 September2017VWAP: $0.331175%: $0.2483Source: IRESS Pro
6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwasreleasedtoASXMarketAnnouncements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	7.1 – 2,554,5297.1A – Nil.
7	+Issue datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a prorata entitlement issue must comply with theapplicable timetable in Appendix 7A.	15 September 2017
	Cross reference: item 33 of Appendix 3B.
			+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	Number57,777,275	FPO

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX	1,300,000	Performance Rights
	+securities(includingtheinsection 2 if applicable)	2	Convertible NoteFace value of $100,000 pernote converting to shares at$0.60pershareandmaturing 11 August 2018.
		1	Convertible NoteFacevalueof$100,000converting to shares at $0.60per share and maturing 7March 2018.
		1	Convertible NoteFace value of $100,000 pernote converting to shares at$0.60pershareandmaturing 18 April 2019.

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

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

+ See chapter 19 for defined terms.

• 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 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

18 Names of countries in which the entity has security holders who will not be sent new offer

documents

• See chapter 19 for defined terms.

Appendix 3B New issue announcement

28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlements in fullthrough abroker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?
32	How do security holders disposeof their entitlements (except bysale 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: 15 September 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 period	Nil.
Note:•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 items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil.
"A"	48,798,775

+ 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	7,319,816
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•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	166,6661 x Convertible Note issued on 7 February 2017*166,6661 x Convertible Note issued on 7 February 2017*166,6661 x Convertible Note issued on 8 March 2017*166,6661 x Convertible Note issued on 19 April 2017*4,098,623shares issued per this Appendix 3B* The Company did not previously lodge an Appendix 3Bfollowing the issue of Convertible Notes. Following advice, theCompany now includes the issue of Convertible Notes in itsShare Issue Capacity under LR 7.1. The Company haspreviously only issued Convertible Notes within its LR 7.1Capacity.
"C"	4,765,287
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	7,319,816
Note: number must be same as shown inStep 2
Subtract "C"	4,765,287

Note: number must be same as shown in

Total ["A" x 0.15] – "C" 2,554,529

Step 3

[Note: this is the remaining placement

capacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step1: 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 used
Insert 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.

15 September 2017

Disclosure Under Listing Rules 3.10.5A and 7.1A.4(b)

Sequoia Financial Group Ltd (ASX:SEQ) (the Company) by Appendix 3B announced the issue of 5,583,750 shares.

In accordance with Listing Rules 3.10.5A and 7.1A.4(b), the Company makes the following disclosures:

a) The dilutive effect of the offer on existing shareholders of the Company is as follows:

	Shares on issue	Dilution
Fully paid ordinary shares on issue pre-placement	52,193,525
Securities issued under LR 7.1	4,098,623	7.09%
Securities issued under LR 7.1A	1,485,127	2.57%
Total securities on issue post issue	57,777,275

• b) The Company issued shares as a placement to investors under s708 of the Corporations Act 2001 (Cth) as it considered this the most efficient way of raising money to maintain working capital and fund future strategic investments.
• c) The placement was not underwritten.
• d) Total fees and costs incurred in connection with the placement are estimated at $58,964.

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

15 September 2017

CLEANSING STATEMENT

Sequoia Financial Group Ltd (ASX:SEQ) (Sequoia or the Company) gives notice under section 708(5)(e) of the Corporations Act 2001 (Cth) (Act) of the following details:

• a) On 15 September 2017, Sequoia issued 5,583,750 ordinary shares (Shares) at an issue price of $0.32 per share under a placement to investors utilising the Company's 25% placement capacity under Listing Rule 7.1 & 7.1A (refer to Appendix 3B release 15 September 2017);
• b) The Company issued the Shares without a disclosure document to investors under Part 6D.2 of the Act;
• c) 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
• d) 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.

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