SEQUOIA FINANCIAL GROUP LTD — Capital/Financing Update 2019

Dec 26, 2019

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 (FPOs)

• 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)

Fully paid ordinary shares

484,446 FPOs

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the +issue date with anexisting +classof quoted +securities?	'Pari Passu' with existing FPOs.
	If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(in the case of a trust, distribution)or interest payment•the extent to which they do notrank equally, other than in relationto the next dividend, distributionor interest payment
5	Issue price or consideration	The Shares were issued at 21.5 cents perShare,aspartconsiderationfortheacquisition of SRI Financial Services Pty Ltd.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	The Shares were issued as part considerationfor the acquisition of SRI Financial ServicesPty Ltd (ABN 34 601 799 160).
6a	Is the entity an +eligible entity thathas obtained security holder approvalunder rule 7.1A?	No
	If Yes, complete sections 6b – 6h inrelation to the +securities the subject ofthis Appendix 3B, and comply withsection 6i
6b	Thedatethesecurityholderresolution under rule 7.1A was passed	n/a
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	n/a

+ See chapter 19 for defined terms.

• 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
9	Number and +class of all +securitiesnot quoted on ASX (includingthe+securities in section 2 if applicable)	150,000	FY 2017 PerformanceRights
		555,000	FY 2018 PerformanceRights

Number +Class

121,179,339 FPO

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

n/a

Part 2 - Pro rata issue

11 Is security holder approval required?

n/a

15,894,788 LR 7.1 Capacity

27 December 2019

n/a

n/a

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

12	Is the issue renounceable or nonrenounceable?	n/a
13	Ratio in which the +securitieswill be offered	n/a
14	+Class of +securities to which theoffer relates	n/a
15	+Recorddatetodetermineentitlements	n/a
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	n/a
17	Policy for deciding entitlementsin relation to fractions	n/a
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	n/a
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	n/a

+ See chapter 19 for defined terms.

20	Names of any underwriters	n/a
21	Amount of any underwriting feeor commission	n/a
22	Names of anybrokers 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	n/a
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	n/a
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	n/a

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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	n/a

+ 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 theadditional +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	n/a
39	+Class of +securities for whichquotation is sought	n/a
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	n/a
	If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in thecase of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow	n/a
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identifythat other +security)

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

Number	+Class
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: 27 December 2019

Print name: Hasaka Martin, 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	118,897,393
Add the following:Number of fully paid +ordinary securities•	185,000	FPOS issued on 24 July 2019(Rule 7.2 Exception 13)
issued in that 12 month period under anexception in rule 7.2	112,500	FPOS issued on 19 February2019(Rule 7.2 Exception 13)
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period
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"	119,194,893

+ 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	17,879,234
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 month	1,500,000	FPOs issued on 9 December2019
period not counting those issued:•Under an exception in rule 7.2	484,446	FPOs issued on 27December 2019
•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"	1,984,446
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	17,879,234
Note: number must be same as shown inStep 2
Subtract "C"	1,984,446
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	15,894,788
	capacity under rule 7.1]	[Note: this is the remaining placement

+ 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"	N/A
Note: number must be same as shown inStep 1 of Part 1
Step2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	N/A
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 7.1A	Nil
Notes:•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
"E"	Nil

+ 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	N/A
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	N/A
	[Note: this is the remaining placementcapacity under rule 7.1A]

+ See chapter 19 for defined terms.