2018 Annual Report and Notice of Annual General Meeting

The 2018 Annual General Meeting of St Barbara Limited will be held at 11:00 am Melbourne time (UTC + 11 hours) on Wednesday 24 October 2018, in the Royce Conference Room, Royce Hotel, 379 St Kilda Road, Melbourne.

The 2018 Annual Report, Notice of Annual General Meeting and sample Proxy Form are attached, as distributed to shareholders today.

A live audio webcast of the Annual General Meeting will be available at St Barbara's website at www.stbarbara.com.au/investors/webcast/, or by clicking here. The audio webcast is 'listen only' and does not enable questions. The audio webcast will subsequently be made available on the website.

The Annual Report complements, and should be read in conjunction with, information contained in the Company's corresponding Corporate Governance Statement and Sustainability Report, both released today and available at stbarbara.com.au. Integrated suite of

Investor Relations	Mr David Cotterell	Manager Investor Relations	+61 3 8660 1959	ASX: SBM
Media Relations	Mr Tim Duncan	Hinton & Associates	+61 3 9600 1979	ADR: STBMY
St Barbara LimitedACN 009 165 066	Level 10, 432 St Kilda Road, Melbourne VIC 3004Locked Bag 9, Collins Street East, Melbourne VIC 8003		T +61 3 8660 1900 F +61 3 8660 1999W www.stbarbara.com.au

St Barbara at a glance

St Barbara was established in 1969 and is an ASX‐200 listed gold mining company (ASX:SBM).
St Barbara has two mining operations:
- Leonora Operations in Western Australia, and
- Simberi Operations in Papua New Guinea.
Leonora Operations comprise the Gwalia underground mine and associated processing plant. The Gwalia underground mine is St Barbara's cornerstone asset. The Gwalia deposit has an average Ore Reserve grade of 7.5 g/t Au down to 2,140 metres below surface, a mine plan to at least FY 31, and remains open at depth. Gwalia compares favourably against other ASX listed gold mines on grade, reserve size, mine life, annual production and cost per ounce.
Simberi Operations has an open pit mine and associated processing plant. Simberi produced 135 koz of gold in FY 18 with the remaining oxide project life extended to FY 21. Existing sulphide reserves and exploration under the oxide pits and on the neighbouring Tabar Islands provide the potential for Simberi Operations to extend mine life.
At 30 June 2018, St Barbara had Mineral Resources of 9.16 million ounces of contained gold, including Ore Reserves of 3.92 million ounces of contained gold.
Growth initiatives planned and underway for FY 19 include:
- Construction of the $100 million Gwalia Extension Project is expected to be completed by December 2019. The project consists of two main components; a ventilation upgrade and paste aggregate fill.
- Gwalia Mass Extraction feasibility study due for completion by December 2018.
- Deep drilling at Gwalia below the existing Ore Reserves (which remain open at depth) with the objective of increasing Resources and Reserves.
- Exploration of over 300 km2 of tenements in the Leonora region, near to the Gwalia mine.
- Drilling of prospective sulphide‐oxide and copper‐ gold targets on the Tabar Islands, adjacent to Simberi Operations in PNG, and drilling for oxide‐ sulphide targets on Simberi Island.
- Drilling at Pinjin in Western Australia.
- Systematic evaluation of sensible, value‐accretive inorganic growth opportunities.
St Barbara's primary safety measure for the year to June 2018 is 2.1 total recordable injuries per million hours worked, an excellent result for a mixed jurisdiction combination of underground and open pit operations.

FY 18 at a glance

Record operational performance
- Record production from operations
- Exceeded production guidance at both operations
- Record low All‐In Sustaining Cost (AISC)
Record financial results
- Record profit
- Record cash flow from operating activities
Positive growth outcomes
- A$100M Gwalia extension project well advanced
- Gwalia mine life extended to FY 31
- Simberi oxide mine life extended to FY 21
Total $0.12 per share fully franked dividends declared for year

Record Production from continuing operations

Low Total Recordable Injury Frequency Rate 2.1

St Barbara at a glance

Leonora (Gwalia mine)

Gwalia underground mine
FY 18 production 268 koz • FY 19F production
245 – 260 koz
1.9 Moz Ore Reserve (open at depth)
Mine plan to FY 31

Growth initiatives

$100 million Gwalia Extension Project well advanced
Gwalia deep drilling targeting Reserve and Resource additions to extend mine life
Leonora regional exploration

Simberi

Open pit mine
FY 18 production 135 koz
FY 19F production 105 – 115 koz
0.3 Moz oxide and 1.4 Moz sulphide Ore Reserve (sulphide open at depth)
Mine life extended to FY 21

Growth initiatives

Exploration of near mine targets and on adjacent Tatau and Big Tabar (the "Tabar") Islands
Copper‐gold porphyry exploration JV with Newcrest

Strategic investments

As at the date of this report, St Barbara holds the following investment in Australian explorers

	Catalyst Metals	ASX: CYL	16%
	Duketon Mining	ASX: DKM	12%
	Peel Mining	ASX: PEX	16%
	Prodigy Gold	ASX: PRX	10%

Strategy 'Stronger for Longer'

Diversify production base

Seeking a portfolio of robust operations

Sustainable long life operations

Aiming for above average mine life at bottom‐third AISC

Quality growth pipeline

Actively add, manage and progress assets in all phases of the pipeline

Talented people who deliver

Support & work with our people to continue to achieve extraordinary results

Trusted to operate

Our various stakeholders trust us everywhere we choose to operate

FY19 planned exploration

Over 2,000 km2 of prospective tenements across Western Australia and Papua New Guinea

Western Australia

Gwalia deep drilling, adjacent and below existing Reserves
Gwalia and Leonora region exploration
Pinjin drilling Papua New Guinea
Simberi oxide and sulphide near mine drilling
Tatau and Big Tabar Islands gold and copper‐ gold drilling

Notes: All‐in Sustaining Cost (AISC) is a non‐IFRS measure, refer page 5. Total Recordable Injury Frequency Rate is measured for each million hours worked on a 12‐month rolling basis. All Ore Reserves and Mineral Resources figures are as at 30 June 2018, refer to pages 76 to 80 for details. Mineral Resources are reported inclusive of Ore Reserves. Mine lives based on Ore Reserves at 30 June 2018. FY19 guidance figures per June 2018 Quarterly Report released to ASX on 26 July 2018. Data is rounded as displayed in charts, discrepancies in totals may occur due to rounding.

Contents	Page
Directors' Report	2
Directors	2
Principal activities	2
Overview of group results	3
Overview of operating results	4
Analysis of Leonora operations	5
Analysis of Simberi operations	6
Discussion and analysis of the income statement	7
Discussion and analysis of the cash flow statement	8
Discussion and analysis of the balance sheet	8
Business strategy and future prospects	9
Material business risks	10
Risk management	12
Regulatory environment	12
Information on Directors	13
Meetings of Directors	15
Directors' Interests	15
Remuneration report	16
Indemnification and insurance of officers	38
Proceedings on behalf of the company	38
Environmental management	38
Non‐audit services	38
Auditor independence	38
Events occurring after the end of the financial year	38
Rounding of amounts	38
Auditor's independence declaration	39
Financial Report	40
Ore Reserves and Mineral Resources Statements	76
Shareholder Information	81

Corporate Governance Statement

The Company's 2018 Corporate Governance Statement was released to the ASX on 14 September 2018 and is available at www.stbarbara.com.au/about‐us/governance.

Sustainability Report

The Company's 2018 Sustainability Report was released to the ASX on 14 September 2018 and is available at www.stbarbara.com.au/sustainability.

Directors' Report

Directors

The Directors present their report on the "St Barbara Group", consisting of St Barbara Limited and the entities it controlled at the end of, or during, the financial year ended 30 June 2018.

The following persons were Directors of St Barbara Limited at any time during the year and up to the date of this report:

T C Netscher Non‐Executive Chairman
R S Vassie Managing Director & CEO
K J Gleeson Non‐Executive Director
D E J Moroney Non‐Executive Director

The qualifications, experience and special responsibilities of the Directors are presented on page 13.

Principal activities

During the year the principal activities of the Group were mining and the sale of gold, mineral exploration and development. There were no significant changes in the nature of activities of the Group during the year.

Overview of group results

The consolidated result for the year is summarised as follows:

	2018$'000	2017$'000
EBITDA(3)(6)	345,514	293,302
EBIT(2)(6)	258,238	207,719
Profit before tax(4)	262,603	189,706
Statutory profit (1) after tax	226,998	157,572
Total net significant items after tax	25,106	(2,794)
EBITDA (6) (excluding significantitems)	345,514	320,575
EBIT (6) (excluding significant items)	258,238	234,992
Profit before tax (excludingsignificant items)	262,603	216,979
Underlying net profit after tax(5)(6)	201,892	160,366

Details of significant items included in the statutory profit for the year are reported in the table below. Descriptions of each item are provided in Note 3 to the Financial Report.

	2018$'000	2017$'000
Asset impairments and writedowns	‐	(27,273)
Significant items before tax	‐	(27,273)
Income tax	25,106	24,479
Significant items after tax	25,106	(2,794)

(1) Statutory profit is net profit after tax attributable to owners of the parent.

(2) EBIT is earnings before interest revenue, finance costs and income tax expense.
(3) EBITDA is EBIT before depreciation and amortisation.
(4) Profit before tax is earnings before income tax expense.
(5) Underlying net profit after income tax is net profit after income tax ("statutory profit") excluding significant items as described in Note 3 to the financial statements.
(6) EBIT, EBITDA and underlying net profit after tax are non‐IFRS financial measures, which have not been subject to review or audit by the Group's external auditors. These measures are presented to enable understanding of the underlying performance of the Group by users.

During the 2018 financial year the Group recorded another year of strong financial performance, with key achievements over the year being:

Statutory net profit after tax of $226,998,000 (2017: $157,572,000);
Record production at Gwalia and Simberi totalling 403,089 ounces (2017: 381,101 ounces);
Cash flows from operations of $300,553,000 (2017: $301,314,000) reflecting the strong performance of both Gwalia and Simberi; and
Total 2018 dividends of $51,414,000 (2017: $Nil).

Underlying net profit after tax, representing net profit excluding significant items, was $201,892,000 for the year (2017: $160,366,000). The significant items in the 2018 financial year represented the recognition of an increase in the deferred tax asset associated with the Simberi operations.

Cash on hand and deposits held to maturity within 12 months at 30 June 2018 was $342,643,000 (2017: $160,909,000). Total interest bearing borrowings were $39,000 (2017: $547,000).

The key shareholder returns for the year are presented in the table below.

	2018	2017
Basic earnings per share
(cents per share)	44.26	31.71
Return on equity	40%	41%
Change in closing share price	66%	(1)%

Underlying shareholder returns for the year are presented in the table below.

	2018	2017
Basic earnings per share(cents per share)	39.37	32.27
Return on equity	37%	44%

The tables below provide a summary of the profit before tax from operations at Leonora and Simberi.

Year ended 30 June 2018

$'000	LeonoraOperations	SimberiOperations	Group
Revenue	461,264	217,940	679,204
Mine operating costs	(157,979)	(117,716)	(275,695)
Gross Profit	303,285	100,224	403,509
Royalties	(18,123)	(4,892)	(23,015)
EBITDA	285,162	95,332	380,494
Depreciation andamortisation	(65,734)	(17,516)	(83,250)
Profit fromoperations(1)	219,428	77,816	297,244

Year ended 30 June 2017

Revenue	441,947	199,755	641,702
Mine operating costs	(143,107)	(124,137)	(267,244)
Gross Profit	298,840	75,618	374,458
Royalties	(17,303)	(4,471)	(21,774)
EBITDA	281,537	71,147	352,684
Depreciation andamortisation	(61,903)	(19,838)	(81,741)
Profit fromoperations(1)	219,634	51,309	270,943

(1) Excludes impairment, corporate costs, exploration expenses, interest and tax and is non‐IFRS financial information, which has not been subject to review or audit by the Group's external auditors.

During the 2018 financial year the Group's operations continued to achieve record production and cost performance.

Safety of people working across the Group is of paramount importance and this focus has been demonstrated maintaining a low total recordable injury frequency rate (TRIFR) of 2.1 as at 30 June 2018 (2017: 1.2), calculated as a rolling 12 month average.

Total production for the Group in the 2018 financial year was 403,089 ounces of gold (2017: 381,101 ounces), and gold sales amounted to 400,956 ounces (2017: 380,173 ounces) at an average gold price of $1,691 per ounce (2017: $1,685 per ounce).

Consolidated All‐In Sustaining Cost (AISC) for the Group was $891 per ounce in 2018 (2017: $907 per ounce), reflecting the benefits of strong production results achieved at Gwalia and Simberi.

The tables below provide a summary of the cash contribution from operations at Leonora and Simberi.

Year ended 30 June 2018
$'000	LeonoraOperations	SimberiOperations	Group
Operating cashcontribution	288,579	87,013	375,592
Capital – sustaining	(33,829)	(4,081)	(37,910)
Cash contribution(1)	254,750	82,932	337,682
Capital – GwaliaExtension Project	(31,773)	‐	(31,773)
Capital – growth(2)	(5,020)	(336)	(5,356)
Cash contributionafter growth capital	217,957	82,596	300,553

Year ended 30 June 2017
Operating cashcontribution	279,040	73,454	352,494
Capital – sustaining	(30,206)	(3,711)	(33,917)
Cash contribution(1)	248,834	69,743	318,577
Capital – Gwalia
Extension Project	(7,861)	‐	(7,861)
Capital – growth(2)	(9,402)	‐	(9,402)
Cash contributionafter growth capital	231,571	69,743	301,314

(1) Cash contribution is non‐IFRS financial information, which has not been subject to review or audited by the Group's external auditors. This measure is provided to enable an understanding of the cash generating performance of the operations. This amount excludes corporate royalties paid.

(2) Growth capital represents deep drilling expenditure at Gwalia and sulphide drilling at Simberi.

Total net cash contribution from the operations was $300,553,000 (2017: $301,314,000) as a result of the record performance from Gwalia and Simberi, which was after capital expenditure and funding of growth capital related to the extension project and deep drilling program at Gwalia.

Analysis of Leonora operations

Total sales revenue from the Leonora operations of $461,264,000 (2017: $441,947,000) was generated from gold sales of 271,141 ounces (2017: 260,828 ounces) in the year at an average achieved gold price of $1,699 per ounce (2017: $1,692 per ounce). The increase in gold ounces sold was attributable to higher production mainly due to higher mining grade of 12.5g/t (2017: 10.7g/t).

A summary of production performance for the year ended 30 June 2018 is provided in the table below.

		Gwalia
	2018	2017
Underground ore mined (kt)	679	790
Grade (g/t)	12.5	10.7
Ore milled (kt)	711	828
Grade (g/t)	12.0	10.3
Recovery (%)	98	97
Gold production (oz)	268,428	265,057
Cash cost (1) (A$/oz)	613	592
All‐In Sustaining Cost (AISC) (2)(A$/oz)	802	785

(1) Cash operating costs are mine operating costs including government royalties, and after by‐product credits. This is a non‐IFRS financial measure which has not been subject to review or audit by the Group's external auditors. It is presented to provide meaningful information to assist management, investors and analysts in understanding the results of the operations. Cash operating costs are calculated according to common mining industry practice using The Gold Institute (USA) Production Cost Standard (1999 revision).
(2) All‐In Sustaining Cost (AISC) is a non IFRS financial measure which has not been subject to review or audit by the Group's external auditors. It is present to provide a meaningful measure by which to access the total sustaining cash cost of production. It is calculated in accordance with the World Gold Council's Guidance Note on Non‐GAAP Metrics – All‐In Sustaining Costs and All‐In Costs (June 2013), which is a non‐IFRS financial measure.

Gwalia

Gwalia produced 268,428 ounces of gold in 2018 (2017: 265,057 ounces). The consistent high performance at Gwalia reflects the positive impact of improvements in productivity and successful implementation of innovations in mining achieved since 2015.

Ore tonnes mined from the Gwalia underground mine decreased to 679,000 tonnes in 2018 from 790,000 tonnes in 2017, largely due to a combination of increasing depth ventilation constraints and expansion project activities.

Ore mined grades increased from 10.7 grams per tonne in 2017 to 12.5 grams per tonne in 2018, primarily due to the mining sequence passing through stopes in the high grade areas of the South West Branch. Ore milled grade increased from 10.3 grams per tonne in 2017 to 12.0 grams per tonne in line with the higher grade of ore mined. The Gwalia mill continued to perform strongly in 2018, with the average recovery consistent at 98% (2017: 97%).

Gwalia unit cash operating costs(1) for the year were $613 per ounce (2017: $592 per ounce). The higher unit operating cost in the 2018 financial year was due to the impact of the ventilation constraints and removal of the ventilation shaft waste. The unit All‐In Sustaining Cost (AISC)(2) for Gwalia was $802 per ounce in 2018 (2017: $785 per ounce), with the higher unit cash cost attributable to the increase in cash operating costs and higher sustaining capital expenditure. Total cash operating costs at Gwalia were $164,546,000 (2017: $156,914,000).

In 2018 Gwalia generated net cash flows, after sustaining and growth capital of $217,957,000 (2017: $231,571,000). The deep drilling program in 2018 targeted extensions to the Gwalia lode system below 2,200 metres below surface, with expenditure in the year totalling $5,020,000 (2017: $9,402,000). Expenditure on the extension project totalled $31,773,000 (2017: $7,861,000).

During the 2017 financial year, the Board approved the Gwalia Extension Project. The Project will enable underground mining at Gwalia to extend to at least 2,000 metres below surface, and provide the foundation for potential further extensions.

Analysis of Simberi operation

During 2018 the Simberi operation continued to build on the successful turnaround achieved in 2016. Total sales revenue from Simberi in 2018 was $217,940,000 (2017: $199,755,000), generated from gold sales of 129,815 ounces (2017: 119,345 ounces) at an average achieved gold price of A$1,673 per ounce (2017: A$1,669 per ounce). As at 30 June 2018 there was 9,521 ounces of gold inventory (2017: 5,327 ounces).

A summary of production performance at Simberi for the year ended 30 June 2018 is provided in the table below.

Details of 2018 production performance
----------------------------------------	--	--

	Simberi
	2018	2017
Open pit ore mined (kt)	4,199	4,020
Grade (g/t)	1.25	1.13
Ore milled (kt)	3,586	3,690
Grade (g/t)	1.35	1.19
Recovery (%)	85	82
Gold production (oz)	134,661	116,044
Cash cost(1) (A$/oz)	969	1,092
All‐In Sustaining Cost (AISC)(2)(A$/oz)	1,068	1,187

(1) Cash operating costs are mine operating costs including government royalties, and after by‐product credits. This is a non‐IFRS financial measure which has not been subject to review or audit by the Group's external auditors. It is presented to provide meaningful information to assist management, investors and analysts in understanding the results of the operations. Cash operating costs are calculated according to common mining industry practice using The Gold Institute (USA) Production Cost Standard (1999 revision).
(2) All‐In Sustaining Cost (AISC) is a non‐IFRS financial measure which has not been subject to review or audit by the Group's external auditors. It is presented to provide a meaningful measure by which to assess the total sustaining cash cost of operation. It is calculated in accordance with the World Gold Council's Guidance Note on Non‐GAAP Metrics – All‐In Sustaining Costs and All‐In Costs (June 2013), which is a non‐IFRS financial measure.

Simberi

Simberi production of 134,661 ounces of gold was the highest since the Group acquired the operations in September 2012 (2017: 116,044 ounces).

Ore tonnes mined and total volume of material moved has increased significantly since 2015. Ore mined in 2018 totalled 4,199,000 tonnes, which was an increase of 4% on the prior year. The increase in mining performance in the 2018 financial year was largely attributable to continuous improvements introduced during the prior year and further operating efficiencies across the operations.

Simberi annual total material moved (kt)

Ore mined grades were generally higher than the prior year at 1.25 grams per tonne gold (2017: 1.13 grams per tonne). The overall performance in 2018 benefited from an intensive strip campaign during the 2017 financial year, giving access to higher grade zones in the Pigibo and Sorowar open pits.

Ore milled remained strong at 3,586,000 tonnes (2017: 3,690,000 tonnes), reflecting the benefit of consistent performance of the processing plant and the ore delivery system. The Simberi mill continued to perform consistently in the year at an average recovery of 85 percent (2017: 82 percent), with capital and management improvements made in the 2017 financial year assisting performance of the mill.

Simberi unit cash operating costs for the year were $969 per ounce (2017: $1,092 per ounce), reflecting the positive impact of increased production. The unit All‐In Sustaining Cost (AISC) for Simberi for the year was $1,068 per ounce (2017: $1,187 per ounce). Total cash operating costs at Simberi during the 2018 year were higher than prior year at $130,487,000 (2017: $126,720,000) due to the higher production volumes.

In 2018 Simberi generated positive net cash flows, after capital expenditure of $82,596,000 (2017: $69,743,000).

Discussion and analysis of the income statement

Revenue

Total revenue increased from $641,702,000 in 2017 to $679,204,000 in 2018. Revenue from Leonora and Simberi was higher than the previous year due to the higher average gold price and an increase in ounces sold.

Mine operating costs

Mine operating costs in 2018 were $275,695,000 compared with $267,244,000 in the prior year. The increase in operating costs was mainly due to the higher operating costs attributable to Gwalia and increased production at Simberi.

Other revenue and income

Interest revenue was $5,283,000 (2017: $1,948,000), earned on cash held.

Other income for the year was $2,053,000 (2017: $86,000), representing the benefit recognised on the disposal of the Red Kite sales agreement.

Exploration

Total exploration expenditure during the 2018 year amounted to $14,169,000 (2017: $20,083,000), with an amount of $5,020,000 (2017: $9,436,000) capitalised, relating to drilling expenditure at Gwalia. Exploration expenditure expensed in the income statement in the year was $9,149,000 (2017: $10,647,000). Exploration activities during the year related to investigating highly prospective near mine targets at Simberi and targets on the surrounding islands. The company continued its extensive deep drilling program at Gwalia, 3D Seismic programs at Gwalia and regional exploration in Western Australia.

Corporate costs

Corporate costs for the year of $23,840,000 (2017: $20,977,000) comprised mainly expenses relating to the corporate office and compliance related costs. Expenditure in 2018 was higher than in the prior year mainly as a result of additional compliance costs and business development activities.

Royalties

Royalty expenses for the year were $23,015,000 (2017: $21,774,000). Royalties paid in Western Australia are 2.5% of gold revenues, plus a corporate royalty of 1.5% of gold revenues. Royalties paid in Papua New Guinea are 2.25% of gold revenues earned from the Simberi mine. The increase in royalty expenses in 2018 was attributable to higher gold revenue from Leonora and Simberi.

Depreciation and amortisation

Depreciation and amortisation of fixed assets and capitalised mine development amounted to $87,276,000 (2017: $85,583,000) for the year. Depreciation and amortisation attributable to the Leonora operations was $65,734,000 (2017: $61,903,000), with the increase in amortisation mainly associated with higher production at Gwalia. The expense at Simberi was $17,516,000 (2017: $19,838,000), with lower depreciation attributable to the reduced asset lives in line with the current life of mine.

Other expenses

Other expenditure of $4,244,000 (2017: $3,608,000) included amounts associated with share based payments and charges for Company projects.

Net finance costs

Finance costs in the year were $918,000 (2017: $19,961,000). Finance costs comprised interest paid and payable on borrowings and finance leases of $15,000 (2017: $7,444,000), borrowing costs relating to the banking facilities and guarantee fees of $50,000 (2017: $10,859,000) and the unwinding of the discount on the rehabilitation provision of $853,000 (2017: $1,658,000).

Net foreign exchange gain

A net foreign exchange gain of $200,000 was recognised for the year (2017: net gain of $3,037,000).

Income tax

An income tax expense of $35,605,000 was recognised for the 2018 year (2017: income tax expense of $32,134,000). A tax credit of $25,106,000 (2017: $26,775,000) was booked relating to previously unrecognised PNG deferred tax assets. This amount has been booked based on the current life of mine plan for the Simberi operations.

Operating activities

Cash flows from operating activities for the year were $315,679,000 (2017: $303,226,000), reflecting the benefit of higher receipts from customers partially offset by income tax payments.

Receipts from customers of $681,146,000 (2017: $640,354,000) reflected the higher achieved gold price in 2018 and increased gold sales from Gwalia and Simberi. Payments to suppliers were $322,074,000 (2017: $309,097,000), with the increase mainly attributable to higher production volumes.

Payments for exploration expensed in the year amounted to $9,149,000 (2017: $10,647,000).

Interest paid in the year was $Nil (2017: $11,304,000), with borrowing costs of $50,000 in the year (2017: $8,017,000). Both were significantly lower due to the final repayment of debt in the prior year.

During the year the Company paid Australian company tax of $31,250,000 (2017: $Nil) relating to the prior year, and instalment payments of $8,212,000 for the 2018 financial year.

Investing activities

Net cash flows used in investing activities amounted to $212,988,000 (2017: $53,108,000) for the year. The significant increase was due to the investment of $116,200,000 into deposits held to maturity within 12 months (2017: $Nil).

Higher mine development expenditure of $59,134,000 (2017: $32,036,000) included expenditure related to the extension project at Gwalia.

Higher expenditure on property, plant and equipment of $12,043,000 in 2018 (2017: $9,796,000) was mainly due to higher expenditure at Gwalia.

Exploration expenditure capitalised during the year totalled $5,020,000 (2017: $9,436,000), which related to the deep drilling program at Gwalia.

Investing expenditure during the year was in the following major areas:

Underground mine development and infrastructure at Gwalia $27,361,000 (2017: $24,175,000)
Gwalia extension project $31,773,000 (2017: $7,861,000)
Purchase of property, plant and equipment at Gwalia $6,400,000 (2017: $5,554,000)
Purchase of property, plant and equipment at Simberi $4,081,000 (2017: $3,711,000)
Further investments in Catalyst Metals Limited and Peel Mining Limited shares totalling $12,235,000 (2017: $4,540,000)
Investment in Prodigy Gold NL and Duketon Mining Limited shares totalling $8,356,000 (2017: $Nil)

Financing activities

Net cash flows related to financing activities in 2018 was a net outflow of $42,843,000 (2017: net outflow of $228,446,000). The main movements in financing cash flows included:

Dividend payments of $40,997,000 (2017: $Nil).
Repayment of finance leases amounting to $466,000 (2017: $946,000).

During the year cash backed banking guarantees increased by $1,400,000 (2017: decrease of $188,000). In the prior year debt repayments totalled $225,409,000.

Discussion and analysis of the balance sheet

Net assets and total equity

St Barbara's net assets and total equity increased substantially during the year by $204,743,000 to $665,870,000 as a result of the strong profit result and significant increase in cash on hand and deposits.

Non current assets increased during the year by $27,819,000, mainly due to the increase in financial assets and mine properties, offset with depreciation and amortisation during the year.

Current trade and other payables increased to $39,878,000 at 30 June 2018 (2017: $36,480,000) due to timing of payments at year end.

The deferred tax balance was a net asset of $9,904,000 (2017: net liability of $1,822,000). A current provision for tax payable of $39,982,000 was recognised at 30 June 2018 (2017: $29,692,000).

Debt management and liquidity

The available cash balance at 30 June 2018 was $226,443,000 (2017: $160,909,000), with an additional $116,200,000 in deposits held to maturity (2017: $Nil). A further $1,400,000 was held on deposit as restricted cash and reported within trade receivables (2017: $Nil).

Total interest bearing liabilities reduced to $39,000 at 30 June 2018 (2017: $547,000) representing lease liabilities.

The AUD/USD exchange rate as at 30 June 2018 was 0.7407 (30 June 2017: 0.7695).

Cash, deposits and debt (A$M)

(1) Includes restricted cash.

Business strategy and future prospects

St Barbara's strategic focus is on developing or acquiring gold deposits in order to diversify the Group's production base to create a portfolio of sustainable long life operations at costs in the bottom third of AISC. In relation to growth by acquisition or development, St Barbara's focus is to actively add, manage and progress assets in all phases of the 'growth pipeline' from exploration through feasibility and construction to production. The Group aligns its decisions and activities to this strategy by focusing on key value drivers: relative total shareholder returns, increase in gold ore reserves, return on capital employed and exploration success.

In relation to current operations, St Barbara's focus is on maximising production at the lowest possible cost from Gwalia and Simberi, both of which achieved record production and cost results in 2018 through operating efficiencies and continuing consistent performance.

During the 2018 financial year the Group achieved a number of strategic milestones:

Record gold production was achieved at Gwalia and Simberi. At Gwalia the production performance in 2018 beat the record established in the prior year. At Simberi performance in 2018 built on the turnaround of the operations completed in 2016, with record production and cost results achieved.
Safety performance continued to be a key focus area for the Group, reporting a Total Recordable Injury Frequency Rate (TRIFR) of 2.1 for the year (2017: 1.2). Health and safety plans and strategies are continuously reviewed, and developed, to assist in further reducing the Group's TRIFR rate.
During the year the Gwalia Extension Project (GEP) made good progress, is on schedule and approximately fifty percent complete and within budget. GEP consists of two main components, a ventilation upgrade and paste aggregate fill, which involves mixing paste from surface with waste crushed underground to fill stope cavities.
In February 2018 the Company announced the outcomes of the Gwalia Mass Extraction (GMX) pre‐feasibility study. GMX comprises a new mining method and investment in underground grinding, mixing and hydraulic hoisting to lift mining rates, maintain margins and potentially increase production as Gwalia gets deeper. A feasibility study is due to be completed by December 2018.
During the year the Board paid a final fully franked dividend in relation to the 2017 financial year of 6 cents per ordinary share, an interim fully franked dividend of 4 cents per ordinary share, and has declared a final fully franked dividend in relation to the 2018 financial year of 8 cents per ordinary share.

Strategic drivers for the business include:

Optimising cash flow and reducing the cost base: The Group is focused on optimising cash flow from operations through maximising production and managing costs at its existing operations, enhancing operating capabilities and incorporating new technologies across St Barbara. The Group will continue to identify opportunities to enhance productivity and improve operating performance in a volatile gold market.
Improving productivity: The Group is focused on maintaining consistent operations at Gwalia and Simberi. St Barbara continues to invest to improve infrastructure, mining fleets and capability to ensure consistent and reliable production at its operations.
Growing the ore reserve base through the development of existing Mineral Resources and exploration activities: A number of potential organic growth opportunities have been identified, which could increase production and extend the life of the

Gwalia and Simberi operations. During 2018 the deep drilling program continued at Gwalia with the objective to extend the Gwalia mineral resource. At Simberi, a sulphide ore reserve, which has been estimated at 1.4 Moz, provides an opportunity to create a long life production centre at Simberi, with drilling in progress under the Sorowar pit aimed at increasing the sulphide resource. In addition the Group is generating and evaluating exploration targets in the Tabar Island Group in Papua New Guinea and on its tenements in regional Western Australia.

Maintaining a conservative financial profile: The Group continues to maintain prudent financial management policies with the objective of maintaining liquidity to ensure appropriate investments in the operations. The Group's financial management policies are aimed at generating net cash flows from operations to meet financial commitments and fund exploration to the extent viable and appropriate. The Group's capital management plan is reviewed and discussed with the Board on a regular basis.
Continue and strengthen the Group's commitment to employees and local communities: The Group considers the capability and wellbeing of its employees as key in delivering the business strategy. Creating and sustaining a safe work environment and ensuring that operations conform to applicable environmental and sustainability standards are an important focus for the Group. The Group invests in the training and development of its employees, talent management and succession planning.

The Company views such efforts as an important component of instilling St Barbara's values throughout the organisation and retaining continuity in the workforce. The Group has in place a comprehensive talent management framework to strengthen the capacity to attract, motivate and retain capable people. The Group also has an ongoing commitment to work with local communities to improve infrastructure, particularly in health and education, support local businesses, and provide venues for leisure activities, and other opportunities for developing communities in which the Group operates.

Within Australia, the Gwalia underground mine remains the flagship asset of the Group, generating strong cash flows. To optimise the value of the mine using trucking the Gwalia extension project was approved by the Board in March 2017 with a budget of $100 million. In February 2018 the Gwalia Mass Extraction pre‐feasibility was completed, with the feasibility study due in December 2018. GMX is a highly valuable project that is expected to support profitable mine life extension.

In Papua New Guinea, a pre‐feasibility study (PFS) for the Simberi sulphide project was completed during 2016. Drilling beneath the Sorowar pit that commenced during the year is seeking to identify further sulphide ore to enhance the sulphide project. In addition the St Barbara Group entered into an Option and Farm‐in Agreement with Newcrest PNG Exploration Limited for copper‐gold porphyry exploration on the tenements on the Tatau and Big Tabar Islands.

The Group's 2019 financial year budget was developed in the context of a volatile gold market and weakening Australian dollar against the United States dollar. The Group's priorities in the 2019 financial year are to continue consistent production from Gwalia and Simberi, further advance the growth projects at Gwalia and continue to drive productivity improvements at both operations. For the 2019 financial year the Group's operational and financial outlook is as follows:

Gold production is expected to be in the range 350,000 to 375,000 ounces;
All‐In Sustaining Cost is expected to be in the range of $1,030 per ounce to $1,100 per ounce;
Sustaining capital expenditure is expected to be in the range of $58 million to $65 million;
Growth capital at Gwalia is anticipated to be between $60 million to $64 million; and
Exploration expenditure is anticipated to be between $21 million and $27 million.

The focus for the exploration program in 2019 will be deep drilling at Gwalia, exploration in the Greater Gwalia area and in the Leonora region, continued exploration at Pinjin in Western Australia and to drill targets on the Tatau and Big Tabar islands in Papua New Guinea.

Material business risks

St Barbara prepares its business plan using estimates of production and financial performance based on a business planning system and a range of assumptions and expectations. There is uncertainty in these assumptions and expectations, and risk that variation from them could result in actual performance being different to planned outcomes. The uncertainties arise from a range of factors, including the Group's international operating scope, nature of the mining industry and changing economic factors. The material business risks faced by the Group that may have an impact on the operating and financial prospects of the Group as at 30 June 2018 are:

Fluctuations in the United States Dollar ("USD") spot gold price: Volatility in the gold price creates revenue uncertainty and requires careful management of business performance to ensure that operating cash margins are maintained despite a fall in the spot gold price.

Declining gold prices can also impact operations by requiring a reassessment of the feasibility of a particular exploration or development project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment could cause substantial delays and/or interrupt operations, which may have a material adverse effect on the results of operations and financial condition.

In assessing the feasibility of a project for development, the Group may consider whether a hedging instrument should be put in place to guarantee a minimum level of return. For example, the Group put in place a gold collar structure when the King of the Hills project was commissioned, and has used gold forward contracts to secure revenues during the completion of the turnaround at Simberi and subsequently to ensure a reasonable margin.

The Group has a centralised treasury function that monitors the risk of fluctuations in the USD gold price and impacts on expenditures from movements in local currencies. Where possible, the exposure to movements in the USD relative to USD denominated expenditure is offset by the exposure to the USD gold price (a natural hedge position).

Government regulation: The Group's mining, processing, development and exploration activities are subject to various laws and statutory regulations governing prospecting, development, production, taxes, royalty payments, labour standards and occupational health, mine safety, toxic substances, land use, water use, communications, land claims of local people and other matters.

No assurance can be given that new laws, rules and regulations will not be enacted or that existing laws, rules and regulations will not be applied in a manner which could have an adverse effect on the Group's financial position and results of operations. Any such amendments to current laws, regulations and permits governing operations and activities of mining and exploration, or more stringent implementation thereof, could have a material adverse impact on the Group. Failure to comply with any applicable laws, regulations or permitting requirements may result in enforcement actions against the Group, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Operating risks and hazards: The Group's mining operations, consisting of open pit and underground mines, generally involve a high degree of risk, and these risks increase when mining occurs at depth. The Group's operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold. Processing operations are subject to hazards such as equipment failure, toxic chemical leakage, loss of power, fast‐moving heavy equipment, failure of deep sea tailings disposal pipelines and retaining dams around tailings containment areas, rain and seismic events which may result in environmental pollution and consequent liability. The impact of these events could lead to disruptions in production and scheduling, increased costs and loss of facilities, which may have a material adverse impact on the Group's results of operations, financial condition, license to operate and prospects. These risks are managed by a structured operations risk management framework and formalised procedures.
Reliance on transportation facilities and infrastructure: The Group depends on the availability and affordability of reliable transportation facilities and infrastructure (e.g. roads, bridges, airports, power sources and water supply) to deliver consumables to site, and final product to market. Interruption in the provision of such infrastructure (e.g. due to adverse weather; community or government interference) could adversely affect St Barbara's operations, financial condition and results of operations. The Group's operating procedures include business continuity plans which can be enacted in the event any particular infrastructure is temporarily unavailable.
Production, cost and capital estimates: The Group prepares estimates of future production, operating costs and capital expenditure relating to production at its operations. The ability of the Group to achieve production targets, or meet operating and capital expenditure estimates on a timely basis cannot be assured. The assets of the Group are subject to uncertainty with regards to ore tonnes, grade, metallurgical recovery, ground conditions, operational environment, funding for development, regulatory changes, accidents and other unforeseen circumstances such as unplanned mechanical failure of plant and equipment. Failure to achieve production, cost or capital estimates, or material increases to costs, could have an adverse impact on the Group's future cash flows, profitability and financial condition. The development of estimates is managed by the Group using a rigorous budgeting and forecasting process. Actual results are compared with forecasts to identify drivers behind discrepancies which may result in updates to future estimates.
Gwalia Extension Project: The project to install an underground paste aggregate fill plant and ventilation upgrade is important to enabling continuing mining at depth. Any material delays in completing the project, or material defects in the design or construction of the project, may have an adverse impact on the productivity of the mine due to ineffective handling of waste, or prevent mining at depth due to inadequate ventilation. The Group is managing these risks through oversight of a dedicated project team, thorough procurement processes to ensure appropriate qualified and expert suppliers are engaged to design and construct each component, and regular reviews by senior management of project progress on critical path elements.
Changes in input costs: Mining operations and facilities are intensive users of electricity, gas and carbon‐based fuels. Energy

prices can be affected by numerous factors beyond the Group's control, including global and regional supply and demand, carbon taxes, inflation, political and economic conditions, and applicable regulatory regimes. The prices of various sources of energy may increase significantly from current levels.

The Group's production costs are also affected by the prices of commodities it consumes or uses in its operations, such as diesel, lime, sodium cyanide and explosives, and increases in labour rates. The prices of such commodities are influenced by supply and demand trends affecting the mining industry in general and other factors outside the Group's control. Increases in the price for materials consumed in St Barbara's mining and production activities could materially adversely affect its results of operations and financial condition.

The Group's operations use contractors for mining services at those operations, and some of its construction projects are conducted by contractors. As a result, the Group's operations are subject to a number of risks, including:

negotiation and renewal of agreements with contractors on acceptable terms;
failure of contractors to perform under their agreements, including failure to comply with safety systems and standards, contractor insolvency and failure to maintain appropriate insurance;
failure of contractors to comply with applicable legal and regulatory requirements; and
changes in contractors.

In addition, St Barbara may incur liability to third parties as a result of the actions of its contractors. The occurrence of one or more of these risks could have a material adverse effect on its results of operations and financial position.

The Group manages risks associated with input costs through a centralised procurement function which analyses market trends, supply environment, and operational demand planning, to establish appropriate sourcing strategies for spend categories.

The Group manages risks associated with contractors through a contractor management system.

Exploration and development risk: Although the Group's activities are primarily directed towards mining operations and the development of mineral deposits, its activities also include the exploration for mineral deposits and the possibility of third party arrangements including joint ventures, partnerships, toll treating arrangements or other third party contracts. An ability to sustain or increase the current level of production in the longer term is in part dependent on the success of the Group's exploration activities and development projects, and the expansion of existing mining operations.

The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored subsequently have economic deposits of gold identified, and even fewer are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to establish rights to mine the ground, to receive all necessary operating permits, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs the Group plans will result in a profitable mining operation.

Whether a mineral deposit will be commercially viable depends on a number of factors.

The Group has a disciplined approach to allocating budget to exploration projects. The Group also has investment criteria to ensure that development projects are only approved if an adequate economic return on the investment is expected.

Ore Reserves and Mineral Resources: The Group's estimates of Ore Reserves and Mineral Resources are based on different levels of geological confidence and different degrees of technical and economic evaluation, and no assurance can be given that anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that Ore Reserves could be mined or processed profitably. The quality of any Ore Reserve or Mineral Resource estimate is a function of the quantity of available technical data and of the assumptions used in engineering and geological interpretation, and modifying factors affecting economic extraction. Such estimates are compiled by experienced and appropriately qualified geoscientists using mapping and sampling data obtained from bore holes and field observations, and subsequently reported by Competent Persons under the JORC Code.

Fluctuation in gold prices, key input costs to production, as well as the results of additional drilling, and the evaluation of reconciled production and processing data subsequent to any estimate may require revision of such estimates.

Actual mineralisation of ore bodies may be different from those predicted, and any material variation in the estimated Ore Reserves, including metallurgy, grade, dilution, ore loss, or stripping ratio at the Group's properties may affect the economic viability of its properties, and this may have a material adverse impact on the Group's results of operations, financial condition and prospects.

There is also a risk that depletion of reserves will not be offset by discoveries or acquisitions, or that divestitures of assets will lead to a lower reserve base. The reserve base of the Group may decline if reserves are mined without adequate replacement and the Group may not be able to sustain production beyond current mine lives, based on current production rates.

Political, social and security risks: St Barbara has production and exploration operations in a developing country that is subject to political, economic and other risks and uncertainties. The formulation and implementation of government policies in this country may be unpredictable. Operating in developing countries also involves managing security risks associated with the areas where the Group has activities. The Group has established policies and procedures to assist in managing and monitoring government relations. The Group's operating procedures at its mine in Papua New Guinea includes detailed security plans.
Foreign exchange: The Group has an Australian dollar presentation currency for reporting purposes. However, gold is sold throughout the world based principally on the U.S. dollar price, and most of the Group's revenues are realised in, or linked to, U.S. dollars. The Group is also exposed to U.S. dollars and Papua New Guinea Kina in respect of operations located in Papua New Guinea as certain of its operating costs are denominated in these currencies. There is a "natural" (but not perfect) hedge which matches to some degree U.S. denominated revenue and obligations related to U.S. dollar expenditure. The Group is therefore exposed to fluctuations in foreign currency exchange rates. The Group monitors foreign exchange exposure and risk on a monthly basis through the centralised treasury function and a Management Treasury Risk Committee.
Community relations: A failure to adequately manage community and social expectations within the communities in which the Group operates may lead to local dissatisfaction

which, in turn, could lead to interruptions to production and exploration operations. The Group has an established stakeholder engagement framework to guide the management of the Group's community relations efforts. At Simberi there is a dedicated community relations team to work closely with the local communities and government.

Insurance: The Group maintains insurance to protect against certain risks. However, the Group's insurance will not cover all the potential risks associated with a mining company's operations. The Group may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to the Group, or to other companies in the mining industry on acceptable terms. The Group might also become subject to liability for pollution or other hazards which may not be insured against, or which it may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Group to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.
Climate change: Climate change related risks that may impact the Group include physical as well as regulatory and macro‐ economic impacts. The effects of changes in rainfall patterns, changing storm patterns and intensities have from time to time adversely impacted, and may in the future adversely impact, the cost, production levels and financial performance of the Group's operations. The Group's mining operations have been, and may in the future be, subject from time to time to severe storms and high rainfalls leading to flooding and associated damage, which has resulted, and may result in delays to, or loss of production at its mines (e.g. due to water ingress and flooding at the base of the mine at Leonora WA and tropical storms and/or sea level increases impacting logistics and mining operations at Simberi PNG). Carbon related regulatory impacts on the groups are currently low, but may increase adversely in future, for instance should a carbon trading scheme be introduced. Climate change related impacts on commodity markets are difficult to predict, but might include increased energy cost to the Group.
Other natural disasters: Seismic activity is of particular concern to mining operations. The Simberi mine in Papua New Guinea is in an area known to be seismically active and is subject to risks of earthquakes and the related risks of tidal surges and tsunamis. The Gwalia underground mine may be impacted by potential seismic events associated with operating at depth.
Risk of impairment:If the gold price suffers a significant decline, or the operations are not expected to meet future production levels, there may be the potential for future impairment write downs at any of the operations. The recoverability of the carrying value of the Group's assets is assessed on a regular basis using a range of assumptions and expectations as part of the business planning system.

Risk management

The Group manages the risks listed above, and other day‐to‐day risks through an established enterprise wide risk management framework, which conforms to Australian and international standards and guidance. The Group's risk reporting and control mechanisms are designed to ensure strategic, safety, environment, operational, legal, financial, tax, reputational and other risks are identified, assessed and appropriately managed.

The financial reporting and control mechanisms are reviewed during the year by management, the Audit and Risk Committee, the internal audit function and the external auditor.

Senior management and the Board regularly review the risk portfolio of the business and the effectiveness of the Group's management of those risks.

During July 2014, the Company announced that by operation of its internal reporting mechanisms, the provision of benefits to a foreign public official that may violate its Anti‐Bribery and Anti‐Corruption Policy or applicable laws in Australia or in foreign jurisdictions were identified. The amount of the benefits provided to the foreign public official was not material to the Company. The Company self‐ reported the matter to relevant authorities, including the Australian Federal Police, and the matter is being assessed and investigated. To date, there has been no action taken against the Company, consequently, the range of potential penalties, if any, cannot be reliably estimated. Should there be any prosecution, potential penalties if any are governed by laws in various jurisdictions including Criminal Code 1995 (Cth) in Australia and/or the UK Bribery Act.

Regulatory environment

Australia

The Group's Australian mining activities are in Western Australia and governed by Western Australian legislation, including the Mining Act 1978, the Mines Safety and Inspection Act 1994, Dangerous Goods Safety Act 2004 and other mining related and subsidiary legislation. The Mining Rehabilitation Fund Act 2012 took effect from 1 July 2013. The Mining Rehabilitation Fund replaces unconditional environmental performance bonds for companies operating under the Mining Act 1978.

The Group is subject to significant environmental regulation, including the Western Australian Environmental Protection Act 1986, Contaminated Sites Act 2003, Wildlife Conservation Act 1950, Aboriginal Heritage Act 1972 and the Commonwealth Environmental Protection and Biodiversity Conservation Act 1999, as well as safety compliance in respect of its mining and exploration activities.

The Group is registered pursuant to the National Greenhouse and Energy Reporting Act 2007 under which it is required to report annually its energy consumption and greenhouse gas emissions. St Barbara also reports to Government pursuant to both the Energy Efficiency Opportunities Act 2006 and the National Environmental Protection (National Pollutant Inventory) Measure (subsidiary legislation to the National Environmental Protection Measures (Implementation) Act 1998). The Group has established data collection systems and processes to meet these reporting obligations. The Group's Australian operations are also required to comply with the Australian Federal Government's Clean Energy Act 2011, effective from 1 July 2012.

Papua New Guinea

The primary Papua New Guinea mining legislation is the Mining Act 1992, which governs the granting and cessation of mining rights. Under the Mining Act, all minerals existing on, in or below the surface of any land in Papua New Guinea, are the property of the State. The Mining Act establishes a regulatory regime for the exploration for, and development and production of, minerals and is administered by the Minerals Resources Authority. Environmental impact is governed by the Environment Act 2000, administered by the Department of Environment and Conservation. The PNG government has been reviewing the Mining Act since 2014. There is no public timeframe for completion of the review.

Information on Directors

Tim C Netscher

BSc (Eng) (Chemical), BCom, MBA, FIChE, CEng, MAICD

Independent Non‐Executive Chairman Appointed as a Director 17 February 2014 Appointed as Chairman 1 July 2015

Special responsibilities:

Chair of the Health, Safety, Environment and Community Committee
Member of the Audit and Risk Committee
Member of the Remuneration and Nomination Committee

Mr Netscher is an experienced international mining executive with extensive operational, project development, transactional and sustainability experience gained in senior executive and board roles over many years. His key executive positions during the past 25 years included Managing Director and CEO of Gindalbie Metals Ltd, Senior Vice President Asia Pacific Region of Newmont Inc., Managing Director of Vale Coal Australia, President of P T Inco and Executive Director of Refining & New Business at Impala Platinum Ltd.

Mr Netscher's experience covers a wide range of resources including nickel, coal, iron ore, uranium and gold in Africa, Asia and Australia.

Other current listed company directorships:

Gold Road Resources Limited
- o Non‐Executive Chairman
- o Member of Audit & Risk Committee
- o Member of Remuneration & Nomination Committee
Western Areas Limited
- o Non‐Executive Director
  - o Member of Audit & Risk Committee
  - o Chairman of Remuneration Committee

Former listed company directorships in last three years:

Toro Energy Limited (resigned September 2016)
- o Non‐Executive Chairman
- o Member of Audit & Risk Committee
- o Member of Remuneration Committee
Deep Yellow Limited (resigned December 2015)
- o Non‐Executive Chairman
- o Member of Audit & Risk Committee
- o Member of Remuneration Committee

Other previous relevant experience:

Director of Queensland Resources Council
Director of Minerals Council of Australia
Director of Chamber of Minerals and Energy of Western Australia

Robert S (Bob) Vassie

B. Mineral Technology Hons (Mining), GAICD, FAusIMM

Managing Director and Chief Executive Officer Appointed as Managing Director and CEO 1 July 2014

Special responsibilities:

Nil (attends Board Committee Meetings by invitation)

Mr Vassie is a mining engineer with over 30 years' international mining industry experience and has 18 years' experience in a range of senior management roles with Rio Tinto, culminating in Global Practice Leader –Mining Technology and then Managing Director – Strategic Optimisation. Immediately prior to joining St Barbara he was MD and CEO of Ivanhoe Australia Ltd. He has particular experience in operations management, resource development strategy, mine planning, feasibility studies, business improvement, corporate restructuring and strategic procurement.

Other current listed public company directorships:

Tawana Resources NL (appointed 1 August 2017) o Non‐Executive Director

Former listed company directorships in last three years: Nil

Other current relevant experience:

Director of Minerals Council of Australia
Chair of MCA Gold Forum

Kerry J Gleeson LLB (Hons), FAICD

Independent Non‐Executive Director Appointed as a Director 18 May 2015

Special responsibilities:

Chair of Remuneration & Nomination Committee
Member of the Audit and Risk Committee
Member of the Health, Safety, Environment and Community Committee

Ms Gleeson has over 25 years' board room and senior management experience across Europe, North America and Australasia.

A qualified lawyer in both UK and Australia, Ms Gleeson has significant experience in international governance, strategic mergers and acquisitions and complex corporate finance transactions, as well as in risk and crisis management.

Ms Gleeson was a member of the Group Executive at Incitec Pivot Limited for ten years until 2013, including as Company Secretary and General Counsel, with involvement across its international operations in explosives and chemicals, logistics and mining. Ms Gleeson led Incitec Pivot's Corporate Affairs function across government, media and regulatory affairs as well as leading international crises responses and major environmental remediation projects, and the company's Culture & Values and Diversity programs.

Prior to joining Incitec Pivot, she was a corporate finance and transactional partner in an English law firm, focussing on mergers and acquisitions and IPOs and, on relocating to Australia 20 years ago, was appointed a senior corporate lawyer with Australian law firm, Blake Dawson Waldron (now Ashurst).

Other current listed company directorships: Nil

Former listed company directorships in last three years:

McAleese Limited (resigned September 2016)
- o Member of Audit, Business Risk and Compliance Committee

Other current relevant experience:

Non‐Executive Director, Trinity College, University of Melbourne
- o Chair of the Pathways School Business Committee
- o Member of the Finance Committee
A member of the Director Advisory Panel of the Australian Securities and Investments Commission

David E J Moroney

BCom, FCA, FCPA, GAICD

Independent Non‐Executive Director Appointed as a Director 16 March 2015

Special responsibilities:

Chair of the Audit and Risk Committee
Member of the Health, Safety, Environment and Community Committee
Member of the Remuneration & Nomination Committee

Mr Moroney is an experienced finance executive with more than 30 years' experience in senior corporate finance roles, including 15 years in the mining industry, and extensive international work experience with strong skills in finance, strategic planning, governance, risk management and leadership. Mr Moroney's executive positions included CFO of Co‐Operative Bulk Handling, CFO of First Quantum Minerals Ltd, General Manager Group Business Services at Wesfarmers Ltd, CFO of Wesfarmers CSBP Ltd, Deputy CFO/Executive GM Accounting of Normandy Mining Ltd and CFO at Aurora Gold Ltd.

Mr Moroney's experience covers a wide range of resources including diamonds, copper, cobalt, nickel, silver and gold in Africa, Asia, Scandinavia and Australia.

Other current listed company directorships: Nil

Former listed company directorships in last three years: Nil

Other current relevant experience:

Non‐Executive Director, Hockey Australia Ltd o Chair of Finance, Audit and Risk Management Committee
Non‐Executive Director, WA Super (Western Australia's largest public offer superannuation fund)
- o Chair of Risk Committee
- o Member of Audit & Compliance Committee
- o Member of Human Resources Committee

Other previous relevant experience:

Non‐Executive Director, Geraldton Fishermen's Co‐Operative Ltd (largest exporter of lobster in the southern hemisphere)
National Councillor, Group of 100 Inc.

Qualifications and experience of the Company Secretary

Meetings of Directors

The number of meetings of Directors (including meetings of Committees of Directors), and the numbers of meetings attended by each of the Directors of the Company during the financial year was:

		Board Meetings						Board Committees
	Scheduled		Supplementary		Audit & Risk		Remuneration &Nomination		Environment &Health, Safety,Community
	A	H	A	H	A	H	A	H	A	H
K Gleeson	7	7	3	3	4	4	4	4	3	3
D Moroney	6	7	3	3	4	4	4	4	3	3
T Netscher	7	7	3	3	4	4	4	4	3	3
R Vassie	7	7	3	3	4	4	4	4	3	3

A = Number of meetings attended

H = Number of meetings held during the time the Director held office or was a member of the committee during the year

Directors' interests

The relevant interest of each Director in the shares and rights over such instruments issued by the companies within the Group and other related bodies corporate as notified by the Directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, as the date of this report is as follows:

	Ordinary shares	Rights overordinary shares
K Gleeson	8,597	‐
D Moroney	103,173	‐
T Netscher	22,697	‐
R Vassie	1,769,053	1,104,674 (1)415,456 (2)

(1) These rights were determined by the Board on 22 August 2018 to have vested as at 30 June 2018 and are pending issue as shares as at the date of this report.

(2) The vesting of these rights is subject to future performance conditions as described in the Remuneration Report.

No Directors have an interest in options over shares issued by companies within the Group.

Rowan Cole

B.Comm, CA, CIA, MBA, GAICD, FGIA, Dip Inv Rel, Dip Marketing Company Secretary

Mr Cole joined St Barbara in 2010 as General Manager Corporate Services and was appointed as Deputy Company Secretary in 2012 and as Company Secretary in 2014. In addition to company secretarial duties and compliance, Mr Cole is responsible for the in‐ house legal function, investor and external relations, insurance and risk management and sustainability reporting.

He has over 30 years' experience across chartered accounting, retail banking, private and public companies. His executive roles include five years as Chief Financial and Risk Officer of former diversified IT company UXC Ltd, General Manager of Australia's first national indigenous credit union, First Nations Advantage Credit Union, and Strategic Development Manager of Advantage Credit Union (now part of CUA). Mr Cole's experience commenced with accounting firm KPMG and includes external, internal and IT audit, risk management, customer service delivery, marketing, strategy formulation, execution and measurement, process and business improvement, financial and business reporting in senior roles including general manager, head of risk and compliance, chief audit executive and chief financial and risk officer.

Information on Executives

Robert S (Bob) Vassie

B. Mineral Technology Hons (Mining), GAICD, FAusIMM Managing Director and Chief Executive Officer

Garth Campbell‐Cowan

B.Comm, Dip‐Applied Finance & Investments, FCA Chief Financial Officer

Mr Campbell‐Cowan is a Chartered Accountant with over 30 years' experience in senior management and finance positions across a number of different industries.

He was appointed to the position of Chief Financial Officer in September 2006 and is responsible for the Group's Finance function, covering financial reporting and accounting, treasury, taxation, internal audit, capital management, procurement and information technology. Mr Campbell‐Cowan also has executive responsibility for business development. Prior to joining the Group, his executive roles included four years as Director of Corporate Accounting at Telstra, five years as GM Finance and Tax at Newcrest Mining Ltd and five years as Manager Group Policy and Special Projects at ANZ Bank.

Remuneration Report (Audited)

1. Introduction and Key Management Personnel
1. Remuneration Summary
1. Executive Remuneration Strategy
1. Remuneration Governance
1. Remuneration Structure
1. Relationship between Group Performance and Remuneration
1. Executive Remuneration Outcomes
1. Non‐Executive Director Remuneration
1. Remuneration Disclosure
1. Additional Statutory Information

1. Introduction and Key Management Personnel

This Remuneration Report describes the remuneration strategy and practices that applied for the 2018 financial year. The report provides details of remuneration paid for the 2018 financial year to Non‐Executive Directors and the Executives named in this report with the authority and responsibility for planning, directing and controlling the activities of the Group, collectively referred to as Key Management Personnel (KMP). The individuals identified below as KMP are the same as reported in the 2017 Remuneration Report, with the inclusion of Mr Cole, appointed as an Executive on 1 July 2017.

Key Management Personnel during 2018

Non‐Executive Directors
Tim NetscherKerry GleesonDavid Moroney	Independent Non‐Executive ChairmanIndependent Non‐Executive DirectorIndependent Non‐Executive Director
Executives
Robert (Bob) Vassie	Managing Director & Chief ExecutiveOfficer
Garth Campbell‐CowanRowan Cole	Chief Financial OfficerCompany Secretary

2. 2018 Remuneration Summary

The Group's operational and financial performance for the 2018 financial year is reflected in the STI1 outcomes awarded to Executives.

The Group's continued transformation over the last three years is clearly demonstrated by a corresponding total shareholder return of 890%, which is significantly greater than the return of its comparator companies and the ASX Gold Index for the same period. During this time, the Group's market capitalisation increased from $283 million to $2.5 billion, and the closing share price increased from $0.57 at 30 June 2015 to $4.83 at 30 June 2018.

The Board considers that the Executive remuneration structure in place during this period has been appropriate and aligned with increasing shareholder wealth, and that Executives have justifiably earned the at‐risk incentives awarded this year.

2.1 Key remuneration outcomes for the 2018 financial year

STI1 Outcomes (Section 7.1) The STI outcome for each of the Executives was 84% of the maximum potential STI based on an assessment of Group and individual measures. This reflects the Group's continued operating and financial outperformance during 2018 and the achievement of the strategic and growth objectives. LTI2 Outcomes (Section 7.2) 100% of the 3 year LTI performance rights assessed at 30 June 2018 vested. This is consistent with the operational and strategic turnaround during the corresponding 3 year period to 30 June 2018 which resulted in total shareholder returns of 890%, well above the return of any of its comparator companies and the ASX Gold Index for the same period. Executive Remuneration (Section 9) As advised in the 2017 Remuneration Report, fixed remuneration for the MD & CEO increased by 10% effective 1 July 2017 following a review of relevant resource industry market remuneration. This was necessary to maintain commensurate pay with the market, noting that the market capitalisation of the Company had increased over 20 times (at the time of the increase) in the three years since the MD & CEO was appointed in 2014, and over 40 times by the end of 2018. Fixed remuneration of the Chief Financial Officer increased by 2.5%. NED Remuneration (section 8) Following a review of comparable resource industry remuneration levels for Non‐Executive Directors, aggregate Non‐Executive Director (NED) fees increased by 10% from 2017 to 2018, noting that the aggregate 2018 NED fee was 33% less than aggregate 2014 NED fee, following a significant reduction in individual NED fees in 2014 and a subsequent reduction in the number of NEDs.

1 Short term incentive

2 Long term incentive

2.2 Changes in the Executive remuneration framework during the
2018 financial year

STI Composition	As advised in the 2017 Remuneration Report
(section 5.2)	last year, the mix of Group and Individual STI
	targets changed weighting from 70% Group
	targets and 30% Individual targets in 2017, to
	80% Group targets and 20% Individual targets
	in 2018.

			2.3 Changes to Executive remuneration for the 2019 financial year
--	--	--	---------------------------------------------------------------------	--	--	--	--

LTI	LTI performance rights issued after 30
	November 2017 will not be retested following
(section 5.3)	the three‐year measurement period. Any
	rights that do not vest at the end of the three‐
	year measurement period will lapse.

Executive fixed remuneration (section 5.5) Following a review of various resource industry market remuneration data from a number of sources, for the 2019 financial year the Board has approved a 3% increase in total fixed remuneration (TFR) for the MD & CEO, and a 3.5% increase for the CFO.

The Board has approved a 10% increase in TFR for the Company Secretary to better align his salary with relevant market remuneration data, and recognise the broad nature of the role that also encompasses head of investor relations, legal, risk and insurance.

2.4 Changes to Non‐Executive Director Remuneration for the 2019 financial year

Non‐Executive Directors fees (section 8) Following a review of comparable resource industry remuneration levels for Non‐ Executive Directors, for the 2019 Financial Year, the Board resolved to increase the Chairman's fee and base Non‐Executive Directors fee by 5% and to increase the fees paid for committee roles from $20,000 to $25,000 for a committee chair and from $10,000 to $15,000 for a committee member. Anticipated aggregate NED fees for 2019 remain 1.5% below aggregate NED fees for 2015.

The Board actively monitors market practices and recommendations from industry participants on remuneration structure and disclosure, and may amend the remuneration framework accordingly at any time. The Board needs to ensure that the remuneration framework attracts, retains and encourages high performance by its key employees, whilst remaining aligned with shareholder experience.

3. Executive Remuneration Strategy

The Group's Executive remuneration strategy is designed to attract, reward and retain high calibre, high performing, and team orientated individuals capable of delivering the Group strategy. The remuneration strategy and related employment policies and practices are aligned with the Group strategy.

The objectives of the remuneration strategy for the 2018 financial year were to ensure that:

total remuneration for Executives and each level of the workforce was market competitive;
key employees were retained;
total remuneration for Executives and managers comprised an appropriate proportion of fixed remuneration and performance‐linked at‐risk remuneration;
performance‐linked at‐risk remuneration encouraged and rewarded high performance aligned with value creation for shareholders, through an appropriate mix of short and long term incentives;
the integrity of the remuneration review processes delivered fair and equitable outcomes.

The Group's remuneration strategy and practices are influenced by the Australian gold mining industry and the peer companies with which it competes for talent.

The gold price is the primary determinant of the share price of gold companies, including St Barbara. The gold price is volatile, as illustrated by the chart below. The ASX all ordinaries gold index (ASX:XGD) was approximately 3 times more volatile (measured by standard deviation) than the ASX 200 (ASX:XJO) over the previous 5 years.

The nature of the industry and the share price volatility has resulted in certain key features of the Group's performance‐linked at‐risk remuneration, in the form of the annual short term incentive (STI) and the long term incentive (LTI) which measures performance over three financial years.

Executive remuneration outcomes are aligned with shareholder experience, as the STI and LTI link personal remuneration outcomes with the achievement of targets which drive Group performance and shareholder return. The mix of fixed and at‐risk remuneration varies according to the role of each Executive, with the highest level of at‐ risk remuneration applied to those roles that have the greatest potential to influence and deliver Group outcomes and drive shareholder return.

The criteria used to assess the STI include production, costs and safety ‐ key elements that are within management's control and underpin the overall financial result of the Group. The Board is aware of a trend in some larger ASX companies to partially defer payment of STI to subsequent years as share rights, notionally to more closely align the STI with a company's share price performance. The Board has determined no deferral of STI is appropriate as deferral of STI is extremely rare amongst the resources companies with which St Barbara competes for talent, and is considered to be a disincentive to current and prospective employees. In addition, the corresponding LTI is closely aligned with the Company's share price performance, and also provides a significant retention incentive.

The LTI aligns Executive remuneration with shareholder experience. The vesting conditions for the LTI comprise two measures, relative total shareholder return (RTSR), and return on capital employed (ROCE) in excess of thresholds above the weighted average cost of capital.

RTSR was first adopted as an LTI measure at the 2010 Annual General Meeting, with ROCE first adopted at the 2012 Annual General Meeting. These two metrics were selected, and have been retained, as the most appropriate measures to reflect management's influence on shareholder wealth. RTSR eliminates the impact of fluctuations in gold price to illustrate how effective management have been in creating value from the Group's gold assets compared against industry peers. ROCE measures the efficiency with which management uses capital in seeking to increase shareholder value. The LTI performance measures are reviewed annually for their continued relevance and consistency against general market practice and peer company LTI metrics.

Annual Planning Timetable

The remuneration strategy and structure are directly linked to the development of strategies and budgets in the Group's annual planning cycle shown in the timetable below.

Month	Strategy & Reporting	Remuneration
January		Review STI & LTI design framework
February	Half Year Financial Report
March	Annual strategy update
April to June	Budget setting framework	Set remuneration review framework
July		Measure STI outcomes and determine award
August	Annual Financial Report	Measure LTI outcomes (in conjunction with audited financialreport) and action any vested entitlements
		Set STI targets for following financial year
September	Annual Report
October	Annual General Meeting	Shareholder approval of LTI to be issued to MD & CEO

4. Remuneration Governance ‐ Remuneration & Nomination Committee

Remuneration strategy and policies are approved by the Board. They are aligned with, and underpin, the Group strategy. On behalf of the Board, the Remuneration & Nomination Committee (the "Committee" for this section) oversees and reviews the effectiveness of the remuneration strategy, policies and practices to ensure that the interests of the Group, shareholders and employees are taken into account. The charter for the Committee is approved by the Board and is available on the Group's website at www.stbarbara.com.au.

The Committee is responsible for making recommendations to the Board on all aspects of remuneration arrangements for Key Management Personnel.

In addition, the Committee oversees and reviews proposed levels of annual remuneration for the Group as a whole as well as other key employee related policies for the Group. It also receives reports on organisation capability and effectiveness, skills, training and development and succession planning for key roles.

The members of the Committee are all independent, Non‐Executive Directors and as at the date of this report comprised:

K Gleeson Non‐Executive Director

Chair of the Committee since 1 July 2015 Member of the Committee since 18 May 2015

D Moroney	Non‐Executive DirectorMember of the Committee since 16 March 2015
T Netscher	Non‐Executive ChairmanMember of the Committee since 23 February 2015

In forming remuneration recommendations, each year the Committee obtains and considers industry specific independent data and professional advice as appropriate. All reports and professional advice relating to the Managing Director and CEO's remuneration are commissioned and received directly by the Committee.

The Committee did not engage a remuneration consultant in 2018. In accordance with the Committee's charter, where a remuneration consultant is appointed in relation to remuneration of Key Management Personnel, the Committee directly engages the consultant and receives the reports of the consultant.

The Committee has delegated authority to the Managing Director and CEO for approving remuneration recommendations for employees other than Key Management Personnel, within the parameters of approved Group wide remuneration levels and structures.

5. Remuneration Structure

Executive remuneration comprises:

Total fixed remuneration (TFR)
A performance‐linked at‐risk short term incentive (STI)
A performance linked at‐risk long‐term incentive (LTI).

The premise behind the combination of fixed remuneration plus performance‐linked at risk short term and long term incentives is to link the remuneration of Executives to the success of the Group and thereby align the interests of Executives and shareholders.

Incentive remuneration is based on the principle that a significant part of Executives' reward should be related firstly to Group performance, secondly to the performance of the business unit in which the Executive works (if not at Group‐level), and last (and least) to the performance of the Executive as an individual. Incentive remuneration rewards objective results rather than effort, and needs to be aligned with returns experienced by shareholders.

Short‐term incentives aim to reward achievement of Board approved annual plans and budgets. Long‐term incentives aim to reward Executives for delivering growth in shareholder value over the medium to longer term.

The STI and LTI are integral to a competitive total remuneration package in the market, and should not be misinterpreted as 'bonuses' paid on top of the fixed remuneration 'for doing the job'. An Executive not eligible for incentives would not be fulfilling the minimum requirements of their role.

Each of these components is considered in more detail below.

Composition of Executive Remuneration

The mix of fixed and at risk remuneration for Executives for 2018 is as follows:

Figures are rounded to nearest whole percent and may not add.

(1) STI as a % of Fixed Remuneration at 'target' is: Level 6 (CEO) 50%, Level 5 (CFO & Co Sec) 45%. STI at 'maximum' = 2 x 'target'. 'Target' is the mid‐point (50%) of the 'maximum' (100%) STI available for the rated performance of each individual. Less than target performance will result in less than the target allocation, potentially down to zero, and significant outperformance can lead to achieving 'maximum' (100%) of the STI. See Section 7.1 for STI earned in 2018.

(2) LTI as a % of Fixed Remuneration at 'target' is: Level 6 (CEO) 37.5%, Level 5 (CFO & Co Sec) 30%. LTI at 'maximum' = 2 x 'target'.

'Target' is the mid‐point (50%) of the maximum (100%) LTI available. The LTI allocation is fixed at grant, but the proportion of the grant that ultimately vests, if any, is subject to performance measurement under the relevant LTI plan.

See Section 7.2 for LTI vested during 2018.

The relationship between 'target' and 'maximum' remuneration of the CEO for 2018 is as follows:

Figures are rounded to nearest whole percent and may not add.

Payment profile of Executive Remuneration

The timing of payments of Executive remuneration for 2018 is as follows (illustrated using Level 6 (CEO) at target):

Fixed remuneration for 2018 was paid during 2018.

STI performance for 2018 is assessed as part of this report after the end of the 2018 financial year and is paid in the 2019 financial year.

LTI performance for 2018 is assessed after the end of the 3 year performance period (1 July 2017 to 30 June 2020) and, if determined to have vested, the corresponding performance rights vest in 2021.

5.1 Fixed Remuneration = Base salary + superannuation + benefits

Fixed remuneration is paid in cash, superannuation and benefits during the financial year.

The base salary for each Executive is influenced by the nature and responsibilities of the role, the knowledge, skills and experience required for the position, and the Group's need to compete in the market place to attract and retain the right person for the role.

Each Executive undergoes an annual performance appraisal as part of the Group's work performance system, in which individual and Group performance is assessed in detail against their respective pre‐ determined measures. The performance appraisal for the Chief Financial Officer and Company Secretary is assessed by the Managing Director and CEO and reported to the Remuneration & Nomination Committee and subsequently to the Board for review, including recommended remuneration outcomes that flow from that appraisal. The performance appraisal for the Managing Director and CEO is undertaken by the Chairman, reported to the Remuneration & Nomination Committee and subsequently to the Board, for review.

Benefits vary between Executives and include car parking, certain professional memberships and living away from home and travel expenses, plus any associated fringe benefits tax.

In considering remuneration for Executives for the 2018 financial year, the Remuneration & Nomination Committee considered relevant industry trend data and other relevant remuneration information, including Aon Hewitt Gold and General Mining Industries Remuneration Report (Australasia) April 2017, Aon Hewitt CEO Remuneration Report (Australasia) June 2017, GRG KMP Incentives Guide, National Rewards Group HR Practice and Benchmarking Survey Report June 2017, National Rewards Group Senior Executive Survey 2017.

5.2 Performance Linked Remuneration – STI

The STI is linked to specific personal and corporate objectives over the financial year. Performance of the STI objectives is assessed subsequent to the end of the financial year, with the amount determined to be achieved paid in cash or shares.

The Remuneration & Nomination Committee is responsible for recommending to the Board Executive STIs and then later assessing the extent to which the Group STI measures and the individual KPIs of the Executives have been achieved, and the amount to be paid to each Executive. To assist in making this assessment, the Committee receives detailed reports and presentations on the performance of the business from the Managing Director & CEO.

The Board retains overall discretion on whether a STI should be paid in any given year.

As noted earlier in this report, deferral of STI is extremely rare amongst the resources companies with which the Group competes for talent, and is considered to be a disincentive to current and prospective employees. The current weighting between STI and LTI is considered to provide appropriate alignment with long term share price performance and retention of Executives.

The STI is an annual "at risk" component of remuneration for Executives. It is payable based on performance against key performance indicators (KPI) set at the beginning of the financial year.

For each KPI there are defined "threshold", "target" and "stretch" measures which are capable of objective assessment:

Thresholdperformance	represents the minimum level of acceptableperformanceacknowledgingextrinsicrisksassumed in achievement of the full year budget(where the budget is normally more demandingyear on year) for quantifiable measures whichare within the control of STI participants such assafety, production and all‐in sustaining cost (asproxies for profitability and cash generation), aswell as the achievement of near term goalslinked to the annual strategy.
Targetperformance	represents challenging but achievable levels ofperformance beyond achievement of budgetmeasures.

Thresholdperformance

represents the minimum level of acceptableperformanceacknowledgingextrinsicrisksassumed in achievement of the full year budget(where the budget is normally more demandingyear on year) for quantifiable measures whichare within the control of STI participants such assafety, production and all‐in sustaining cost (asproxies for profitability and cash generation), aswell as the achievement of near term goalslinked to the annual strategy.

Targetperformance

represents challenging but achievable levels ofperformance beyond achievement of budgetmeasures.

Directors' Report Remuneration Report (audited)

Stretch	requires significant performance above and
(or maximum)	beyond normal expectations and if achieved is
performance	anticipatedtoresultinasubstantial
	improvementinkeystrategicoutcomes,operational or financial results, and/or thebusiness performance of the Group.

STIs are structured to remunerate Executives for achieving annual Group targets as well as their own individual performance targets designed to favourably impact the business. The proportion of the STI earned is calculated by adding the average result of the Group targets with the average result of an individual's performance targets, where target performance equals one. For the FY18 STI, the results are weighted to 80% Group targets and 20% individual targets. Group and individual targets are established by reference to the Group Strategy. The net amount of any STI after allowing for applicable taxation, is payable in cash.

The Board has absolute discretion to reduce, withhold or cancel any unpaid STI in relation to overpaid incentive remuneration, fraud, defalcation or gross misconduct, or a material misstatement in the Group's financial statements.

The calculation of STI earned can be summarised as follows:

STI earned = STI value at risk x [(80% x average result of Group STI targets) plus (20% x average result of Individual STI targets)], where target performance = 1.

Details of the 2018 financial year STI are set out in Section 7.1 of this report.

5.3 Performance Linked Remuneration – LTI

LTIs are structured to remunerate Executives for the long term performance of the Group relative to its peers. The LTIs involve the granting of rights which only vest upon achievement of performance measures over a three year period. Performance rights on issue carry no dividend or voting rights. On vesting each performance right is convertible into one ordinary share.

As noted earlier, the gold industry is much more volatile than the economy in general. The primary LTI performance measure of relative total shareholder return means that LTI awards will not increase merely due to an increase in gold price, but only on better than average industry performance.

The Board has absolute discretion to reduce, withhold or cancel all tranches of unvested LTI Rights in relation to overpaid incentive remuneration, fraud, defalcation or gross misconduct, or a material misstatement in the Group's financial statements.

Further, the Rights Plan also provides for the recovery of damages from vested Rights in circumstances of fraud, defalcation or gross misconduct."

Vesting conditions of each tranche of performance rights issued are approved by the Board and set out in the relevant Notice of Annual General Meeting. Details of the LTI relevant to the 2018 financial year are set out in Section 7.2 of this report.

5.4 Summaries of service agreements for Executives

Remuneration and other terms of employment for Executives are formalised in service agreements. These agreements provide, where applicable, for the provision of performance related cash payments, other benefits including allowances, and participation in the St Barbara Limited Performance Rights Plan.

All service agreements with Executives comply with the provisions of Part 2 D.2, Division 2 of the Corporations Act.

These service agreements may be terminated early by either party giving the required notice and subject to termination payments detailed in the agreement. Other major provisions of the agreements relating to remuneration are set out below.

R S Vassie – Managing Director and CEO

Term of agreement permanent employee, commenced 1 July 2014.
Other than for serious misconduct or serious breach of duty, the Company or Mr Vassie may terminate employment at any time with 6 months' notice.

G Campbell‐Cowan – Chief Financial Officer

Term of agreement permanent employee, commenced 1 September 2006.
Other than for gross misconduct or for poor performance as judged by the Company in its absolute discretion, the Company may terminate the employment at any time with payment of a termination benefit equal to 8 months' notice. Mr Campbell‐ Cowan may terminate employment at any time with 6 weeks' notice.

R Cole – Company Secretary

Term of agreement permanent employee, commenced 10 October 2010.
Other than for gross misconduct or for poor performance as judged by the Company in its absolute discretion, the Company may terminate the employment at any time with payment of a termination benefit equal to 6 months' notice. Mr Cole may terminate employment at any time with 6 weeks' notice.

5.5 Future Developments in Remuneration

The Group continuously monitors its remuneration structure, practices and disclosure in light of market developments to ensure that collectively they continue to:

attract, reward and retain high performing, team oriented individuals capable of delivering the Group strategy;
encourage and reward individual and team performance aligned with value creation for shareholders;
appropriately inform shareholders of what remuneration is paid and why.

Almost exclusively, the Group competes with Australian gold industry peer companies to attract and retain the individuals necessary to maintain its success. This drives the need to closely monitor and respond to the remuneration practices of its peers, and offer a competitive and comparable remuneration packages. This means the Group's remuneration practices are consistent with the Australian gold mining industry and the peer companies with which it competes for talent, rather than practices that may be used by broader industrial companies.

There are no planned changes to the remuneration structure for Executives at the time of this report.

Following a review of various resource industry market remuneration data from a number of sources, for the 2019 financial year the Board has approved a 3% increase in total fixed remuneration (TFR) for the MD & CEO and a 3.5% increase for the CFO. The Board noted that in the four years since the CEO was appointed on 1 July 2014 the market capitalisation of the Group had increased over 40 times and the Group had outperformed the Gold Index by 31 times.

The Board has approved a 10% increase in TFR for the Company Secretary to better align his salary with relevant market remuneration data, and to recognise the broad nature of the role that also encompasses head of investor relations, legal, risk and insurance. The FY19 total fixed remuneration of the three Executives is between P50 and P75 of the benchmark data, which is consistent with the Company's remuneration strategy of targeting 90% of P75.

6. Relationship between Group Performance and Remuneration ‐ past five years

The Board has regard to the overall performance of the Group over a number of years in assessing and ensuring proper alignment of the performance linked "at risk" remuneration framework to deliver fair and proper outcomes consistent with the Group's performance.

Full details of the Group's operational and financial performance are set out in the Directors' Report immediately preceding the Remuneration Report, and in the Financial Report, immediately following the Remuneration Report. For convenience, a summary of key operating and financial measures is reproduced in the Remuneration Report.

In assessing the Group's performance and shareholder return, consideration is given to the following measures in respect of the current financial year and the previous four financial years.

Earnings	2014$'000	2015$'000	2016$'000	2017$'000	2018$'000
Sales revenue	533,828	552,581	610,115	641,702	679,204
EBITDA1	(331,634)	167,557	298,106	293,302	345,514
Statutory net profit/(loss) after tax	(500,831)	39,682	169,388	157,572	226,998
Underlying net profit/(loss) after tax1	(33,526)	41,964	127,357	160,366	201,892

The table below provides the share price performance of the Group's shares in the current financial year and the previous four financial years.

Share price history	2014	2015	2016	2017	2018
Period end share price ($ per share)	0.115	0.57	2.95	2.91	4.83
Average share price for the year ($ per share)	0.38	0.21	1.56	2.71	3.58

During the 2018 financial year, the Group's daily closing share price ranged between $2.47 to $4.97 per share (2017: $1.77 to $3.69 per share).

The table below provides the percentage of performance linked remuneration awarded to Executives in the current financial year and the previous four financial years.

Performance Linked Remuneration	2014	2015	2016	2017	2018
% of maximum potential STI earned	0%	66%	99%	90%	84%
% of maximum potential LTI earned	0%	0%	67%	100%	100%

Executive Performance Linked Remuneration

1 Non‐IFRS financial measures, refer to page 3.

5 Year Group Performance

Total Recordable Injury Frequency Rate2 measured on a 12 month rolling basis

Underlying net profit after tax is statutory net profit after tax excluding significant items. EBITDA is earnings before interest revenue, finance costs, depreciation and amortisation and income tax expense, and includes revenues and expenses associated with discontinued operations. These are non‐ IFRS financial measures which have not been subject to review or audit by the Group's external auditors. These measures are presented to enable understanding of the underlying performance of the Group.
Total recordable injury frequency rate for each million hours worked on a 12 month rolling basis.

7. Executive Remuneration Outcomes and Remuneration Disclosure

7.1 Performance Linked Remuneration ‐ STI

The STI was assessed for the financial year ended 30 June 2018.

Highlights of the Group's achievements in 2018 include:

Records	Record annual production from continuing operations of 403,089 oz (2017: 381,101 oz)
	Record annual production from the Gwalia mine of 268,428 oz (2017: 265,057 oz)
	Record annual production from the Simberi mine of 134,661 oz (2017: 116,044 oz)
	Record low AISC1 of A$891 per ounce (2017: A$907 per ounce)2
Safety and People	Continued superior safety performance of 2.1 TRIFR3, below the comparable industry rate of safetyperformance4
	WGEA Employer of Choice for Gender Equality for the 4th consecutive award
	
	Winner of the Excellence in Company Diversity Programs and Performance in the Women in Resources
	National Awards
Operations	Outperformed original (and subsequently amended) FY18 market guidance for all published metrics:
	Productionachieved 403 koz, initial guidance 350‐375 koz
	All‐In Sustaining Costachieved A$891/oz, initial guidance A$970/oz –A$1,035/oz
	Capital expenditureachieved A$43 million, initial guidance A$90‐100 million (sustaining and growthcapex)
	Increase underlying net profit after tax and cash flow from operations
Financial	Cash at bank, deposits and restricted cash increased to $344 million (2017: $161 million)
	$0.04 per share fully franked divided in respect of half‐ year announced paid in March 2018
	$0.08 per share fully franked divided in respect of full financial year announced in August 2018
	$100 million Gwalia Expansion Project approved in March 2017 on schedule and within budget for anticipated
Strategy	completion in the December 2020 quarter. The project consists of two main components, a ventilation
	upgrade and paste aggregate fill. At the time, this project extended mining at Gwalia to at least 2,000 mbs in
	FY 2024.
	$100 million Gwalia Mass Extraction (GMX) Pre‐feasibility Study announced in February 2018 supports a
	revised Life of Mine Plan to FY 2031. GMX comprises a new mining method and investment in underground
	grinding, mixing and hydraulic hoisting.
	Simberi Life of Mine plan extended to FY 2021, with mining to continue throughout FY19 and FY20, with low‐
	grade stockpiles accumulated over FY18 to FY20 to be processed in FY21. Drilling continues under Sorowar pit
	seeking to identify further sulphide ore to inform the sulphide project.
	Continued strategic investments in highly prospective explorers Catalyst Metals Ltd (ASX:CYL), Duketon Mining
	Ltd (ASX: DKM), Peel Mining Ltd (ASX:PEX) and Prodigy Gold NL (ASX: PRX)
Ore Reserves and	after year‐end, 2,600 mbs hole (commenced during FY18) at Gwalia intersected mineralisation down to 2,690
Mineral Resources	mbs5

The STI outcome for each of the Executives was 84% (2017: 90%) of the maximum potential STI based on an assessment of Group and individual measures, and reflects the Group's continued operating and financial outperformance during 2018 and the achievement of the strategic and growth objectives.

The table below describes the STIs available to, and achieved by, Executives during the year. Amounts shown as "Actual STI" represent the amounts accrued in relation to the 2018 financial year, based on achievement of the specified performance criteria. No additional amounts vest in future years in respect of the STI plan for the 2018 financial year. The Board has discretion whether to pay the STI in any given year, irrespective of whether Company and individual STI targets have been achieved. The Board also has discretion to pay the STI in cash or shares. The Board did not apply discretion to the calculation of the 2018 STI. The Board last applied discretion to the STI calculation in 2014, when it applied its discretion not to award an STI to Executives due to financial underperformance, even though one of the targets had been achieved at maximum.

1 All‐In Sustaining Cost is a Non‐IFRS financial measure, refer to page 3.

2 AISC for continuing operations.

3 Total Recordable Injury Frequency Rate calculated on a rolling 12 month average.

4 Corresponding LTIFR (lost time injury frequency rate) of 0.5 compares to available gold mining industry average of 2.1 per Department of Mines, Industry Regulation and Safety report titled 'Safety Performance in the Western Australian Mineral Industry' for 2016‐2017 , available at http://www.dmp.wa.gov.au/Documents/Safety/MSH\_Stats\_Reports\_SafetyPerfWA\_2016‐17.pdf .

5 Results of GWDD19 released on 26 July 2018 in Q4 June FY18 Quarterly Report.

Directors' Report Remuneration Report (audited)

2018	Maximum potential STI		Actual STI included inremuneration	% of maximumpotential total STIearned(2)	% of maximumpotential total STIforegone
	Target$	Stretch(1)$	$	%	%
R S Vassie	421,455	842,910	708,045	84%	16%
G Campbell‐Cowan	230,045	460,090	386,476	84%	16%
R Cole	163,800	327,600	275,184	84%	16%

(1) Inclusive of STI "Target".

(2) The total STI % comprises 80% Group STI measures plus 20% Individual STI measures, i.e. 80% x 81% + 20% x 95% = 84%.

The Group's STI measures for the 2018 financial year are key proxies of the primary objective of the Group, being the safe, profitable production of gold. The measures are equally weighted and comprised the following:

STI Measure	Target	Weighting	Result	% of max.achieved
(a) Total RecordableInjury FrequencyRate	7 RecordableInjuries1 andno fatalities	33⅓%	9 Recordable Injuriesrecorded with no fatalities,between threshold (14)and target (7)[corresponding TRIFR of2.1]	43%
(b) Gold production	373,000ounces	33⅓%	403,089 ounces produced,outperformed maximum(388,000 oz)	104%,assessed as100%
(c) All In SustainingCosts	A$972/oz	33⅓%	AISC A$891/oz achieved,outperformed maximum(A$929/oz)	104%,assessed as100%
(d) Board discretion2 n/a		‐	Discretion not applied	‐
Overall Group STI Performance				81%

For 2018, the Board determined to assess the personal component of Executive's STI by their personal contribution to the Company's strategy and growth objectives. All three of the Executives contributed collectively in the execution of the Company's strategy and growth objectives and accordingly the Board considered it appropriate to award each Executive the same STI percentage. Some of the detailed measures and outcomes are commercially sensitive and are described in general terms only.

	Summary of Executive individual STI performance assessed by Board	% ofmaximumachieved
	Development and release of 'stronger for longer' five‐year strategy
	Rigorous, structured evaluation of multiple inorganic growth opportunities worldwide as described in the 'growthpipeline' published during the year, resulting in strategic investments in highly prospective explorers Catalyst Metals Ltd(ASX:CYL), Duketon Mining Ltd (ASX: DKM), Peel Mining Ltd (ASX:PEX) and Prodigy Gold NL (ASX: PRX)
	$100 million Gwalia Expansion Project approved in March 2017 on schedule and within budget at June 2018 foranticipated completion in the December 2020 quarter, extends mining at Gwalia to at least 2,000 mbs in FY 2024
	$100 million Gwalia Mass Extraction (GMX) Pre‐feasibility Study announced in February 2018 supports a revised Life ofMine Plan to FY 2031	95%
	Gwalia prospectivity continued with successful deep drilling which intersected mineralisation at 2,690 mbs shortly afteryear end3 and potential seismic targets
	Simberi Life of Mine plan extended to FY 2021
	Drilling continues under Sorowar pit seeking to identify further oxide and sulphide ore to inform the sulphide project
	Independently measured success in advancing values‐based organisational culture and employee engagement

1 Recordable Injury (RI) includes fatalities, lost time injuries, medical treatment injuries. It does not include first aid injury.

2 Discretionary factor determined by the Board, designed to take into account unexpected events and achievements during the year.

3 Results of GWDD19 released on 26 July 2018 in Q4 June FY18 Quarterly Report.

7.2 Performance Linked Remuneration – LTI outcomes

The three year performance period for the FY16 Performance Rights ended on 30 June 2018.

The last three years continued to be transformational period for the Group, with outstanding performance in share price growth, return on capital employed and total shareholder returns of 890%. Market capitalisation increased from $282 million to $2.5 billion over the three year period and the closing share price increased from $0.57 at 30 June 2015 to $4.83 at 30 June 2018.

Consistent with the performance of the Group over the last three years, and an assessment against the performance measures, 100% of the rights held by Executives under the FY16 LTI that matured on 30 June 2018 were assessed to have vested.

Selected highlights of the Group's performance during the 3 year performance period from 1 July 2015 to 30 June 2018 are set out below:

		30 June 20151	30 June 2018	Change	Change (%)
Share price (10 day VWAP)	$	$0.57	$4.83	+$4.26	+747% increase(890% TSR incdividends)
Net profit/(loss) after tax (underlying)	$M	$42M	$202M	+$160M	+381%
(Net debt)/Cash and deposits	$M	($270M)	$343M	+$613M	100% reduction ofdebt
Dividend declared for financial year	cents	Nil	$0.122	+$0.12	commenced 2017
Safety	TRIFR1	5.0	2.1	‐2.9	58% improvement

Additional key highlights of the Group's achievements during the three year FY16 Performance Rights vesting period (from 1 July 2015 to 30 June 2018) include:

Sustained increased production from the Gwalia mine
Year on year record production from the Simberi mine
Gwalia extension project approved, extended life of mine to 2024
Gwalia mass extraction project pre‐feasibility study announced, further extended life of mine to 2031
Deep drilling intersected the Gwalia mine sequence at 2600 metres below surface
Simberi strategic review concluded, option and farm‐in agreement established with Newcrest
Winner of Digger of the year award (2017)
Total of $0.18 per share dividends paid and announced since reintroduced in August 2017
Early repayment of A$374 million debt in 2015 followed by subsequent accumulation of $344 million cash, deposits and restricted cash at 30 June 2018
Divestment of the closed King of the Hills mine in Western Australia in FY16
Finalise divestment of the suspended Gold Ridge Project in the Solomon Islands in FY16

1 30 June 2015 figures used to illustrate 'starting' balances for the 3 year LTI performance period from 1 July 2015 to 30 June 2018 (e.g. from the corresponding Notice of 2015 Annual General Meeting, total shareholder return for the period is calculated from 'the 10 day VWAP calculation up to, and including, the last business day of the financial period immediately preceding the period that the performance rights relate to'.

2 Dividend announced 22 August 2018 in respect of the full 2018 financial year.

Calculation of the number of FY16 Performance Rights vested in 2018

1,967,092 (100%) of the 1,967,092 FY16 Performance Rights available to Executives vested at 30 June 2018. No FY16 Performance Rights lapsed at 30 June 2018. The Performance Rights vested represent 0.4% of total shares on issue at 30 June 2018, and 0.4% of the increase in market capitalisation over the corresponding three year measurement period. The FY16 rights were issued in December 2015 at a 10 day VWAP price calculated under the Rights Plan Rules and Notice of 2015 Annual General Meeting of $0.5092 each.

				Proportion of rights to vest
		The FY16 Performance Rights were assessed as follows:	Min(50%)	Max(100%)
(a)		RTSR
	Weighting:	67%
	Actual score:	highest recorded TSR of comparator
		group of 890% (100th percentile)
		(details below)
	Calculation:	100% (for achieving above the 75th
		percentile)
(b)		ROCE
	Weighting:	33%
	Actual ROCE:	50.7% (details below)
	Calculation:	100% (for achieving above upper
		threshold of WACC 6.0% +7.0% = 13.0%
(c)	Combined score
		(100% x 67%)
		+ (100% x 33%)
		= 100%

RTSR Calculation for FY16 Performance Rights

Relative TSR Performance	Percentage of Performance Rights to vest	Result
Below 50th percentile	0%	St Barbara achieved a TSR of 890% for theperiod, and ranked at the 100th percentile of
50th percentile	50%	the comparator group of companies for the
Between 50th & 75th percentiles	Pro‐rata from 50% to 100%	period, above the 75th percentile upperthreshold.
75th percentile and above	100%	As a result, 100% of the Performance Rightslinked to RTSR vested.

Chart of TSR results for comparator companies (table below) Chart of ROCE (calculated on the next page)

The comparator group of companies for FY16 Performance Rights comprised:

Alacer Gold Corp. (ASX: AQG)	1Kingsrose Mining Limited (ASX: KRM)	Regis Resources Limited (ASX: RRL)
Beadell Resources Limited (ASX: BDR)	Medusa Mining Limited (ASX: MML)	Resolute Mining Limited (ASX: RSG)
Evolution Mining Limited (ASX: EVN)	Northern Star Resources Ltd (ASX: NST)	Saracen Mineral Holdings Limited (ASX: SAR)
Focus Minerals Ltd (ASX: FML)	OceanaGold Corporation (ASX: OGC)	Silver Lake Resources Limited (ASX: SLR)
Gryphon Minerals Limited (ASX: GRY)2	Oz Minerals (ASX: OZL)	Tanami Gold NL (ASX: TAM)
Intrepid Mines Limited (ASX: IAU)	Perseus Mining Limited (ASX: PRU)	Troy Resources Limited (ASX: TRY)
Kingsgate Consolidated Limited (ASX: KCN)	Ramelius Resources Limited (ASX: RMS)

ROCE Calculation for FY16 Performance Rights

The result of the ROCE component over the three year vesting period commencing 1 July 2015 and ending on 30 June 2018 was:

ROCE	Percentage of Performance Rights	Result
	to vest
Less than or equal to the average annual WACC		St Barbara achieved a ROCE for the period of
over the three year period commencing on 1 July		50.7% (see calculation below), which is above
2015	0%	the upper threshold of WACC for the period
WACC (calculated as above) + 3%	50%	of 6.0% +7.0% = 13.0%.
WACC (calculated as above) + between 3% and 7%	Pro‐rata from 50% to 100%	As a result, 100% of the Performance Rights
WACC (calculated as above) + 7%	100%	linked to ROCE vested

1 Kingsrose Mining Limited went into trading halt on 12 December 2016, was suspended from trading on 13 December 2016, and appointed a voluntary administrator on 28 December 2016. The RTSR assessment incorporates a pro rata calculation of Kingsrose TSR to the last day of trade, 9 December 2016.

2 Gryphon Minerals Limited was acquired by Teranga Gold Corporation (TSX: TGZ, ASX: TGZ) under a scheme of arrangement and was suspended from quotation at close of trade on 29 September 2016 and subsequently delisted from the ASX on 13 October 2016. The RTSR assessment incorporates a pro rata calculation comprising Gryphon TSR to the last day of trade, 29 September 2016, and the arithmetic average of the remaining comparator companies (excluding Kingsrose) for the remainder of the vesting period.

Directors' Report Remuneration Report (audited)

ROCE is calculated as EBIT before significant items expressed as a percentage of average total capital employed (net debt and total equity)1.

Measure	20162	2017	2018
EBIT (excluding significant items)	204,585	234,992	258,238

EBIT (discontinued operations) 3	_____ ‐	_____ ‐	_____ ‐
EBIT (sum of above)	204,585	234,992	258,238
Capital employed – opening balance
Total equity	140,429	300,614	461,127
Net debt4	270,090	89,629	_____ ‐
Capital employed – opening balance	410,519	390,243	461,127
Capital employed– closing balance
Total equity	300,614	461,127	665,870
Net debt6	89,629	‐	_____ ‐
Capital employed– closing balance	390,243	461,127	665,870
Capital employed – average for period	400,381	425,685	563,499
ROCE (EBIT ÷ average total capital employed) for year	51.1%	55.2%	45.8%
ROCE average of the 3 years in the vesting period	25.6%	45.2%	50.7%
WACC average of the 3 years in the vesting period	13.9%	7.6%	6.0%

WACC is calculated using the widely available formula of (relative weight of equity x required rate of return) + (relative weight of debt x cost of debt)5. In this instance, WACC is calculated on a pre‐tax basis to match the pre‐tax nature of EBIT. The full calculation of WACC is not disclosed as it is considered to be commercial in confidence, however, the primary variables include:

reported balance sheet figures for debt and equity.
government 10 year bond rate as proxy for risk free premium.
ASX All Ordinaries Index as proxy for market portfolio and to determine relative volatility.

On this basis, average WACC of the 3 years commencing 1 July 2015 and ending on 30 June 2018 is 6.0% (2017: 7.6%). The reason for the reduction in WACC is primarily due to the lower proportion of debt in FY17 and FY18.

7.3 Rights Vested and On Issue

Grant year /tranche name	Description	PerformanceConditions & Weighting		PerformancePeriod	Status
FY16 Performance Rights	Granted as LTI remuneration in2016 and disclosed in the2016 Remuneration Report	RTSRROCE	67%33%	1 July 2015to 30 June 2018	Assessed as at 30 June 2018and reported below
FY17 Performance Rights	Granted as LTI remuneration in2017 and disclosed in the2017 Remuneration Report	RTSRROCE	67%33%	1 July 2016to 30 June 2019	To be assessed andreported in the2019 Remuneration Report
FY18 Performance Rights	Granted as LTI remuneration in2018 and disclosed in the2018 Remuneration Report	RTSRROCE	67%33%	1 July 2017to 30 June 2020	To be assessed andreported in the2020 Remuneration Report

7.3(a) There are three LTI tranches relevant to the 2018 financial year, which are summarised below:

1 ROCE is not an IFRS measure and is calculated in the table above.

2 2016 calculation as reported in 2016 Remuneration Report.

3 EBIT for discontinued operations calculated as profit or loss on discontinued operations before tax excluding impairments.

4 Net debt comprises cash and cash equivalents, interest bearing borrowings – current and interest bearing borrowings – non‐current. The minimum net debt figure applied to the calculation is nil (i.e. where the Company is in a net cash position).

5 WACC is not an IFRS measure. The above parameters can be used to calculate WACC using commonly available formula.

The three LTI tranches are illustrated on a timeline below:

Financial year

	FY16	FY17	FY18	FY19	FY20
FY16 Performance Rights	Issued in FY16	3 yr vesting period	Tested June 2018
FY17 Performance Rights		Issued in FY17	3 yr vesting period	To be tested June 2019
			Issued in FY18	3 yr vesting period	To be tested June 2020
FY18 Performance Rights

7.3(b) Summary of rights on issue

The number of rights over ordinary shares in the Company held directly, indirectly or beneficially during the financial year by each Executive, including their related parties, and the number of rights that vested, are set out below:

2018	Grant year/ tranchename	Grant Date	Price onissue date	Held at1 July 2017	Granted ascompen‐sationduring the	Vestedduring theyear 1	Forfeitedduring theyear	Held at30 June2018 2	Financialyear inwhich grantmay vest3
					year
R S Vassie	FY16	10 Dec 15	$0.51	1,104,674	‐	1,104,674	‐	‐	2018
	FY17	12 Dec 16	$2.92	196,708	‐	‐	‐	196,708	2019
	FY18	30 Nov 17	$2.89	‐	218,748 4	‐	‐	218,748	2020
G Campbell‐Cowan	FY16	10 Dec 15	$0.51	575,291	‐	575,291	‐	‐	2018
	FY17	21 Oct 16	$2.92	102,392	‐	‐	‐	102,392	2019
	FY18	16 Nov 17	$2.89	‐	106,133	‐	‐	106,133	2020
R Cole	FY16	10 Dec 15	$0.51	287,127	‐	287,127	‐	‐	2018
	FY17	21 Oct 16	$2.92	51,621	‐	‐	‐	51,621	2019
	FY18	16 Nov 17	$2.89	‐	75,570	‐	‐	75,570	2020

7.3(c) Rights granted in 2018

Details on rights over ordinary shares in the Company that were granted as remuneration to each Executive in the 2018 financial year are as follows:

2018	Grant year /trancheidentifier	Grant date	Number ofperformancerights grantedduring 2018	Issue price perperformanceright	Expiry date	Fair value perperformanceright at grantdate($ per share)5
R S Vassie	FY18	30 Nov 2017	218,7486	$2.89	30 Jun 2020	$3.13
G Campbell‐Cowan	FY18	16 Nov 2017	106,133	$2.89	30 Jun 2020	$3.13
R Cole	FY18	16 Nov 2017	75,570	$2.89	30 Jun 2020	$3.13

1 These rights were determined by the Board on 22 August 2018 to have vested as at 30 June 2018 and are pending issue as shares as at the date of this report.

2 The vesting of rights held at 30 June 2018 is subject to future performance conditions.

3 If FY17 rights do not vest at 2019, they may be retested at 2020 and 2021. If FY18 rights do not vest at 2020 respectively, they may be retested at 2021 and 2020.

4 Approved by shareholders at the Annual General Meeting held on 29 November 2017.

5 For accounting purposes, the estimated fair value of performance rights at grant date was determined using a Black‐Scholes valuation to which a Monte Carlo simulation was applied to determine the probability of the market conditions associated with the rights being met. Fair values at grant date are based on the prevailing market price on the date the performance right is granted. The assessed fair value at the grant date of performance rights is allocated equally over the period from grant date to vesting date. This methodology complied with the requirements of Australian Accounting standard AASB 2 Share‐based Payments.

6 Approved by shareholders at the Annual General Meeting held on 29 November 2017.

ST BARBARA LIMITED 2018

Directors' Report Remuneration Report (audited)

7.3(d) Details of FY17 Performance Rights granted during 2017

FY17 Performance Rights were granted under the St Barbara Limited Rights Plan (2015), and details of the performance conditions were set out in the Notice of 2016 Annual General Meeting. Performance rights issued to Mr Vassie, Managing Director and CEO, were also approved by shareholders at the 2016 Annual General Meeting.

Key Features of FY17 Performance Rights

Performanceconditions	RelativeTotalShareholderReturns(67%weighting);
	Return on capital employed in excess of the

	weightedaveragecostofcapital(33%
	weighting).
Other	Continuing employment

conditions
Issue price	10 day VWAP at start, 30 June 2016, $2.92
Measurement	1 July 2016 to 30 June 2019
period

Vesting date	30 June 2019

(i) RTSR

RTSR is measured against a defined peer group of companies which the Board considers compete with the Company for the same investment capital, both in Australia and overseas, and which by the nature of their business are influenced by commodity prices and other external factors similar to those that impact on the TSR performance of the Company. At the discretion of the Board, the composition of the comparator group may change from time to time.

The comparator group of companies for FY17 Performance Rights comprises:

Alacer Gold Corp	OceanaGold Corporation
(ASX: AQG)	(ASX: OGC)
Beadell Resources Limited	Perseus Mining Limited
(ASX: BDR)	(ASX: PRU)
Evolution Mining Limited	Ramelius Resources Limited
(ASX: EVN)	(ASX: RMS)
Focus Minerals Ltd	Regis Resources Limited
(ASX: FML)	(ASX: RRL)
Gryphon Minerals Limited	Resolute Mining Limited
(ASX: GRY)	(ASX: RSG)
Intrepid Mines Limited	Saracen Mineral Holdings
(ASX: IAU)	Limited (ASX: SAR)
Kingsgate Consolidated	Silver Lake Resources Limited
Limited (ASX: KCN)	(ASX: SLR)
Kingsrose Mining Limited	Tanami Gold NL
(ASX: KRM)	(ASX: TAM)
Medusa Mining Limited	Troy Resources Limited
(ASX: MNL)	(ASX: TRY)
Northern Star Resources	Oz Minerals Limited
Ltd (ASX: NST)	(ASX: OZL)

The proportion of the FY17 Performance Rights that vest will be influenced by the Company's TSR relative to the comparator group over the three year vesting period commencing 1 July 2016 and ending 30 June 2019 as outlined below:

Relative TSR Performance	% Contribution to theNumber ofPerformance Rights to Vest
Below 50th percentile	0%
50th percentile	50%
Between 50th & 75th percentiles	Pro‐rata from 50% to 100%
75th percentile and above	100%

(ii) ROCE

The proportion of FY17 Performance Rights that vest will be influenced by the ROCE achieved by the Company over the three year vesting period commencing 1 July 2016 and ending 30 June 2019.

Return on Capital Employed(ROCE)	% Contribution to theNumber ofPerformance Rights toVest
Less than or equal to the averageannual weighted average cost ofcapital (WACC) over the three yearperiod commencing on 1 July 2016	0%
WACC (calculated as above) + 3%	50%
WACC (calculated as above) +between 3% and 7%	Pro‐rata from 50% to100%
WACC (calculated as above) + 7%	100%

The outcome of FY17 Performance Rights will be reported in the 2019 Remuneration Report. If the FY17 Performance Rights do not vest at all at 30 June 2019, they may be eligible for retesting at 30 June 2020 and again at 30 June 2021.

Directors' Report Remuneration Report (audited)

7.3(e) Details of FY18 Performance Rights granted during 2018 FY18 Performance Rights were granted under the St Barbara Limited Rights Plan (2015), and details of the performance conditions were set out in the Notice of 2017 Annual General Meeting. Performance rights issued to Mr Vassie, Managing Director and CEO, were also approved by shareholders at the 2017 Annual General Meeting.

Key Features of FY18 Performance Rights

Performanceconditions	RelativeTotalShareholderReturns(67%weighting);
	Return on capital employed in excess of the

	weightedaveragecostofcapital(33%
	weighting).
Other	Continuing employment
conditions

Issue price	10 day VWAP at start, 30 June 2017, $2.89
Measurement	1 July 2017 to 30 June 2020
period
Vesting date	30 June 2020

(iii) RTSR

The comparator group of companies for FY18 Performance Rights comprises:

Alacer Gold Corp	Perseus Mining Limited
(ASX: AQG)	(ASX: PRU)
Beadell Resources Limited	Ramelius Resources Limited
(ASX: BDR)	(ASX: RMS)
Evolution Mining Limited	Regis Resources Limited
(ASX: EVN)	(ASX: RRL)
Focus Minerals Ltd	Resolute Mining Limited
(ASX: FML)	(ASX: RSG)
Intrepid Mines Limited	Saracen Mineral Holdings
(ASX: IAU)	Limited (ASX: SAR)
Kingsgate Consolidated	Silver Lake Resources Limited
Limited (ASX: KCN)	(ASX: SLR)
Medusa Mining Limited	Tanami Gold NL
(ASX: MNL)	(ASX: TAM)
Northern Star Resources	Troy Resources Limited
Ltd (ASX: NST)	(ASX: TRY)
OceanaGold Corporation	Oz Minerals Limited
(ASX: OGC)	(ASX: OZL)

The proportion of the FY18 Performance Rights that vest will be influenced by the Company's TSR relative to the comparator group over the three year vesting period commencing 1 July 2017 and ending 30 June 2020 as outlined below:

Relative TSR Performance	% Contribution to theNumber ofPerformance Rights to Vest
Below 50th percentile	0%
50th percentile	50%
Between 50th & 75th percentiles	Pro‐rata from 50% to 100%
75th percentile and above	100%

(iv) ROCE

The proportion of FY18 Performance Rights that vest will be influenced by the ROCE achieved by the Company over the three year vesting period commencing 1 July 2017 and ending 30 June 2020.

Return on Capital Employed(ROCE)	% Contribution to theNumber ofPerformance Rights toVest
Less than or equal to the averageannual weighted average cost ofcapital (WACC) over the three yearperiod commencing on 1 July 2017	0%
WACC (calculated as above) + 3%	50%
WACC (calculated as above) +between 3% and 7%	Pro‐rata from 50% to100%
WACC (calculated as above) + 7%	100%

The outcome of FY18 Performance Rights will be reported in the 2020 Remuneration Report. If the FY18 Performance Rights do not vest at all at 30 June 2020, they may be eligible for retesting at 30 June 2021 and again at 30 June 2022.

8. Non‐Executive Director Remuneration

Non‐Executive Directors' fees are reviewed annually by the Board to ensure fees are appropriate to reflect the responsibilities and time commitments required of Non‐Executive Directors and is consistent with the market to ensure that the Group continues to attract and retain Non‐Executive Directors of a high calibre.

The level of fees paid to Non‐Executive Directors is set by the Board, within the aggregate pool approved by shareholders (which is $1,200,000 per annum in aggregate, approved by shareholders at the Annual General Meeting in November 2012) and reported to shareholders in this report each year.

Separate fees are paid for the following roles:

Chair of the Board (this fee is inclusive of all Board Committee commitments)
Member of the Board
Chair of a Board Committee
Member of a Board Committee

In order to maintain their independence and impartiality, the fees paid to Non‐Executive Directors are not linked to the performance of the Group.

Superannuation contributions, in accordance with legislation, are included as part of each Director's total remuneration. Directors may elect to increase the proportion of their remuneration taken as superannuation subject to legislative limits. Non‐Executive Directors are not entitled to retirement benefits, bonuses or equity based incentives.

The Chairman's fee was determined independently, based on roles and responsibilities in the external market for companies comparable with St Barbara Limited. The Chairman was not present at any discussions relating to the determination of his own remuneration.

The aggregate Non‐Executive Directors' fees for 2018, and the estimated aggregate Non‐Executive Directors' fees for 2019, are well within the shareholder approved aggregate of $1,200,000 per annum.

During the year the Remuneration & Nomination Committee conducted a review of comparable resource industry remuneration levels for non‐executive directors necessary to attract and retain quality candidates. The review considered information from multiple sources, including Aon Hewitt Non‐Executive Directors Remuneration Report for the Resources Industry January 2018, AON Non‐Executive Director Benchmarking Report May 2018, McGuirk 2018 Australian Board Remuneration Survey, and direct assessment of similar ASX listed mid‐cap gold companies from the St Barbara LTI comparator group. The Board has sought to position fees between the 50th and 75th Percentile of the comparable market remuneration levels, and subsequently resolved to increase Non‐Executive Directors fees for 2019 as set out in the table below.

Directors' Report	Remuneration Report (audited)

	July 2012	March 2014	2017	2018	2019
	to Feb 2014	to June 2016
Director fee	$100,000	90,000	92,000	101,200	106,260
Committee Chair	$17,500	15,750	16,000	20,000	25,000
Committee Member	$8,500	7,650	10,000	10,000	15,000
Chairman1	$248,800	223,200	228,000	250,800	263,340
	2015	2016	2017	2018	2019
Annual aggregate fees	$594,945	465,800	484,000	533,200	est. 585,860 2
no. of directors	4 FTE 3	4	4	4	4
Shareholder approved annual aggregate fees4	$1,200,000	1,200,000	1,200,000	1,200,000	1,200,000

The Directors in office and the composition of Board Committees at the date of this report are:

Director	Appointed	Length of service5	Board	Audit & RiskCommittee	Health, Safety,Environment &CommunityCommittee	Remuneration &NominationCommittee
T C Netscher	17 Feb 20146	4 years	Chairman	Member	Chair	Member
R S Vassie	1 Jul 2014	4 years	MD & CEO	‐	‐	‐
D E J Moroney	16 Mar 2015	3 years	Director	Chair	Member	Member
K J Gleeson	18 May 2015	3 years	Director	Member	Member	Chair

In 2018 the Board appointed a world‐wide executive search firm to identify an additional Non‐Executive Director to complement the skills and experience of the existing Directors and which would increase the number of Directors on the Board from four to five. This process was continuing at the date of this report.

1 The Chairman's fee is inclusive of all Board Committee commitments.

2 Aggregate fees for 2019 is estimated on the number of Directors and composition of Board Committees at the date of this report.

3 Full time equivalent 4 non‐executive directors for the financial year (comprised 3 NEDs for full year, plus 3 NEDs resigned or appointed during the financial

year with aggregate term of 12 months).

4 Approved by shareholders at the Annual General Meeting in November 2012.

5 Whole years to 30 June 2018.

6 Appointed as Director 17 February 2014, appointed as Chairman 1 July 2015.

9. Remuneration Disclosure

Details of the remuneration of Key Management Personnel of the Group during the year ended 30 June 2018 and the previous corresponding year are set out in the following tables:

2018		Short‐term benefits		Post‐		Long‐term benefits
				employmentbenefits
			Non‐						Proportion of
	Cash	STI	monetary	Super‐		Share‐based	Termination		total
Name	salary & fees$	payment$	benefits1$	annuation$	Leave2$	payments3$	payments$	Total$	performancerelated4
Non‐Executive Directors
T C Netscher (Chairman)	230,751	‐	‐	20,049	‐	‐	‐	250,800	n/a
K J Gleeson	128,950	‐	‐	12,250	‐	‐	‐	141,200	n/a
D E J Moroney	128,950	‐	‐	12,250	‐	‐	‐	141,200	n/a
Total Non‐Executive Directors	488,651	‐	‐	44,549	‐	‐	‐	533,200	n/a
Executive Director
R S Vassie	822,862	708,045	56,735	20,049	153,7095	577,924	‐	2,339,324	55%
Executives
G Campbell‐Cowan	491,163	386,476	5,251	20,049	44,727	312,721	‐	1,260,387	55%
R Cole6	343,951	275,184	6,978	20,049	37,610	169,449		853,221	52%
Total Executives	1,657,976	1,369,705	68,964	60,147	236,046	1,060,094	‐	4,452,932	55%

1 Non‐monetary benefits for Executives comprise car parking, professional memberships and, for Mr Vassie, living away from home travel expenses including associated fringe benefits tax.

2 Leave includes long service leave and annual leave entitlements.

3 The value of performance rights disclosed as remuneration is the portion of the fair value of the performance rights recognised in the reporting period in accordance with the Corporations Act 2001 and relevant Australian Accounting Standards. This value may not always reflect what an executive has received in the reporting period.

4 Calculated as 'STI payment' plus 'Share‐based payments' divided by 'Total' remuneration.

5 Leave includes $90,412 for long service leave entitlement which is calculated in accordance with AASB 119 "Employee Benefits".

6 Mr Cole appointed as an executive 1 July 2017.

2017		Short‐term benefits		Post‐		Long‐term benefits
				employmentbenefits
			Non‐						Proportion of
	Cash	STI	monetary	Super‐		Share‐based	Termination		total
Name	salary & fees	payment	benefits(1	annuation	Leave2	payments3	payments	Total	performance
	$	$	$	$	$	$	$	$	related4
Non‐Executive Directors
T C Netscher (Chairman)	208,384	‐	‐	19,616	‐	‐	‐	228,000	n/a
K J Gleeson	116,895	‐	‐	11,105	‐	‐	‐	128,000	n/a
D E J Moroney	116,895	‐	‐	11,105	‐	‐	‐	128,000	n/a
Total Non‐Executive Directors	442,174	‐	‐	41,826	‐	‐	‐	484,000	n/a
Executive Director
R S Vassie	746,234	689,265	56,548	19,616	68,083	495,822	‐	2,075,568	57%

Executives
G Campbell‐Cowan	478,694	399,146	6,303	19,616	41,571	285,183	‐	1,230,513	56%
Total Executives	1,224,928	1,088,411	62,851	39,232	109,654	781,005	‐	3,306,081	57%

1 Non‐monetary benefits for Executives comprise car parking, professional memberships and, for Mr Vassie, living away from home travel expenses including associated fringe benefits tax.

2 Leave includes long service leave and annual leave entitlements.

4 Calculated as 'STI payment' plus 'Share‐based payments' divided by 'Total' remuneration.

10. Additional Statutory Information

Key Management Personnel Shareholdings

The numbers of shares in the Company held directly, indirectly or beneficially during the year by each Key Management Personnel, including their related parties, are set out below. There were no shares granted during the year as compensation.

Name	Balance atthe start ofthe year	Issued uponexercised ofemployeerights	Purchased	Sold	DividendReinvestmentPlan	Otherchanges	Balance atthe end ofthe year
Non‐Executive Directors
T C Netscher	22,000	‐	‐	‐	697	‐	22,697
D E J Moroney	100,000	‐	‐	‐	3,173	‐	103,173
K J Gleeson	8,333	‐	‐	‐	264	‐	8,597
Executive Director
R S Vassie	1,769,053	4,062,500	‐	(4,062,500)	‐	‐	1,769,053 1
Executives
G Campbell‐Cowan	415,117	2,438,525	‐	(2,838,642)	149	‐	15,149 2
R Cole	10,000	1,181,250	‐	(1,150,000)	1,309	‐	42,559 3

Shareholding guidelines for Non‐Executive Directors and Executives

The Group encourages Non‐Executive Directors, Executives and employees to own shares (subject to the Group's Securities Dealing Policy), however, the Group is not licenced or authorised to provide individuals with financial product advice under the Corporations Act.

The Group does not specify target volumes for such shareholdings, as it does not know the personal preferences and objectives, financial situation or risk profile of individuals. The Group acknowledges that gold mining equities would normally only comprise a small proportion of an individual's balanced investment portfolio, and that gold mining equities are generally considered to be volatile and counter‐cyclical to economic cycles. The Group has not identified any of its key peers with which it competes for talent to have shareholding guidelines.

Loans to Directors and Executives

There were no loans to Directors or Executives during the financial year 2018.

END OF REMUNERATION REPORT

1 In addition, 1,104,674 employee rights were determined by the Board on 22 August 2018 to have vested as at 30 June 2018 and are pending issue as shares as at the date of this report.

2 In addition, 575,291 employee rights were determined by the Board on 22 August 2018 to have vested as at 30 June 2018 and are pending issue as shares as at the date of this report.

3 In addition, 287,127 employee rights were determined by the Board on 22 August 2018 to have vested as at 30 June 2018 and are pending issue as shares as at the date of this report.

Indemnification and insurance of officers

The Company's Constitution provides that, to the extent permitted by law, the Company must indemnify any person who is, or has been, an officer of the Company against any liability incurred by that person including any liability incurred as an officer of the Company or a subsidiary of the Company and legal costs incurred by that person in defending an action.

The Constitution further provides that the Company may enter into an agreement with any person who is, or has been, an officer of the Company or a subsidiary of the Company to indemnify the person against such liabilities.

The Company has entered into Deeds of Access, Indemnity and Insurance with current and former officers. The Deeds address the matters set out in the Constitution. Pursuant to those deeds, the Company has paid a premium in respect of a contract insuring current and former officers of the Company and current and former officers of its controlled entities against liability for costs and expenses incurred by them in defending civil or criminal proceedings involving them as such officers, with some exceptions where the liability relates to conduct involving lack of good faith.

During the year the Company paid an insurance premium for Directors' and Officers' Liability and Statutory Liability policies. The contract of insurance prohibits disclosure of the amount of the premium and the nature of the liabilities insured under the policy.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

Environmental management

St Barbara regards compliance with environmental legislation, regulations and regulatory instruments as the minimum performance standard for its operations. The Group's operations in Western Australia are subject to environmental regulation under both Commonwealth and State legislation. In Papua New Guinea, the Group ensures compliance with the relevant National and Provincial legislation and where appropriate standards or legislation are not available, the Group reverts to the standard of environmental performance as stipulated in the Western Australian legislation.

A Group‐wide Environmental Management System (EMS) has been implemented to facilitate the effective and responsible management of environmental issues to the same high standard across all sites in both Australia and Papua New Guinea. Adoption of the EMS at all operations has contributed to further reductions in the number of minor environmental incidents, and an improvement in internal compliance rates for environmental audits and inspections. There were no externally reportable environmental incidents during the year ended 30 June 2018 at any of the Group's Australian and Pacific sites.

Non‐audit services

During the year the Company did employ the auditor to provide services in addition to their statutory audit duties. Details of the amounts paid or payable to the auditor, PricewaterhouseCoopers, for non‐audit services provided during the 2018 financial year are set out in Note 20 to the financial statements.

The Board of Directors has considered the position and, in accordance with the advice received from the Audit & Risk Committee, is satisfied that the provision of non‐audit services during the year as set out in Note 20 did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

All non‐audit services were reviewed by the Audit & Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor; and
The Audit & Risk Committee annually informs the Board of the detail, nature and amount of any non‐audit services rendered by PricewaterhouseCoopers during the financial year, giving an explanation of why the provision of these services is compatible with auditor independence. If applicable, the Audit & Risk Committee recommends that the Board take appropriate action in response to the Audit & Risk Committee's report to satisfy itself of the independence of PricewaterhouseCoopers.

Auditor independence

A copy of the Auditor's Independence Declaration required under section 307C of the Corporations Act 2001 is set out on page 39 and forms part of this Directors' Report.

Events occurring after the end of the financial year

Subsequent to year end, the directors have declared a fully franked final dividend of 8 cents per ordinary share to be paid on the 26 September 2018. A provision for this dividend has not been recognised in the 30 June 2018 financial statements.

Rounding of amounts

St Barbara Limited is a Company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors' Report) Instrument 2016/191 issued by the Australian Securities and Investment Commission (ASIC). As a result, amounts in this Directors' Report and the accompanying Financial Report have been rounded to the nearest thousand dollars, except where otherwise indicated.

This report is made in accordance with a resolution of Directors.

For and on behalf of the Board

Dated at Melbourne this 22nd day of August 2018.

Bob Vassie Managing Director and CEO

Auditor's Independence Declaration

As lead auditor for the audit of St Barbara Limited for the year ended 30 June 2018, I declare that to the best of my knowledge and belief, there have been:

(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of St Barbara Limited and the entities it controlled during the period.

John O'Donoghue Melbourne Partner PricewaterhouseCoopers

22 August 2018

PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

Financial Report

Financial Statements	Page
About this report	40
Comprehensive income statement	41
Balance sheet	42
Statement of changes in equity	43
Cash flow statement	44

Notes to the financial statements
A. Key results
1 Segment information	45
2 Tax	47
3 Significant items	49
4 Earnings per share	49
5 Dividends	50
B. Mining operations
6 Property, plant and equipment	51
7 Deferred mining costs	52
8 Mine properties and mineral rights	53
9 Exploration and evaluation	55
10 Rehabilitation provision	56

C. Capital and risk
11 Working capital	57
12 Financial risk management	58
13 Net debt	62
14 Contributed equity	63

D. Business Portfolio
15 Parent entity disclosures	64
16 Financial assets and fair value of financial assets	64
17 Controlled entities	64
E. Remunerating our people
18 Employee benefit expenses and provisions	65
19 Share‐based payments	66

F. Other disclosures
20 Remuneration of auditors	67
21 Events occurring after the balance sheet date	67
22 Contingencies	67

23 Basis of preparation 68 24 Accounting standards 69

Signed reports Directors' declaration 70 Independent auditor's report 71

About this report

St Barbara Limited (the "Company" or "Parent Entity") is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange. The consolidated financial statements of the Company as at and for the year ended 30 June 2018 comprise the Company and its subsidiaries (together referred to as the "Group"). The Group is a for‐profit entity primarily involved in mining and sale of gold, mineral exploration and development.

The financial report is a general‐purpose financial report, which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Where required by accounting standards comparative figures have been adjusted to conform to changes in presentation in the current year. The consolidated financial report of the Group complies with International Financial Reporting Standards (IFRSs) and interpretations issued by the International Accounting Standards Board.

The consolidated financial statements have been presented in Australian dollars and all values are rounded to the nearest thousand dollars ($000) as specified in the ASIC Corporation Instrument 2016/191 unless otherwise stated.

The Board of Directors approved the financial statements on 22 August 2018.

What's in this report

St Barbara's Directors have included information in this report that they deem to be material and relevant to the understanding of the financial statements and the Group.

A disclosure has been considered material and relevant where:

the dollar amount is significant in size (quantitative);
the dollar amount is significant in nature (qualitative);
the Group's result cannot be understood without the specific disclosure; and
it relates to an aspect of the Group's operations that is important to its future performance.

Accounting policies and critical accounting judgements and estimates applied to the preparation of the financial statements are presented where the related accounting balance or financial statement matter is discussed. To assist in identifying critical accounting judgements and estimates, we have highlighted them in the following manner:

Accounting judgements and estimates

Comprehensive income statement

for the year ended 30 June 2018

			CONSOLIDATED
		2018	2017
	Notes	$'000	$'000
Operations
Revenue	1	679,204	641,702
Mine operating costs	1	(275,695)	(267,244)
Gross profit		403,509	374,458

Interest revenue		5,283	1,948
Other income		2,053	86
Exploration expensed		(9,149)	(10,647)
Corporate costs		(23,840)	(20,977)
Royalties	1	(23,015)	(21,774)
Depreciation and amortisation	6	(87,276)	(85,583)
Other expenses		(4,244)	(3,608)
Impairment losses and asset write‐downs		‐	(27,273)
Operating profit		263,321	206,630

Finance costs	13	(918)	(19,961)
Net foreign exchange gain		200	3,037
Profit before income tax		262,603	189,706
Income tax expense	2	(35,605)	(32,134)
Net profit after tax		226,998	157,572

Profit attributable to equity holders of the Company		226,998	157,572
Other comprehensive income
Items that may be reclassified subsequently to profit:
Changes in fair value of available for sale financial assets		12,602	(8)
Income tax on other comprehensive income		(3,731)	‐
Foreign currency translation differences ‐ foreign operations		6,215	904
Other comprehensive profit net of tax(1)		15,086	896
Total comprehensive income attributable to equity holders of the Company		242,084	158,468

Earnings per share
Basic earnings per share (cents per share)	4	44.26	31.71
Diluted earnings per share (cents per share)	4	43.73	30.42

(1) Other comprehensive income comprises items of income and expense that are recognised directly in reserves or equity. These items are not recognised in the consolidated income statement in accordance with the requirements of the relevant accounting standards. Total comprehensive income comprises the result for the year adjusted for the other comprehensive income.

The above income statement should be read in conjunction with the notes to the financial statements.

Balance sheet

as at 30 June 2018

			CONSOLIDATED
		2018	2017
	Notes	$'000	$'000
Assets
Current assets
Cash and cash equivalents	13	226,443	160,909
Deposits held to maturity	13	116,200	‐
Trade and other receivables	11	11,615	9,270
Inventories	11	64,549	55,340
Deferred mining costs	7	1,974	5,608
Total current assets		420,781	231,127

Non‐current assets
Property, plant and equipment	6	112,161	126,493
Financial assets	16	37,872	4,569
Deferred mining costs	7	7,058	9,253
Mine properties	8	175,352	159,859
Exploration and evaluation	9	28,182	35,411
Mineral rights	8	3,891	7,560
Deferred tax assets	2	35,847	29,399
Total non‐current assets		400,363	372,544
Total assets		821,144	603,671

Liabilities
Current liabilities
Trade and other payables	11	39,878	36,480
Interest bearing liabilities	13	39	507
Rehabilitation provision	10	610	488
Other provisions	18	17,853	12,154
Current tax liability	2	39,982	29,692
Total current liabilities		98,362	79,321

Non‐current liabilities
Interest bearing liabilities	13	‐	40
Rehabilitation provision	10	29,094	27,750
Deferred tax liabilities	2	25,943	31,221
Other provisions	18	1,875	4,212
Total non‐current liabilities		56,912	63,223
Total liabilities		155,274	142,544
Net Assets		665,870	461,127

Equity
Contributed equity	14	898,430	887,254
Reserves		(37,753)	(55,736)
Accumulated losses		(194,807)	(370,391)
Total equity		665,870	461,127

The above balance sheet should be read in conjunction with notes to the financial statements.

Statement of changes in equity

for the year ended 30 June 2018

		CONSOLIDATED
		ContributedForeignOtherAccumulatedTotal
		Equity	Currency	Reserves	Losses	$'000
		$'000	Translation	$'000	$'000
			Reserve
	Note		$'000
Balance at 1 July 2016		887,216	(59,577)	938	(527,963)	300,614
Transactions with owners of the Company recognised directly
in equity:
Share‐based payments expense	19	38	‐	2,007	‐	2,045
Total comprehensive income for the year
Profit attributable to equity holders of the Company		‐	‐	‐	157,572	157,572
Other comprehensive gain/(loss)		‐	904	(8)	‐	896
Balance at 30 June 2017		887,254	(58,673)	2,937	(370,391)	461,127

Transactions with owners of the Company recognised directly
in equity:
Share‐based payments expense	19	‐	‐	3,636	‐	3,636
Performance rights issued		739		(739)		‐
Dividends paid		‐	‐	‐	(40,977)	(40,977)
Dividends reinvested		10,437	‐	‐	(10,437)	‐
Total comprehensive income for the year
Profit attributable to equity holders of the Company		‐	‐	‐	226,998	226,998
Other comprehensive gain		‐	6,215	8,871	‐	15,086
Balance at 30 June 2018		898,430	(52,458)	14,705	(194,807)	665,870

The above statement of changes in equity should be read in conjunction with notes to the financial statements.

Cash flow statement

for the year ended 30 June 2018

		Consolidated
		2018	2017
	Notes	$'000	$'000
Cash Flows From Operating Activities:
Receipts from customers (inclusive of GST)		681,146	640,354
Payments to suppliers and employees (inclusive of GST)		(322,074)	(309,097)
Payments for exploration and evaluation		(9,149)	(10,647)
Interest received		5,283	1,948
Interest paid		‐	(11,304)
Finance charges – finance leases		(15)	(11)
Borrowing costs paid		(50)	(8,017)
Income tax payments		(39,462)	‐
Net cash inflow from operating activities	13	315,679	303,226

Cash Flows From Investing Activities:
Movement in deposits held to maturity	13	(116,200)	‐
Proceeds from deferred settlement relating to sale of asset		‐	2,700
Payments for property, plant and equipment		(12,043)	(9,796)
Payments for development of mining properties		(59,134)	(32,036)
Payments for exploration and evaluation		(5,020)	(9,436)
Investments in shares		(20,591)	(4,540)
Net cash outflow used in investing activities		(212,988)	(53,108)
Cash Flows From Financing Activities:
Movement in restricted cash		(1,400)	118
Premium funding repayments		‐	(2,209)
Dividend payments		(40,977)	‐
US senior secured notes repayments		‐	(225,409)
Principal repayments ‐ finance leases		(466)	(946)
Net cash outflow used in financing activities		(42,843)	(228,446)

Net increase in cash and cash equivalents		59,848	21,672
Cash and cash equivalents at the beginning of the year		160,909	136,689
Net movement in foreign exchange rates		5,686	2,548
Cash and cash equivalents at the end of the year	13	226,443	160,909

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing or financing activities, which are recoverable from, or payable to, the taxation authority are classified as part of operating cash flows.

The above cash flow statement should be read in conjunction notes to the financial statements.

A. Key results

1 Segment information

	Leonora		Simberi		Total segment
	2018	2017	2018	2017	2018	2017
	$'000	$'000	$'000	$'000	$'000	$'000
Gold revenue	460,765	441,394	217,418	199,319	678,183	640,713
Silver revenue	499	553	522	436	1,021	989
Total Revenue	461,264	441,947	217,940	199,755	679,204	641,702
Mine operating costs	(157,979)	(143,107)	(117,716)	(124,137)	(275,695)	(267,244)
Gross profit	303,285	298,840	100,224	75,618	403,509	374,458

Royalties (1)	(18,123)	(17,303)	(4,892)	(4,471)	(23,015)	(21,774)
Impairment losses and asset write downs	‐	‐	‐	(27,273)	‐	(27,273)
Depreciation and amortisation	(65,734)	(61,903)	(17,516)	(19,838)	(83,250)	(81,741)
Segment profit before income tax	219,428	219,634	77,816	24,036	297,244	243,670
Capital expenditure
Sustaining	(33,829)	(30,206)	(4,081)	(3,711)	(37,910)	(33,917)
Growth(3)	(5,020)	(9,402)	(336)	‐	(5,356)	(9,402)
Gwalia Extension Project	(31,773)	(7,861)	‐	‐	(31,773)	(7,861)
Total capital expenditure	(70,622)	(47,469)	(4,417)	(3,711)	(75,039)	(51,180)

Segment assets(2)	300,171	304,904	128,420	123,963	428,591	428,867
Segment non‐current assets(2)	279,969	279,276	79,558	86,148	359,527	365,424
Segment liabilities(2)	31,714	26,130	27,924	29,775	59,638	55,905

(1) Royalties include state and government royalties and corporate royalties.

(2) Represents the reportable segment balances after impairment and asset write down charges.

(3) Growth capital at Gwalia represents deep drilling expenditure and Simberi Sulphide drilling as part of exploration.

The Group has two operational business units: Leonora Operations and Simberi Operations. The operational business units are managed separately due to their separate geographic regions.

A reportable segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. The operating results (including production, cost per ounce and capital expenditure) of all reportable segments are regularly reviewed by the Group's Executive Leadership Team ("ELT") to make decisions about resources to be allocated to the segment and assess performance.

Performance is measured based on segment profit before income tax, as this is deemed to be the most relevant in assessing performance, after taking into account factors such as cost per ounce of production.

Segment capital expenditure represents the total cost incurred during the year for mine development and acquisitions of property, plant and equipment.

Sales revenue

Revenue from the sale of gold and silver in the course of ordinary activities is measured at the fair value of the consideration received or receivable. The Group recognises revenue when the significant risks and rewards of ownership have been transferred to the buyer, the amount of revenue can be reliably measured and the associated costs can be estimated reliably, and it is probable that future economic benefits will flow to the Group.

Royalties

Royalties are payable on gold sales revenue, based on gold ounces produced and sold, and are therefore recognised as the sale occurs.

Major Customers

Major customers to whom the Group provides goods that are more than 10% of external revenue are as follows:

	Revenue			% of external
				revenue
	2018	2017	2018	2017
	$'000	$'000	%	%
Customer A	164,477	217,305	24.3	33.9
Customer B	247,110	250,736	36.4	39.2
Customer C	‐	106,774	‐	16.7
Customer D	216,576	‐	31.9	‐

1 Segment information (continued)

	Consolidated
Operations	2018$'000	2017$'000
Total profit for reportable segments	297,244	243,670
Other income and revenue	7,336	2,034
Exploration expensed	(9,149)	(10,647)
Unallocated depreciation andamortisation	(4,026)	(3,842)
Finance costs	(918)	(19,961)
Corporate costs	(23,840)	(20,977)
Net foreign exchange gain	200	3,037
Other expenses	(4,244)	(3,608)
Consolidated profit before income tax	262,603	189,706

Assets
Total assets for reportable segments	428,591	428,867
Cash and cash equivalents	226,318	160,106
Deposits held to maturity	116,200	‐
Trade and other receivables (current)	9,199	7,578
Financial assets	37,872	4,569
Property, plant & equipment	2,964	2,551
Consolidated total assets	821,144	603,671

Liabilities Total liabilities for reportable segments 59,638 55,905 Trade and other payables 17,984 14,542 Interest bearing liabilities (current) 11 436 Provisions (current) 10,296 9,125 Interest bearing liabilities (non‐current) ‐ 11 Provisions (non‐current) 1,420 1,612 Current tax liability 39,982 29,692 Deferred tax liabilities 25,943 31,221 Consolidated total liabilities 155,274 142,544

Segment results that are reported to the ELT include items directly attributable to a segment and those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets and related depreciation, exploration expense, revenue, finance costs and corporate costs.

2 Tax

Income tax expense

	Consolidated
	20182017
	$'000	$'000
Current tax expense	56,494	47,424
Under/(over) provision in respect of the	158	(2,474)
prior year
Deferred income tax benefit	(21,047)	(12,816)
Total income tax expense	35,605	32,134

Numerical reconciliation of income tax expense to prima facie tax payable

	2018	2017
	$'000	$'000
Profit before income tax	262,603	189,706
Tax at the Australian tax rate of 30%	78,781	56,912
Tax effect of amounts not deductible/
(taxable) in calculating taxable income:
Equity settled share based payments	(16,861)	613
Sundry items	(415)	281
Recognition of previously unbooked
deferred tax assets in PNG	(25,106)	(26,775)
Permanent differences on taxable income	‐	(361)
Research and development incentive	(415)	(580)
Use of tax losses not previously recognised	‐	(3,341)
Interest expense previously treated as non
deductible	‐	(2,289)
Permanent differences arising from foreign
exchange within the tax consolidated
group	(379)	(2,804)
Provision for R&D tax credits previously
recognised	‐	10,478
Income tax expense	35,605	32,134

Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in the income statement, except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable profit for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Tax exposure

In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Tax consolidation

Entities in the tax consolidated group at 30 June 2018 included: St Barbara Ltd (head entity), Allied Gold Mining Ltd, Allied Gold Pty Ltd, and Allied Gold Finance Pty Ltd. Current and deferred tax amounts are allocated using the "separate taxpayer within group" method.

A tax sharing and funding agreement has been established between the entities in the tax consolidated group. The Company recognises deferred tax assets arising from the unused tax losses of the tax consolidated group to the extent that it is probable that future taxable profits of the tax consolidated group will be available against which the asset can be utilised.

Current tax liability

As at 30 June 2018 the Company recognised a current tax liability of $39,982,000 (2017: $29,692,000).

Accounting judgements and estimates

A tax credit of $25,106,000 (2017: $26,775,000) has been booked relating to previously unrecognised PNG deferred tax assets. This amount has been booked based on the current life of mine plan for the Simberi operation

2 Tax (continued)

Deferred tax balances

	Consolidated
	2018	2017
	$'000	$'000
Deferred tax assets
Tax losses	9,001	‐
Provisions and accruals	49,902	41,699
Property, plant and equipment	133,341	113,384
Other	119	630
Total	192,363	155,713
Tax effect @ 30%	57,709	46,714

Deferred tax liabilities
Accrued income	272	255
Mine properties – exploration	42,168	38,595
Mine properties – development	23,494	57,131
Consumables	58,797	46,033
Capitalised convertible notes costs	2,554	3,347
Unrealised foreign exchange gains	19,631	16,426
Investment at fair value	12,434	‐
Total	159,350	161,787
Tax effect @ 30%	47,805	48,536
Net deferred tax balance	9,904	(1,822)

Comprising:
Australia – net deferred tax liabilities	(25,943)	(31,221)
PNG – net deferred tax assets	35,847	29,399


Deferred tax assets have not been
recognised in respect of the
following items:
Tax losses – PNG Operations	16,745	53,079
Property, plant and equipment – PNG	‐	48,159
Operations
Total	16,745	101,238
Tax effect @ 30%	5,024	30,371

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
Temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and
Taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Accounting judgements and estimates

At each reporting date, the Group performs a review of the probable future taxable profit in each jurisdiction. The assessments are based on the latest life of mine plans relevant to each jurisdiction and the application of appropriate economic assumptions such as gold price and operating costs. Any resulting recognition of deferred tax assets is categorised by type (e.g. tax losses or temporary differences) and recognised based on which would be utilised first according to that particular jurisdiction's legislation.

At 30 June 2018 tax losses not recognised amounted to $5,024,000 (tax effected) relating to entities associated with Simberi operations in PNG and Australia. These tax losses have not been recognised as it is not deemed probable at the reporting date that future taxable profits will be available against which they can be utilised. Deferred tax balances recognised are based on taxable profit forecasts from current life of mine models.

3 Significant items

Significant items are those items where their nature or amount is considered material to the financial report. Such items included within the consolidated results for the year are detailed below.

Consolidated
2018	2017
$'000	$'000

‐	(27,273)
‐	(27,273)

	8,182
	26,775
‐	(10,478)
	(2,794)
	‐25,10625,106

(1) PNG deferred tax asset recognised

Prior to 30 June 2016, there had been no deferred tax asset recognised in relation to the PNG jurisdiction, as it had been previously determined that it was not probable that the Simberi operation would generate future taxable profits. At 30 June 2017, following the successful completion of the turnaround in performance of the Simberi operation, a net deferred tax asset was recognised of $26,775,000. At 30 June 2018 a further $25,106,000 was recognised as a deferred tax asset based on the further extension of the current life of mine plan.

4 Earnings per share

	Consolidated
	2018	2017
	Cents	Cents
Basic earnings per share	44.26	31.71
Diluted earnings per share	43.73	30.42

Reconciliation of earnings used in calculating earnings per share

	Consolidated
	2018	2017
	$'000	$'000
Basic and diluted earnings per share:
Profit after tax for the year from
operations	226,998	157,572

Weighted average number of shares

	Consolidated
	2018	2017
	Number	Number
Weighted average number of ordinaryshares used in calculating basic earnings
per share	512,835,786	496,990,112

Weighted average number of ordinaryshares and potential ordinary sharesused in calculating diluted earnings per
share	519,098,931	517,994,473

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the reporting period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Performance rights

Performance rights granted to employees under the St Barbara Performance Rights Plan are considered to be potential ordinary shares and are included in the determination of diluted earnings per share to the extent to which they are dilutive. The rights are not included in the determination of basic earnings per share.

Weighted average of number of shares

The calculation of the weighted average number of shares is based on the number of ordinary shares and performance shares during the period, including the number of treasury shares held in trust.

Treasury shares are issued shares held by the Company in trust for employee performance rights.

5 Dividends

	Consolidated
	2018	2017
	$'000	$'000
Declared and paid during the year on
ordinary shares (fully‐franked at 30 per cent)
2018 interim dividend: 4 cents (2017: $Nil)	20,617	‐
2017 final dividend: 6 cents (2016: $Nil)	30,797	‐
Total dividends paid	51,414	‐

Dividends paid in cash or satisfied by the issue
of shares under the dividend reinvestment
plan during the year were as follows:
Paid in cash	40,977	‐
DRP – satisfied by issue of shares	10,437	‐
Total dividends paid	51,414	‐
Proposed and not recognised as a liability
(fully‐franked at 30 per cent)
2018 final dividend: 8 cents (2017: 6 cents)	41,641	‐

Franking credit balance
Franking credits available for future years at 30
per cent adjusted for the payment of income
tax and dividends received or payable	18,427	‐
Impact on the franking account of dividends
proposed before the financial report was
issued but not recognised as a distribution to
equity holders during the year	(17,846)	‐

Dividend Reinvestment Plan

The Company's Dividend Reinvestment Plan (DRP) continues to be available to eligible shareholders, whereby holders of ordinary shares may elect to have all or parts of their dividend entitlements satisfied by the issue of new ordinary shares instead of receiving cash.

DRP shares in relation to the 2017 final dividend were issued at a 2% discount to the 5 day volume weighted average price.

DRP shares in relation to the 2018 interim dividend were issued at a 1.5% discount to the 5 day volume weighted average price.

Final Dividend

Subsequent to the 30 June 2018 full year report date, the Directors recommended the payment of a final dividend of 8 cents per fully paid ordinary share fully franked. The aggregate amount of the proposed dividend is expected to be paid on 26 September 2018 out of retained earnings at 30 June 2018, and has not been recognised as a liability at the end of the year.

B. Mining operations

6 Property, plant and equipment

	Consolidated
	2018	2017
	$'000	$'000
Land and buildings
At the beginning of the year	13,078	17,864
Additions	559	746
Depreciation (average 3‐15 years)	(2,013)	(4,899)
Disposals	‐	(507)
Effectsofmovementinforeign
exchange rates	100	(126)
At the end of the year	11,724	13,078

Plant and equipment
At the beginning of the year	113,415	144,584
Additions	11,647	9,557
Disposals	(163)	(342)
Depreciation (average 3‐10 years)	(25,704)	(20,180)
Asset impairment and write downs	‐	(19,750)
Effectsofmovementinforeign
exchange rates	1,242	(454)
At the end of the year	100,437	113,415
Total	112,161	126,493

Security

As at 30 June 2018, plant and equipment with a carrying value of $39,000 (2017: $547,000) was pledged as security for finance leases. In accordance with the security arranges of the gold forward contracts are secured by the assets of St Barbara Limited; the security does not include the assets of the Simberi operations

Reconciliation of depreciation and amortisation to income statement

	Consolidated
	2018	2017
	$'000	$'000
Depreciation
Land and buildings	(2,013)	(4,899)
Plant and equipment	(25,704)	(20,180)

Amortisation
Mine properties	(55,890)	(52,061)
Mineral rights	(3,669)	(8,443)
Total	(87,276)	(85,583)

Capital commitments

	Consolidated
	2018	2017
	$'000	$'000
Purchase orders raised for contracted
capital expenditure	27,053	5,316

Buildings, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation of assets is calculated using the straight line method to allocate the cost or revalued amounts, net of residual values, over their estimated useful lives.

Where the carrying value of an asset is less than its estimated residual value, no depreciation is charged. Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount, if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement when realised.

7 Deferred mining costs

	Consolidated
	20182017
	$'000	$'000
Current
Deferred operating mine development	1,974	5,608

Non‐current
Deferred operating mine development	7,058	9,253

Certain mining costs, principally those that relate to the stripping of waste in open pit operations and operating development in underground mines, which provide access so that future economically recoverable ore can be mined, are deferred in the balance sheet as deferred mining costs.

Underground operations

In underground operations mining occurs progressively on a level‐ by‐level basis. Underground mining costs in the period are deferred based on the metres developed for a particular level. Previously deferred underground mining costs are amortised to the income statement based on the recoverable ounces produced over the life of mine recoverable ounces. Deferred costs are released to the income statement as ounces are produced from the related mining levels.

Open pit operations

Overburden and other mine waste materials are often removed during the initial development of a mine site in order to access the mineral deposit and deferred. This activity is referred to as deferred stripping.

Removal of waste material normally continues throughout the life of an open pit mine. This activity is referred to as production stripping.

The Group has no deferred waste costs associated with open pit operations at 30 June 2018 (2017: $Nil).

Accounting judgements and estimates

The Group applies the units of production method for amortisation of underground operating development. The amortisation rates are determined on a level‐by‐level basis. In underground operations an estimate is made of the life of level average underground mining cost per recoverable ounce to expense underground costs in the income statement. Underground mining costs in the period are deferred based on the metres developed for a particular level.

8 Mine properties and mineral rights

	Consolidated
	2018	2017
Mine properties	$'000	$'000
At beginning of the year	159,859	179,884
Direct expenditure	59,134	32,036
Transfer from exploration	12,249	‐
Amortisation for the year	(55,890)	(52,061)
At end of the year	175,352	159,859

Mine properties

Mine development expenditure represents the acquisition cost and/or accumulated exploration, evaluation and development expenditure in respect of areas of interest in which mining has commenced.

When further development expenditure is incurred in respect of a mine, after the commencement of production, such expenditure is carried forward as part of the mine development only when substantial future economic benefits are established, otherwise such expenditure is classified as part of production and expensed as incurred.

Mine development costs are deferred until commercial production commences, at which time they are amortised on a unit‐of‐ production basis over mineable reserves. The calculation of amortisation takes into account future costs which will be incurred to develop all the mineable reserves. Changes to mineable reserves are applied from the beginning of the reporting period and the amortisation charge is adjusted prospectively from the beginning of the period.

Accounting judgements and estimates

The Group applies the units of production method for amortisation of its life of mine specific assets, which results in an amortisation charge proportional to the depletion of the anticipated remaining life of mine production. These calculations require the use of estimates and assumptions in relation to reserves, metallurgy and the complexity of future capital development requirements; changes to these estimates and assumptions will impact the amortisation charge in the income statement and asset carrying values.

	Consolidated
	2018	2017
Mineral rights	$'000	$'000
At the beginning of the year	7,560	19,785
Amortisation	(3,669)	(8,443)
Impairment losses and write downs	‐	(3,782)
At the end of the year	3,891	7,560

Mineral rights

Mineral rights comprise identifiable exploration and evaluation assets, mineral resources and ore reserves, which are acquired as part of a business combination or a joint venture acquisition, and are recognised at fair value at the date of acquisition. Mineral rights are attributable to specific areas of interest and are amortised when commercial production commences on a unit of production basis over the estimated economic reserves of the mine to which the rights relate.

The Group's mineral rights are associated with the Simberi operations and PNG interests.

8. Mine properties and mineral rights (continued)

Impairment of assets

All asset values are reviewed at each reporting date to determine whether there is objective evidence that there have been events or changes in circumstances that indicate that the carrying value may not be recoverable. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made. An impairment loss is recognised for the amount by which the carrying amount of an asset or a cash generating unit ('CGU') exceeds the recoverable amount. Impairment losses are recognised in the income statement.

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular assets that may lead to impairment.

The identified CGUs of the Group are: Leonora and Simberi. The carrying value of the Leonora and Simberi CGUs are assessed using fair value less costs of disposal ('Fair Value') to calculate the recoverable amount.

Fair Value is determined as the net present value of the estimated future cash flows. Future cash flows are based on life‐of‐mine plans using market based commodity price and exchange rate assumptions for both Australian Dollar (AUD) and United States Dollar (USD) gold price, estimated quantities of ore reserves, operating costs and future capital expenditure. Costs to dispose have been estimated by management.

Accounting judgements and estimates‐ Impairment

Significant judgements and assumptions are required in making estimates of Fair Value. The CGU valuations are subject to variability in key assumptions including, but not limited to: long‐term gold prices, currency exchange rates, discount rates, production, operating costs and future capital expenditure. An adverse change in one or more of the assumptions used to estimate Fair Value could result in a reduction in a CGU's recoverable value. This could lead to the recognition of impairment losses in the future. The inter‐ relationship of the significant accounting assumptions upon which estimated future cash flows are based, however, are such that it is impractical to disclose the extent of the possible effects of a change in a key assumption in isolation.

At 30 June 2018, the Group determined that there were no indicators of impairment for either the Leonora or Simberi cash operating units due to strong spot and forward gold prices at 30 June 2018 and increases in mine life at both operations.

Ore Reserves

The Group determines and reports Ore Reserves under the 2012 edition of the Australian Code for Reporting of Mineral Resources and Ore Reserves, known as the JORC Code. The JORC Code requires the use of reasonable investment assumptions to calculate reserves. Due to the fact that economic assumptions used to estimate reserves change from period to period, and geological data is generated during the course of operations, estimates of reserves may change from period to period.

Accounting judgements and estimates– Ore Reserves

Reserves are estimates of the amount of gold product that can be economically extracted from the Group's properties. In order to calculate reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, future capital requirements, short and long term commodity prices and exchange rates.

Estimating the quantity and/or grade of reserves requires the size, shape and depth of ore bodies to be determined by analysing geological data. This process may require complex and difficult geological judgements and calculations to interpret the data.

Changes in reported reserves may affect the Group's financial results and financial position in a number of ways, including:

Asset carrying values may be impacted due to changes in estimated future cash flows.
The recognition of deferred tax assets.
Depreciation and amortisation charged in the income statement may change where such charges are calculated using the units of production basis.
Underground capital development deferred in the balance sheet or charged in the income statement may change due to a revision in the development amortisation rates.
Decommissioning, site restoration and environmental provisions may change where changes in estimated reserves affect expectations about the timing or cost of these activities.

9 Exploration and evaluation

	Consolidated
	2018	2017
Non‐current	$'000	$'000
At beginning of the year	35,411	25,975
Additions	5,020	9,436
Transfer to mine properties	(12,249)	‐
Disposals	‐	‐
At end of the year	28,182	35,411

Commitments for exploration

	Consolidated
	2018$'000	2017$'000
In order to maintain rights of tenure tomining tenements for the next financialyear, the Group is committed to tenementrentalsandminimumexplorationexpenditure in terms of the requirementsof the relevant state government miningdepartments in Western Australia. Thisrequirement will continue for future yearswiththeamountdependentupon
tenement holdings.	5,358	4,779

All exploration and evaluation expenditure incurred up to establishment of resources is expensed as incurred. From the point in time when reserves are established, or where there is a reasonable expectation for reserves, exploration and evaluation expenditure is capitalised and carried forward in the financial statements, in respect of areas of interest for which the rights of tenure are current and where such costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale. Capitalised costs are deferred until commercial production commences from the relevant area of interest, at which time they are amortised on a unit of production basis.

Exploration and evaluation expenditure consists of an accumulation of acquisition costs and direct exploration and evaluation costs incurred, together with an allocation of directly related overhead expenditure.

Feasibility expenditures represents costs related to the preparation and completion of a feasibility study to enable a development decision to be made in relation to that area of interest. Feasibility expenditures are expensed as incurred until a decision has been made to develop the area of interest.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purpose of impairment testing, exploration and evaluation assets are allocated to cash‐generating units to which the exploration activity relates.

When an area of interest is abandoned, or the Directors determine it is not commercially viable to pursue, accumulated costs in respect of that area are written off in the period the decision is made.

Accounting judgements and estimates

Exploration and evaluation expenditure is capitalised where reserves have been established for an area of interest, or where there is a reasonable expectation for reserves, and it is considered likely to be recoverable from future exploitation or sale. The accounting policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether an economically viable extraction operation is likely. These estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the accounting policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement.

10 Rehabilitation provision

		Consolidated
	2018	2017
	$'000	$'000
Current
Provision for rehabilitation	610	488

Non‐current
Provision for rehabilitation	29,094	27,750
	29,704	28,238

Movements in Provisions
Rehabilitation
Balance at start of year	28,238	28,588
Unwinding of discount	853	1,658
Effects of movements in the foreign	613	(2,008)
exchange rate
Balance at end of year	29,704	28,238

Provisions, including those for legal claims and rehabilitation and restoration costs, are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

The Group has obligations to dismantle, remove, restore and rehabilitate certain items of property, plant and equipment and areas of disturbance during mining operations.

A provision is made for the estimated cost of rehabilitation and restoration of areas disturbed during mining operations up to reporting date but not yet rehabilitated. The provision also includes estimated costs of dismantling and removing the assets and restoring the site on which they are located. The provision is based on current estimates of costs to rehabilitate such areas, discounted to their present value based on expected future cash flows. The estimated cost of rehabilitation includes the current cost of contouring, topsoiling and revegetation to meet legislative requirements. Changes in estimates are dealt with on a prospective basis as they arise.

As there is some uncertainty as to the amount of rehabilitation obligations that will be incurred due to the impact of changes in environmental legislation and many other factors (including future developments, changes in technology and price increases).The rehabilitation liability is remeasured at each reporting date in line with changes in the timing and /or amounts of the costs to be incurred and discount rates. The liability is adjusted for changes in estimates. Adjustments to the estimated amount and timing of future rehabilitation and restoration cash flows are a normal occurrence in light of the significant judgments and estimates involved.

As the value of the provision represents the discounted value of the present obligation to restore, dismantle and rehabilitate, the increase in the provision due to the passage of time is recognised as a borrowing cost. A large proportion of the outflows are expected to occur at the time the respective mines are closed.

Accounting judgements and estimates

Mine rehabilitation provision requires significant estimates and assumptions as there are many transactions and other factors that will ultimately affect the liability to rehabilitate the mine sites. Factors that will affect this liability include changes in regulations, prices fluctuations, changes in technology, changes in timing of cash flows which are based on life of mine plans and changes to discount rates. When these factors change or are known in the future, such differences will impact the mine rehabilitation provision in the period in which it becomes known.

C. Capital and risk

11 Working capital

Trade and other receivables

	Consolidated
	2018	2017
	$'000	$'000
Current
Trade receivables	1,880	3,676
Other receivables	4,026	2,119
Restricted cash	1,400	‐
Prepayments	4,309	3,475
Total	11,615	9,270

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are usually due for settlement no more than 30 days from the date of recognition. Cash placed on deposit with a financial institution to secure bank guarantee facilities and restricted from use ('restricted cash') within the business is disclosed as part of trade and other receivables.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group is unlikely to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.

Amounts receivable from Director related entities

At 30 June 2018, there were no amounts receivable from Director related entities (2017: $Nil).

Inventories

	Consolidated
	2018	2017
	$'000	$'000
Current
Consumables	41,429	37,418
Ore stockpiles	6,014	1,467
Gold in circuit	7,980	10,594
Bullion on hand	9,126	5,861
	64,549	55,340

Raw materials and consumables, ore stockpiles, gold‐in‐circuit and bullion on hand are valued at the lower of cost and net realisable value.

Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure relating to mining activities, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

Accounting judgements and estimates

The calculation of net realisable value (NRV) for ore stockpiles, gold in circuit and bullion on hand involves significant judgement and estimate in relation to timing and cost of processing, gold prices, exchange rates and processing recoveries. A change in any of these assumptions will alter the estimated NRV and may therefore impact the carrying value of inventories.

Trade and other payables

	Consolidated
	20182017
	$'000	$'000
Current
Trade payables	39,348	35,411
Other payables	530	1,069
	39,878	36,480

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year, which remain unpaid as at reporting date. The amounts are unsecured and are usually paid within 30 days from the end of the month of recognition.

12 Financial risk management

Financial risk management

The Group's management of financial risk is aimed at ensuring net cash flows are sufficient to withstand significant changes in cash flow under certain risk scenarios and still meet all financial commitments as and when they fall due. The Group continually monitors and tests its forecast financial position and has a detailed planning process that forms the basis of all cash flow forecasting.

The Group's normal business activities expose it to a variety of financial risk, being: market risk (especially gold price and foreign currency risk), credit risk and liquidity risk. The Group may use derivative instruments as appropriate to manage certain risk exposures.

Risk management in relation to financial risk is carried out by a centralised Group Treasury function in accordance with Board approved directives that underpin Group Treasury policies and processes. The Treasury Risk Management Committee assists and advises the Group Treasury function, Executive Leadership Team, Audit and Risk Committee and Board in discharging their responsibilities in relation to forecasted risk profiles, risk issues, risk mitigation strategies and compliance with Treasury policy. Group Treasury regularly reports the findings to the Treasury Risk Management Committee and the Board.

(a) Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments, cash flows and financial position. The Group may enter into derivatives, and also incur financial liabilities, in order to manage market risks. All such transactions are carried out within directives and policies approved by the Board.

(b) Currency risk

The Group is exposed to currency risk on gold sales purchases and cash holdings that are denominated in a currency other than the Company's presentation currency of Australian dollars. The currencies in which transactions primarily are denominated are Australian Dollars (AUD), US Dollars (USD) and Papua New Guinea Kina (PGK).

The exchange rates at the year‐end were as follows:

Closing rate as at30 June 201830 June 2017	AUD/USD0.74070.7695			AUD/PGK2.37402.3788
	2018		2017
Exposure to currency	USD$'000	PGK$'000	USD$'000	PGK$'000
Cash and cash equivalents	4,876	(558)	8,606	1,637
Trade receivables	709	361	356	297
Trade payables	(6,781)	(1,775)	(4,095)	(7,805)
Interest bearing liabilities	(21)	‐	(77)	‐
Net exposure	(1,217)	(1,972)	(4,790)	(5,871)

Sensitivity analysis:

The following table details the Group's sensitivity to a 10% movement (i.e. increase or decrease) in the Australian dollar against the US dollar and PNG Kina at the reporting date, with all other variables held constant. The 10% sensitivity is based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding five year period:

Impact on Profit After Tax(Increase profit)/decreaseprofit
2018	2017
$'000$'000
(120)	(487)
120487

PGK against the AUD has been reviewed and considered an immaterial currency risk.

Significant assumptions used in the foreign currency exposure sensitivity analysis above include:

Reasonably possible movements in foreign exchange rates.
The translation of the net assets in subsidiaries with a functional currency other than the Australian dollar has not been included in the sensitivity analysis as part of the equity movement.
The net exposure at the reporting date is representative of what the Group is expected to be exposed to in the next 12 months.
The sensitivity analysis only includes the impact on the balance of financial assets and financial liabilities at the reporting date.

(c) Interest rate exposures

The Group Treasury manages the interest rate exposures according to the Board approved Treasury policy. Any decision to hedge interest rate risk is assessed in relation to the overall Group exposure, the prevailing interest rate market, and any funding counterparty requirements. As at 30 June 2018, interest rates on interest bearing liabilities were fixed.

12 Financial risk management (continued)

(d) Capital management

The Group's total capital is defined as total shareholders' funds plus net debt. The Group aims to maintain an optimal capital structure to reduce the cost of capital and maximise shareholder returns. The Group has a capital management plan that is reviewed by the Board on a regular basis.

Consolidated capital	2018$'000	2017$'000
Total shareholders' funds	665,870	461,127
Borrowings	39	547
Cash and cash equivalents(1)	(39)	(547)
Total capital	665,870	461,127

(1) Cash and cash equivalents are included to the extent that the net debt position is nil.

The Group does not have a target net debt/equity ratio. There were no changes in the Group's approach to capital management during the year, with the focus on maximising the cash position.

The Group is not subject to externally imposed capital requirements other than normal banking requirements.

Investments and other financial assets

The Group classifies its investments and other financial assets in the following categories: financial assets at fair value through profit and loss, loans and receivables, and available‐for‐sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re‐evaluates this designation at each reporting date.

Investments and other financial assets are recognised initially at fair value plus, for assets not at fair value through profit and loss, any directly attributable transaction costs.

(e) Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, with a maximum exposure equal to the carrying amount of the financial assets as recorded in the financial statements. The Group is exposed to credit risk from its operating activities (primarily customer receivables) and from its financing activities, including deposits with banks and financial institutions and derivatives.

Credit risks related to receivables

The Group's most significant customer accounts for $818,000 of the trade receivables carrying amount at 30 June 2018 (2017: $2,586,000), representing receivables owing from gold sales. Based on historic rates of default, the Group believes that no impairment has occurred with respect to trade receivables, and none of the trade receivables at 30 June 2018 were past due.

Credit risks related to deposits and derivatives

Credit risk from balances with banks, financial institutions and derivative counterparties is managed by the centralised Group Treasury function in accordance with the Board approved policy. Investments of surplus funds are only made with approved counterparties with a minimum Standard & Poor's credit rating, and

there is a financial limit on funds placed with any single counterparty.

Derivative transactions are only made with approved counterparties in accordance with the Board approved Treasury Policy. Derivative transactions do not cover a major proportion of total Group production, with maturities occurring over a relatively short period of time.

(f) Cash flow hedges

The Group's revenue is exposed to spot gold price risk. Based upon sensitivity analysis, a movement in the average spot price of gold during the year of $100 per ounce and all other factors remaining constant, would have changed post tax profit by $28,067,000.

In accordance with the Group's financial risk management policies, the Group has managed commodity price risk from time to time using gold forward contracts as described below.

In February 2018, the Company entered into gold forward contracts for 100,000 ounces of gold at $1,750 per ounce with maturity over a twelve‐month period from July 2018 to June 2019.

In March 2018, the Company entered into further gold forward contracts for 50,000 ounces of gold at $1,750 per ounce with maturity over a twelve‐month period from July 2019 to December 2019. The forward contracts protect Simberi operating margins.

As physical delivery of gold is used to close out forward contracts, the standard provides an "own use" exemption under which the Group is not subject to the requirements of AASB 139 for these contracts.

The maturity profile of the gold forward contracts remaining as at 30 June 2018 is provided in the table below.

StrikePrice	Totalounces	6monthsor lessounces	6 – 12monthsounces	1 – 2yearsounces	2 – 5yearsounces
$1,750/oz	100,000	48,000	52,000	‐	‐
$1,750/oz	50,000	‐	‐	50,000	‐

Cash flow hedge sensitivity

The relationship between currencies, spot gold price and volatilities is complex and changes in the spot gold price can influence volatility, and vice versa.

At 30 June 2018, the Group did not hold any gold options to hedge against movements in the gold price, however this is reviewed by the Board as part of the risk management framework.

12 Financial risk management (continued)

(g) Fair value estimation

The fair value of cash and cash equivalents and non‐interest bearing monetary financial assets and financial liabilities of the Group approximates carrying value. The fair value of other monetary financial assets and financial liabilities is based upon market prices.

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement, or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available for sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) is determined using generally accepted valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

Fixed Interest Maturing in 2018
				Non‐
	Floating	1 year or	Over 1 to 5	interest
	Interest rate	less	years	bearing	Total	Fair value
Financial assets	$'000	$'000	$'000	$'000	$'000
Cash and cash equivalents	15,392	211,051	‐	‐	226,443	226,443
Deposits held to maturity	‐	116,200	‐	‐	116,200	116,200
Restricted cash and cash equivalent	‐	1,400	‐	‐	1,400	1,400
Receivables	‐	‐	‐	5,906	5,906	5,906
Available for sale financial assets(1)	‐	‐	‐	37,872	37,872	37,872
	15,392	328,651	‐	43,778	387,821	387,821
Weighted average interest rate	1.74%	2.62%	n/a	n/a
Financial liabilities
Trade and other payables	‐	‐	‐	39,878	39,878	39,878
Finance lease liabilities	‐	39	‐	‐	39	39
	‐	39	‐	39,878	39,917	39,917
Weighted average interest rate	n/a	8.00%	n/a	n/a
Net financial assets	15,392	328,612	‐	3,900	347,904	347,904

Fixed Interest Maturing in 2017
Financial assets
Cash and cash equivalents	40,909	120,000	‐	‐	160,909	160,909
Restricted cash and cash equivalents	‐	‐	‐	‐	‐	‐

‐	‐	‐	‐	‐	‐
‐	‐	‐	5,795	5,795	5,795
‐	‐	‐	4,569	4,569	4,569
40,909	120,000	‐	10,364	171,273	171,273
1.06%	2.48%


‐	‐	‐	36,480	36,480	36,480
‐	507	40	‐	547	547
‐	507	40	36,480	37,027	37,027
n/a	6.49%
40,909	119,493	(40)	(26,116)		(134,246)
			n/a8.00%	n/an/a	(134,246)

(1) Fair value is determined based on Level 1 inputs as the balance represents investments in listed securities.

12 Financial risk management (continued)

(h) Liquidity risk

Prudent liquidity risk management requires maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. During the year the Group continued to accumulate a significant cash balance with minimal debt position.

The Group manages liquidity risk by continuously monitoring forecast and actual cash flows, and matching maturity profiles of financial assets and liabilities. The Group undertakes sensitivity analysis to stress test the operational cash flows, which are matched with capital commitments to assess liquidity requirements. The capital management plan provides the analysis and actions required in detail for the next twelve months and longer term.

Surplus funds are invested in instruments that are tradeable in highly liquid markets.

Maturities of financial liabilities

The table below analyses the Group's financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows, which includes interest obligations over the term of the facilities.

Maturity of financial liabilities – 2018	Less than12 months$'000	Between 1and 5 years$'000	Over 5years$'000	Totalcontractualcash flows$'000	Carryingamount$'000

Finance lease liabilities	40	‐	‐	40	39
Trade and other payables	39,878	‐	‐	39,878	39,878
	39,918	‐	‐	39,918	39,917
Maturity of financial liabilities – 2017

Finance lease liabilities	521	41	‐	562	547
Trade and other payables	36,480	‐	‐	36,480	36,480
	37,001	41	‐	37,042	37,027

13 Net debt

Cash and cash equivalents

	Consolidated
	20182017
	$'000	$'000
Cash at bank and on hand	15,392	40,909
Term deposits	211,051	120,000
	226,443	160,909

Cash and cash equivalents includes cash on hand, deposits and cash at call held at financial institutions, other short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Cash at bank and on hand

Cash at bank at 30 June 2018 was invested "at call" earning interest at an average rate of 1.74% per annum (2017: 1.06% per annum).

Term deposits

Term deposits maturing within 3 months of the 30 June 2018 reporting date earned interest at rates of between 2.05% and 2.75% per annum (2017: rates of between 2.22% and 2.80% per annum). At 30 June 2018, the average time to maturity was 51 days (2017: 46 days) from balance date.

Deposits held to maturity

	Consolidated
	2018	2017
	$'000	$'000
Term deposits between 3 and 12 months	116,200	‐

Interest bearing liabilities

	Consolidated
	2018	2017
	$'000	$'000
Current
Secured
Lease liabilities	39	507
Total current	39	507

Non‐current
Secured
Lease liabilities	‐	40
Total non‐current	‐	40
Total interest bearing liabilities	39	547

Profit before income tax includes the following specific expenses:

	Consolidated
	2018	2017
	$'000	$'000
Finance Costs
Interest paid/payable	‐	7,433
Borrowing costs	50	10,859
Finance lease interest	15	11
Provisions: unwinding of discount	853	1,658
	918	19,961

Rental expense relating to operating leases
Lease payments	578	598

Term deposits between 3 and 12 months

Term deposits with maturity between 3 to 12 months at 30 June 2018 reporting date are earning interest at rates of between 2.44% and 2.80% per annum (2017: %Nil). At 30 June 2018, the average time to maturity was 158 days (2017: Nil days) from reporting date.

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not incremental costs relating to the actual draw down of the facility, are recognised as prepayments and amortised on a straight line basis over the term of the facility.

13 Net debt (continued)

Commitments for leases

The finance lease commitments displayed in the table below relate to vehicles and plant and equipment, are based on the cost of the assets and are payable over a period after which ownership of the assets transfers to the Group.

	Consolidated
	2018	2017
Finance Lease Commitments	$'000	$'000
Payable not later than one year	40	521
Payable between one year and five years	‐	41
	40	562
Future finance charges	(1)	(15)
Total lease liabilities	39	547

Current	39	507
Non‐current	‐	40
	39	547
Analysis of Non‐Cancellable Operating
Lease Commitments
Payable not later than one year	478	405
Payable between one year and five years	175	846
	653	1,251

Reconciliation of profit from ordinary activities after income tax to net cash flows from operating activities

	Consolidated
	2018	2017
	$'000	$'000
Profit after tax for the year	226,998	157,572
Depreciation and amortisation	87,276	85,583
Asset impairments and write downsDifference between income tax expense	‐	27,273
and tax payments	(5,167)	32,134
Unwinding of rehabilitation provision	853	1,658
Net finance costs amortised	‐	2,842
Unrealised/realised foreign exchange gain	200	3,037
Equity settled share‐based payments	3,636	2,045
Change in operating assets and liabilities
Receivables and prepayments	(945)	(1,436)
Inventories	(9,209)	(916)
Other assets	5,277	(1,145)
Trade creditors and payables	3,398	(3,288)
Provisions and other liabilities	3,362	(2,133)
Net cash flows from operating activities	315,679	303,226

Leases

Leases of property, plant and equipment, where the Group has substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at inception of the lease at the lower of the fair value of the leased property and the present value of the minimum future lease payments. The corresponding rental obligations, net of finance charges, are included in interest bearing liabilities. Each lease payment is allocated between the liability and finance charges so as to achieve a constant interest rate on the finance balance outstanding. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The property, plant and equipment acquired under finance leases are depreciated over the asset's useful life, or the lease term if shorter where there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight‐line basis over the period of the lease.

The Group has a cancellable lease relating to the provision of assets, which include payment obligations for early termination. At 30 June 2018, the termination payment was $2,819,000 (2017: $2,405,000). The Group had not issued any notice to terminate the leases at 30 June 2018.

14 Contributed equity

	Number of
Details	shares	$'000
Opening balance 1 July 2017	497,331,095	887,254
Vested performance rights	15,953,028	739
Shares issued on DRP	3,257,650	10,437
Purchase of treasury shares	3,974,617	4,132
Closing balance 30 June 2018	520,516,390	902,562
Treasury shares held	(3,974,617)	(4,132)
Closing balance 30 June 2018 issued
to the public	516,541,773	898,430

Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and performance rights are recognised as a deduction from equity, net of any tax effects.

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Treasury shares

Treasury shares are issued shares held by the Company in trust for employee performance rights (refer Note 19). The shares are not included in ordinary shares.

Notes to the Financial Report

D. Business portfolio

15 Parent entity disclosures

As at, and throughout, the financial year ended 30 June 2018, the parent company of the Group was St Barbara Limited.

Financial statements

	Parent Entity
	2018	2017
	$'000	$'000
Results of the parent entity
Profit after tax for the year	133,025	134,430
Other comprehensive profit/(loss)	8,871	(147)
Total comprehensive income for the	141,896	134,283
year

Other comprehensive income is set out in the Consolidated Statement of Comprehensive Income.

	Parent Entity
	2018	2017
Financial position of the parent entityat year end	$'000	$'000
Current assets	378,860	204,213
Total assets	530,408	423,046

Current liabilities	86,296	67,051
Total liabilities	137,379	122,803

Total equity of the parent entitycomprising:
Share capital	898,429	887,254
Reserves	(5,884)	2,987
Dividend payments	(51,414)	‐
Accumulated losses	(448,102)	(589,998)
Total equity	393,029	300,243

Transactions with entities in the wholly‐owned group

St Barbara Limited is the parent entity in the wholly‐owned group comprising the Company and its wholly‐owned subsidiaries. It is the Group's policy that transactions are at arm's length.

During the year the Company charged management fees of $4,888,000 (2017: $4,893,000), operating lease rents of $62,000 (2017: $375,000), and interest of $4,240,000 (2017: $14,182,000) to entities in the wholly‐owned group.

Net loans payable to the Company amount to a net receivable of $108,159,000 (2017: net receivable $204,781,000).

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation.

16 Financial assets and fair value of financial assets

	Consolidated
Financial assets	2018$'000	2017$'000
Australian listed shares	37,872	4,569

At 30 June 2018 year end, the Group's financial assets of $37,872,000 (30 June 2017: $4,569,000), represent investments in shares listed on the Australian Securities Exchange, and are valued using Level 1 inputs. The accumulated fair value adjustments are recognised in other comprehensive income as gains or losses.

17 Controlled entities

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy on consolidation.

All subsidiaries are 100% owned at 30 June 2018 and 30 June 2017.

	Country ofIncorporation
Parent entity
St Barbara Limited	Australia
Subsidiaries of St Barbara Limited
Allied Gold Mining Ltd	UK
Subsidiaries of Allied Gold Mining Ltd
Allied Gold Pty Ltd	Australia
Subsidiaries of Allied Gold Pty Ltd
Advance R&D Pty Ltd	Australia
AGL (ASG) Pty Ltd	Australia
AGL (SGC) Pty Ltd	Australia
Allied Gold Finance Pty Ltd	Australia
Allied Gold Services Pty Ltd	Australia
Allied Tabar Exploration Pty Ltd	Australia
Aretrend Pty Ltd	Australia
Nord Pacific Limited	Canada
Subsidiaries of Allied Tabar Exploration Pty Ltd
Tabar Exploration Company Ltd	PNG
Subsidiaries of Nord Pacific Limited
Nord Australex Nominees (PNG) Ltd	PNG
Simberi Gold Company Limited	PNG

E. Remunerating our people

18 Employee benefit expenses and other

provisions

Expenses

	Consolidated
	2018	2017
	$'000	$'000

Employee related expenses
Wages and salaries	72,544	69,875
Contributions to defined contribution
superannuation funds	5,515	5,288
Equity settled share‐based payments	3,636	2,045
	81,695	77,208

Directors and key management personnel

	Consolidated
	2018	2017
	$'000	$'000
Short term employee benefits	3,097	2,376
Post‐employment benefits	60	39
Leave	236	110
Share‐based payments	1,060	781
	4,453	3,306

Other provisions

	Consolidated
	2018	2017
	$'000	$'000
Current
Employee benefits – annual leave	4,607	4,063
Employee benefits – long service leave	3,712	3,014
Other provisions	9,534	5,077
	17,853	12,154

Non‐current
Employee benefits ‐ long service leave	1,875	2,010
Other provisions	‐	2,202
	1,875	4,212

Wages and salaries, and annual leave

Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be paid within 12 months of the reporting date, are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid, including expected on‐costs, when the liabilities are settled.

Retirement benefit obligations

Contributions to defined contribution funds are recognised as an expense as they are due and become payable. The Group has no obligations in respect of defined benefit funds.

Equity settled share‐based payments

Performance rights issued to employees are recognised as an expense by reference to the fair value of the equity instruments at the date at which they are granted. Refer Note 19 for further information.

Executive incentives

Senior executives may be eligible for short term incentive payments ("STI") subject to achievement of key performance indicators, as recommended by the Remuneration Committee and approved by the Board of Directors. The Group recognises a liability and an expense for STIs in the reporting period during which the service is provided by the employee.

Disclosures relating to Directors and key management personnel are included within the Remuneration Report, with the exception of the table opposite.

Employee related and other provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made, plus expected on‐costs, in respect of services provided by employees up to the reporting date. Consideration is given to the expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted with reference to market yields on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

19 Share‐based payments

Employee Performance Rights

During the year ended 30 June 2018, there was no amount transferred as a gain for performance rights that expired during the year (2017: $Nil). Accounting standards preclude the reversal through the income statement of amounts which have been booked in the share based payments reserve for performance rights, and which satisfy service conditions but do not vest due to market conditions.

Set out below are summaries of performance rights granted to employees under the St Barbara Limited Performance Rights Plan approved by shareholders:

	Consolidated and parent entity 2018
Grant Date	Expiry Date	Issue price	Balance atstart of theyearNumber	Grantedduring theyearNumber	Vested duringthe yearNumber	Expiredduring theyearNumber	Balance atend of theyearNumber	Exercisableat end of theyearNumber
10 Dec 2015	30 Jun 2018	$0.51	3,974,617	‐	(3,974,617)	‐	‐	‐
21 Oct 2016	30 Jun 2019	$2.92	837,568	‐	‐	‐	837,568	‐
12 Dec 2016	30 Jun 2019	$2.92	196,708	‐	‐	‐	196,708	‐
31 Mar 2017	30 Jun 2019	$2.92	42,440	‐	‐	‐	42,440	‐
16 Nov 2017	30 Jun 2020	$2.89	‐	1,245,390	‐	(33,578)	1,211,812	‐
Total			5,051,333	1,245,390	(3,974,617)	(33,578)	2,288,528	‐
	Consolidated and parent entity 2017
5 Dec 2014	30 Jun 2017	$0.12	15,953,028	‐	(15,953,028)	‐	‐	‐
10 Dec 2015	30 Jun 2018	$0.51	3,974,617	‐	‐	‐	3,974,617	‐
21 Oct 2016	30 Jun 2019	$2.92	‐	837,568	‐	‐	837,568	‐
12 Dec 2016	30 Jun 2019	$2.92	‐	196,708	‐	‐	196,708	‐
31 Mar 2017	30 Jun 2019	$2.92	‐	42,440	‐	‐	42,440	‐
Total			19,927,645	1,076,716	(15,953,028)	‐	5,051,333	‐

The weighted average remaining contractual life of performance rights outstanding at the end of the year was 1.53 years (2017: 1.2 years). Conditions associated with rights granted during the year ended 30 June 2018 included:

i. Rights are granted for no consideration. The vesting of rights granted in 2018 is subject to a continuing service condition as at the vesting date, Return on Capital Employed over a three year period (for hey management personnel only), and relative Total Shareholder Return over a three year period measured against a peer group.
ii. Performance rights do not have an exercise price.
iii. Any performance right which does not vest will lapse.
iv. Grant date varies with each issue.

The fair value of rights issued was adjusted according to estimates of the likelihood that the market conditions will be met. A Monte‐ Carlo simulation was performed using data at grant date to assist management in estimating the probability of the rights vesting.

As a result of the Monte‐Carlo simulation results, the assessed fair value of rights issued during the year was $3,898,000. This outcome was based on the likelihood of the market condition being met as at the date the rights vest.

Expenses arising from share based payment transactions

Total expenses arising from equity settled share based payment transactions recognised during the year as part of the employee benefit expenses were as follows:

	Consolidated
	20182017
	$	$
Performance rights issued under
performance rights plan	3,636,000	2,045,000

Accounting judgements and estimates

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.

Where the vesting of share based payments contain market conditions, in estimating the fair value of the equity instruments issued, the Group assesses the probability of the market conditions being met, and therefore the probability of fair value vesting, by undertaking a Monte‐Carlo simulation. The simulation performs sensitivity analysis on key assumptions in order to determine potential compliance with the market performance conditions. The simulation specifically performs sensitivity analysis on share price volatility based on the historical volatility for St Barbara Limited and the peer group companies. The results of the Monte‐Carlo simulation are not intended to represent actual results, but are used as an estimation tool by management to assist in arriving at the judgment of probability.

F. Other disclosures

20 Remuneration of auditors

During the year the following fees were paid or payable for services provided by PricewaterhouseCoopers, the auditor of the parent entity, and its related practices:

	Consolidated
	2018	2017
	$	$
Audit and review of financial reports	300,900	295,000

Non‐audit services
Tax advisory and assurance services(1)	31,500	211,196
Tax advice in relation to AusIndustryreview(1)	51,500	337,772
Accounting advice and other assurancerelated services	22,484	‐
Total remuneration for audit and non	406,384	843,968
audit related services

(1) $409,772 of the total tax advisory fees in 2017 related to non‐recurring services

21 Events occurring after the balance sheet date

The Directors are not aware of any matter or circumstance that has arisen since the end of the financial year that, in their opinion, has significantly affected or may significantly affect in future years the Company's or the Group's operations, the results of those operations or the state of affairs, except as described in this note.

Subsequent to year end, the directors have declared a fully franked final dividend in relation to the 2018 financial year of 8 cents per ordinary share, to be paid on 26 September 2018. A provision for this dividend has not been recognised in the 30 June 2018 financial statements.

22 Contingencies

During July 2014, the Company announced that by operation of its internal reporting mechanisms, the provision of benefits to a foreign public official that may violate its Anti‐Bribery and Anti‐Corruption Policy or applicable laws in Australia or in foreign jurisdictions were identified. The amount of the benefits provided to the foreign public official was not material to the Company. The Company self‐ reported the matter to relevant authorities, including the Australian Federal Police, and the matter is being assessed and investigated. To date, there has been no action taken against the Company, consequently, the range of potential penalties, if any, cannot be reliably estimated. Should there be any prosecution, potential penalties are governed by laws in various jurisdictions including Criminal Code 1995 (Cth) in Australia and/or the UK Bribery Act.

As a result of the Australian Taxation Office's (ATO) program of routine and regular tax reviews and audits, the Group anticipates that ATO reviews and audits may occur in the future. The ultimate outcome of any future reviews and audits cannot be determined with an acceptable degree of reliability at this time. Nevertheless, the Group believes it is making adequate provision for its tax liabilities, including amounts shown as deferred tax liabilities, and takes reasonable steps to address potentially contentious issues with the ATO.

23 Basis of preparation

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items:

Financial assets are measured at fair value;
Share based payment arrangements are measured at fair value;
Rehabilitation provision is measured at net present value;
Long service leave provision is measured at net present value.

Principles of consolidation ‐ Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of St Barbara Limited as at 30 June 2018 and the results of all subsidiaries for the year then ended.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, and as a result has an exposure or rights to variable returns, generally accompanying a shareholding of more than one‐half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control commences until the date control ceases.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Foreign currency translation

Both the functional and presentation currency of St Barbara Limited and its Australian controlled entities is Australian dollars (AUD). The functional currency of the Group's foreign operations is US dollars (USD).

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Translation differences on non‐monetary financial assets and liabilities are reported as part of the fair value gain or loss. Translation differences on non‐monetary financial assets and liabilities, such as equities held at fair value through profit or loss, are recognised in the income statement as part of the fair value gain or loss. Translation differences on non‐monetary financial assets, such as equities classified as available for sale financial assets, are included in the fair value reserve in equity.

The assets and liabilities of controlled entities incorporated overseas with functional currencies other than Australian dollars are translated into the presentation currency of St Barbara Limited (Australian dollars) at the year‐end exchange rate and the revenue and expenses are translated at the rates applicable at the transaction date. Exchange differences arising on translation are taken directly to the foreign currency translation reserve in equity.

Critical accounting judgement and estimates

The preparation of financial statements in conformity with AASB and IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

24 Accounting standards

New Standards adopted

The accounting policies applied by the Group in this 30 June 2018 consolidated financial report are consistent with Australian Accounting Standards. All new and amended Australian Accounting Standards and interpretations mandatory as at 1 July 2017 to the group have been adopted and have no material impact on the recognition, measurement and disclosure of the financial report.

Accounting policies are applied consistently by each entity in the Group.

New accounting standards not yet adopted

	Application of
Reference	Standard
AASB 9 Financial Instruments (December 2014) and AASB 2009‐11 Amendments to Australian Accounting Standardsarising from AASB 9	1 January 2018
AASB 16 Leases	1 January 2019
AASB 15 Revenue from Contracts with Customers which supersedes AASB 111 Construction contracts, AASB 118 Revenue,interpretation 12 Customer loyalty programmes, Interpretation 15 Agreements for the construction of Real Estate,Interpretation 18 Transfer of Assets from Customers, interpretation 131 Revenue‐Barter transactions involving Advertisingservices and Interpretation 1042 Subscriber Acquisition Costs in the Telecommunications Industry.	1 January 2018
AASB 2014‐10 (2015‐101) Amendments to Australian Accounting Standards‐Sale or Contribution of Assets between anInvestor and its Associate or Joint Venture.	1 July 2018

Assessment of the impact on the recognition, measurement and disclosure of the financial report of new accounting standards not adopted:

In relation to AASB 9, the Company determined that investments in equities of listed companies will continue to be accounted for at Fair Value through Other Comprehensive Income in future periods through an irrevocable election. As a result, future gains or losses on disposal will not affect the income statement. All other items will continue to be accounted for consistently with the previous standard.

In relation to AASB 15, the Company has assessed the effects of applying the new standard on sales of gold and silver and determined that there is no material impact on measurement or disclosure of revenue.

AASB 16 was issued in February 2016 with a mandatory application date for the Group of 1 July 2019. Preliminary analysis of AASB 16 indicates that non‐cancellable operating leases and 'right‐of‐use‐assets' incorporated within certain supplier contracts may be recognised on the balance sheet. The impact of AASB 16 on the income statement will be a reduction in mine operating costs and a related increase in depreciation and interest expenses.

Due to the potential changing nature of contracts and services provided by suppliers over time, management has not yet quantified the potential impact of applying AASB 16. In relation to current non‐cancellable operating leases, such as office leases, the impact of AASB 16 is not expected to be material. The Company does not intend to adopt AASB 16 early, will apply the modified retrospective transition approach and not restate comparative amounts; the cumulative effect of first adoption of AASB 16 will be recognised as at 1 July 2019.

Directors' declaration

1 In the opinion of the directors of St Barbara Limited (the Company):
- (a) the consolidated financial statements and notes that are contained in pages 40 to 69 and the remuneration report in the Directors' report, set out on pages 16 to 37, are in accordance with the Corporations Act 2001, including:
  - (i) giving a true and fair view of the Group's financial position as at 30 June 2018 and of its performance for the financial year ended on that date; and
  - (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
- (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
2 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2018.
3 The directors draw attention to page 40 of the financial statements, which includes a statement of compliance with International Financial Reporting Standards.

Signed in accordance with a resolution of the Directors:

Bob Vassie Managing Director and CEO

Melbourne 22 August 2018

Independent auditor's report to the members of St Barbara Limited

Report on the audit of the financial report

Our opinion

In our opinion:

The accompanying financial report of St Barbara Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including:

(a) giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial performance for the year then ended
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.

What we have audited

The Group financial report comprises:

the consolidated balance sheet as at 30 June 2018
the consolidated income statement and statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated cash flow statement for the year then ended
the notes to the consolidated financial statements, which include a summary of significant accounting policies
the directors' declaration.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial report section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Our audit approach

An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in

PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Materiality Audit scope Key audit matters For the purpose of our audit we used overall Group materiality of $13.4 million, which represents approximately 5% of the Group's profit before tax. We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole. This benchmark was considered appropriate, because, in our view, profit before tax is the metric against which the performance of the Group is most commonly measured. We selected 5% based on our professional judgement, noting that it is within the range of commonly accepted thresholds Our audit focused on areas where the Group made subjective judgements, for example significant accounting estimates involving assumptions and inherently uncertain future events. The Group operates mines in Western Australia and Papua New Guinea (PNG) and has a centralised corporate accounting function based in Melbourne. Our audit work is performed predominantly in Melbourne. The audit engagement team also conducted site visits to the Gwalia and Simberi mines. Amongst other relevant topics, we communicated the following key audit matters to the Audit and Risk Committee: Accounting for the capitalisation and amortisation of mine properties Accounting for the cost of rehabilitation Recognition and measurement of deferred tax assets, and uncertain tax positions These are further described in the Key audit matters section of our report. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit

of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context.

Key audit matter	How our audit addressed the key audit matter
Accounting for the capitalisation and amortisation of minepropertiesRefer to note 8	To evaluate the Group's accounting for the deferral andamortisation of mining costs we performed the followingprocedures, amongst others:
The accounting for the deferral and amortisation of miningcosts is a key audit matter because the amount of miningexpenditure capitalised is significant. In addition, thecalculation of amortisation of the capitalised costs iscomplex because it requires the use of estimates andjudgements in relation to reserves and resources,metallurgy and the complexity of future capitaldevelopment requirements. These balances also form asignificant portion of the overall capitalised cost of miningoperations, which the Group tests for indicators ofimpairment at each reporting period.	Understood the cost allocation methodology applied bySt Barbara (mining costs capitalised and thoseexpensed) and evaluated its compliance with therequirements of Australian Accounting Standards.Tested a sample of costs capitalised for completeness,existence and accuracy, with a specific focus on majorcapital projects in the current year.Assessed the reasonableness of the amortisationmethodology compared with methods commonly usedin the industry for this type of asset and its consistencywith the life of mine plans and capital budgets.Considered the completeness of the Group'sassessment of the potential indicators of impairmentfor both mining operation.
Accounting for the cost of rehabilitationRefer to note 10	To assess the Group's restoration and rehabilitationobligations, we performed the following audit procedures,amongst others:
The Group is required under the laws and regulations ofWestern Australia and PNG to rehabilitate the Gwalia andSimberi operations respectively at the completion of miningactivities.Calculating the final rehabilitation obligations requiressignificant estimation and judgement by the Group.Assumptions are required to be made in respect of methodsof rehabilitation, costs and timing, as well as the potentialfor changes in regulatory requirements, technology andmarket conditions. The calculation of the provision requiressignificant input from specialists and experts, both withinand external to the Company.Given the significance of this balance and the factorsoutlined above, the provision for rehabilitation was a keyaudit matter.	We obtained the Group's calculation of therehabilitation obligations. We checked the timing ofthe cash flows in the models were consistent with thelife of mine plans.We considered the competence and objectivity of theGroup's experts who reviewed the closure plan andassociated cost estimates.We checked significant assumptions made within themodels by comparing these to the Group's internal orexternal experts' estimate of costs, and for a sample,we compared these to third party cost proposalsobtained by the Group.We checked that the discount rates used werematerially consistent with that generally used in theindustry to discount liabilities of this nature.
Recognition and measurement of deferred tax assets, anduncertain tax positionsRefer to note 2	We assessed the Group's ability to utilise the deferred taxassets related to PNG tax credits by:
The Group is required to appropriately apply the taxationlaws of both Australia and PNG in determining the Group'soverall tax position.The recognition and measurement of deferred tax assets,	Obtaining calculations of forecast taxable income andchecking the calculations for mathematical accuracyEvaluating the calculations with reference to currentyear results and expected production levels andgrades, in the context of the remaining life of theSimberi mine.

and uncertain tax positions was a key audit matter because of the complexity associated with different tax jurisdictions, and judgements requiring consideration when preparing the Group's tax calculations. In particular, we note that there are:

Deferred tax assets recorded by the Group in PNG ($36 million), that require judgement in assessing whether there will be sufficient taxable profits in future years for these assets to be realised
Taxation matters where the Group is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business. The Group's assessment relies on estimates and assumptions and may involve a series of judgements about future events.

Key audit matter How our audit addressed the key audit matter

Evaluating the Group's continuing rights to access the benefits of these tax credits in PNG.

In relation to uncertain tax positions, we read the Group's evaluation of its positions and correspondence with relevant tax authorities. As part of this, we evaluated whether the position gave rise to a liability or contingent liability by considering whether the potential for loss associated with each tax matter is considered "probable" or "remote".

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2018, including the Directors' Report, Ore Reserves and Mineral Resources Statements and Shareholder Information, but does not include the financial report and our auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Ore Reserves and Mineral Resources Statement as at 30 June 2018

Overview

Gwalia Ore Reserves reduced by mining depletion from 2.13 Moz of contained gold to 1.90 Moz
Simberi Ore Reserves reduced by mining depletion from 1.88 Moz of contained gold to 1.72 Moz
Group Ore Reserves decreased from 4.31 Moz of contained gold to 3.92 Moz, after depletion

Gwalia Mineral Resources and Ore Reserves will be updated following completion of the Gwalia Mass Extraction (GMX) feasibility study.

Company Summary at 30 June 2018

˃	Total Ore Reserves are estimated at:	31.1 Mt @ 3.9 g/t Au for	3.92 Moz of contained gold, comprising:
	˃Leonora Operations:	10.5 Mt @ 6.5 g/t Au for	2.20 Moz of contained gold
	˃Simberi Operations:	20.6 Mt @ 2.6 g/t Au for	1.72 Moz of contained gold
˃	Total Mineral Resources1 are estimated at:	99.1 Mt @ 2.9 g/t Au for
	˃Leonora Operations:	28.2 Mt @ 6.0 g/t Au for	5.45 Moz of contained gold
	˃Simberi Operations:	70.9 Mt @ 1.6 g/t Au for	3.71 Moz of contained gold

The 30 June 2018 Ore Reserves and Mineral Resources Statements released to the ASX on 27 August 2018 follow.

1 Mineral Resources are reported inclusive of Ore Reserves

		2017 Ore Reserves		2018Production		2018 Ore Reserves
Project	Tonnes('000)	OuncesGrade (g/t)('000)		Ounces ('000)	Tonnes('000)	Grade (g/t)	Ounces('000)
Gwalia (WA)	8,556	7.8	2,133	268	7,907	7.5	1,899
Tower Hill (WA)	2,572	3.7	306	‐	2,572	3.7	306
Total Leonora	11,128	7.0	2,439	268	10,479	6.5	2,205
Simberi (Oxide)	10,907	1.3	472	135	7,336	1.3	314
Simberi (Sulphide)	12,537	3.5	1,402	‐	12,352	3.5	1,382
Simberi Stockpile	‐	‐	‐	‐	889	0.8	22
Total Simberi	23,444	2.5	1,873	135	20,577	2.6	1,718
Grand Total	34,572	3.9	4,312	403	31,055	3.9	3,923

Table 1: St Barbara 2018 and 2017 Ore Reserves and Mineral Resources Summary

		2017 Mineral Resources			2018 Mineral Resources
Project	Tonnes('000)	OuncesGrade (g/t)('000)		Tonnes('000)	Grade (g/t)	Ounces('000)
Gwalia (WA)	23,753	6.7	5,087	23,102	6.5
Tower Hill (WA)	5,093	3.8	625	5,093	3.8
Total Leonora	28,846	6.2	5,712	28,195	6.0
Simberi (Oxide)	21,288	1.1	744	17,117	1.0
Simberi (Sulphide)	54,517	1.8	3,179	53,824	1.8
Total Simberi	75,805	1.6	3,923	70,941	1.6
Grand Total	104,651	2.9	9,635	99,136	2.9

The Company's Ore Reserves and Mineral Resources have reduced as a consequence of mining. Production for the financial year is provided in the table above for reference, and varies from depletion against previously reported Ore Resources and Mineral Reserves due to a variety of reasons including positive or negative reconciliation, dilution or loss. For Simberi, depletion includes some sulphide ore mined adjacent to oxide ore in transitional zones.

Mineral Resources Revisions

Gwalia (‐262,000 ounces)

The Gwalia Mineral Resources have been depleted for mining. The previous publicly reported Measured, Indicated and Inferred Mineral Resource Estimate reported at 30 June 2017 was 23,753 kt @ 6.7 g/t Au containing 5,087 koz of gold. This has decreased by 262 koz of gold to 23,102 kt @ 6.5 g/t Au containing 4,825 koz.

Simberi Oxide (‐168,000 ounces)

The Simberi Oxide Mineral Resources have been depleted for mining. The previous publicly reported Measured, Indicated and Inferred Oxide Mineral Resource Estimate reported at 30 June 2017 was 21,288 kt @ 1.1 g/t Au containing 744 koz of gold. This has decreased by 168 koz of gold to 17,117 kt @ 1.0 g/t Au containing 576 koz of gold.

Simberi Sulphide (‐43,000 ounces)

The Simberi Sulphide Mineral Resources have been depleted for mining. The previous publicly reported Measured, Indicated and Inferred Sulphide Mineral Resource Estimate reported at 30 June 2017 was 54,517 kt @ 1.8 g/t Au containing 3,179 koz of gold. This has decreased by 43 koz of gold to 53,824 kt @ 1.8 g/t Au containing 3,136 koz of gold.

Ore Reserves Revisions

Gwalia (‐234,000 ounces)

The Gwalia Ore Reserves have been depleted for mining. The previous publicly reported Proved and Probable Ore Reserve Estimate reported at 30 June 2017 was 8,556 kt @ 7.8 g/t Au containing 2,133 koz of gold. This has decreased by 234 koz of gold to 7,907 kt @ 7.5 g/t Au containing 1,899 koz of gold.

Simberi Oxide and Sulphide (‐155,000 ounces)

The Simberi Oxide and Sulphide Ore Reserves have been depleted for mining. The previous publicly reported Proved and Probable Ore Reserve Estimate reported at 30 June 2017 was 23,444 kt @ 2.5 g/t Au containing 1,873 koz of gold. This has reduced by 155 koz of gold to 20,577 kt @ 2.6 g/t Au containing 1,718 koz of gold.

		Proved			Probable		Total
Project	Tonnes('000)	Gold(g/t)	Ounces('000)	Tonnes('000)	Gold(g/t)	Ounces('000)	Tonnes('000)	Gold(g/t)	Ounces('000)
Gwalia, (WA)	1,845	9.0	531	6,061	7.0	1,368	7,907	7.5	1,899
Tower Hill, (WA)	‐	‐	‐	2,572	3.7	306	2,572	3.7	306
Simberi Oxide, (PNG)	1,644	1.5	77	5,692	1.3	237	7,336	1.3	314
Simberi Sulphide, (PNG)	151	3.0	15	12,200	3.5	1,367	12,352	3.5	1,382
Simberi Stockpiles, (PNG)	889	0.8	22	‐	‐	‐	889	0.8	22

Total All Projects	4,529	4.4	645	26,525	3.8	3,278	31,055	3.9	3,923

Ore Reserves Statement as at 30 June 2018

Notes

Ore Reserves are based on a gold price of: Gwalia (A$1,350/oz), Tower Hill (A$1,250/oz), Simberi (US$1,200/oz).
Cut‐off Grades Gwalia (4.0 g/t Au), Tower Hill (2.8 g/t Au), Simberi Oxide (0.5 g/t Au), Simberi Sulphide (1.1 g/t Au).
Mineral Resources are reported inclusive of Ore Reserves.
Data is rounded to thousands of tonnes and thousands of ounces. Discrepancies in totals may occur due to rounding.

JORC Code Compliance Statement

The information in this report that relates to Ore Reserves is based on information compiled by Mr. Glen Carthew and Mr. Tim Richards, who are Members or Fellows of the Australasian Institute of Mining and Metallurgy. Glen Carthew and Tim Richards are full‐time employees of St Barbara Ltd and have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves".

Glen Carthew and Tim Richards consent to the inclusion in the statement of the matters based on their information in the form and context in which it appears.

Mineral Resources Statement as at 30 June 2018

	Measured			Indicated			Inferred			Total
Project	Tonnes('000)	Gold(g/t)	Ounces('000)	Tonnes('000)	Gold(g/t)	Ounces('000)	Tonnes('000)	Gold(g/t)	Ounces('000)	Tonnes('000)	Gold(g/t)	Ounces('000)
Gwalia, (WA)	4,581	7.1	1,048	14,690	6.3	2,997	3,831	6.3	780	23,102	6.5	4,825
Tower Hill, (WA)	‐	‐	‐	4,604	3.9	574	489	3.3	51	5,093	3.8	625
Simberi Oxide, (PNG)	2,120	1.2	85	10,163	1.0	341	4,834	1.0	150	17,117	1.0	576
Simberi Sulphide, (PNG)	526	1.7	28	40,683	1.9	2,454	12,615	1.6	654	53,824	1.8	3,136

Total All Projects	7,227	5.0	1,161	70,140	2.8	6,366	21,769	2.3	1,635	99,136	2.9	9,162

Notes

Mineral Resources are reported inclusive of Ore Reserves.
Cut‐off Grades Gwalia (2.5 g/t Au), Tower Hill (2.5 g/t Au), Simberi Oxide (0.4 g/t Au), Simberi Sulphide (0.6 g/t Au).
Simberi Mineral Resources are reported constrained by a US$1,800/oz pit shell.
Data is rounded to thousands of tonnes and thousands of ounces. Discrepancies in totals may occur due to rounding.

JORC Code Compliance Statement

The information in this report that relates to Mineral Resources is based on information compiled by Ms. Jane Bateman and Mr. Robert Love who are Fellows of the Australasian Institute of Mining and Metallurgy. Jane Bateman and Robert Love are full‐time employees of St Barbara Ltd and have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves".

Jane Bateman and Robert Love consent to the inclusion in the statement of the matters based on their information in the form and context in which it appears

Shareholder Information as at 22 August 2018

Information on shareholders required by the ASX Listing Rules and not disclosed elsewhere in this report is set out below.

The information refers to 'ordinary fully paid shares' ('shares') and is provided as at 22 August 20181.

Twenty Largest Shareholders2

			% of Issued
Rank	Name	Shares	Capital
1.	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	246,862,715	47.43
2.	J P MORGAN NOMINEES AUSTRALIA LIMITED	106,798,578	20.52
3.	CITICORP NOMINEES PTY LIMITED	53,984,531	10.37
4.	NATIONAL NOMINEES LIMITED	19,801,705	3.80
5.	BNP PARIBAS NOMINEES PTY LTD	7,486,241	1.44
6.	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <nt‐comnwlth a="" c="" corp="" super=""></nt‐comnwlth>	4,541,368	0.87
7.	CPU SHARE PLANS PTY LTD	3,974,617	0.76
8.	BNP PARIBAS NOMS PTY LTD	3,753,817	0.72
9.	NATIONAL NOMINEES LIMITED	3,059,065	0.59
10.	CS THIRD NOMINEES PTY LIMITED <hsbc 13="" a="" au="" c="" cust="" ltd="" nom="">	2,149,868	0.41
11.	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED‐GSCO ECA	2,032,713	0.39
12.	SANDHURST TRUSTEES LTD	1,771,548	0.34
13.	AMP LIFE LIMITED	1,657,460	0.32
14.	CITICORP NOMINEES PTY LIMITED	1,595,493	0.31
15.	NATIONAL NOMINEES LIMITED	1,500,000	0.29
16.	BRISPOT NOMINEES PTY LTD	1,209,118	0.23
17.	MRS CAROLINE JOY VASSIE	935,720	0.18
18.	NORTHWEST ACCOUNTING PTY LTD	934,657	0.18
19.	UBS NOMINEES PTY LTD	880,371	0.17
20.	MR ROBERT SCOTT VASSIE	833,333	0.16
	Total top 20 holders of ordinary fully paid shares	465,762,918	89.48
	Total remaining holders	54,753,472	10.52
	Total	520,516,390	100.00

1 The 2018 Directors' and Financial Report was signed on 22 August 2018.

2 A number of the 20 largest shareholders shown in the table hold shares as a nominee or custodian. In accordance with the ASX Listing Rules, the table reflects the legal ownership of shares and not the details of the beneficial holders.

Shareholder Information as at 22 August 2018

Distribution of Shareholdings

			% of Issued
Range	Total Holders	Shares	Capital
1 – 1,000	4,188	1,739,392	0.33
1,001 – 5,000	3,367	8,235,886	1.58
5,001 – 10,000	778	5,762,539	1.11
10,001 – 100,000	786	21,833,170	4.19
100,001 and over	99	482,945,403	92.79
Total	9,218	520,516,390	100.00

Unmarketable Parcels

	Total Holders	Shares	MinimumParcel Size
Minimum $500.00 parcel at $4.10 per share1	951	33,937	122

Substantial Shareholders2

Name	Date noticereleased on ASX	Shares	% of IssuedCapital
Van Eck Associates Corporation	17 August 2018	63,765,495	12.25%
Norges Bank	17 August 2018	27,428,982	5.31%
Vinva Investment Management	2 September 2016	25,862,522	5.20%

End of Annual Report

1 Close price on 22 August 2018

2 As notified by the substantial shareholders to the ASX as at 22 August 2018

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BOARD OF DIRECTORS

D E J Moroney Non‐Executive Director

T C Netscher Non‐Executive Chairman R S Vassie Managing Director & CEO K J Gleeson Non‐Executive Director

COMPANY SECRETARY R R Cole

REGISTERED OFFICE Level 10, 432 St Kilda Road Melbourne Victoria 3004 Australia Telephone: +61 3 8660 1900 Facsimile: +61 3 8660 1999 Email: [email protected] www.stbarbara.com.au

SHARE REGISTRY

Computershare Investment Services Pty Ltd GPO Box 2975 Melbourne Victoria 3001 Australia Telephone (within Australia): 1300 653 935 Telephone (international): +61 3 9415 4356 Facsimile: +61 3 9473 2500 www.investorcentre.com/au

AUDITOR PricewaterhouseCoopers 2 Riverside Quay Southbank Victoria 3006 Australia

EXCHANGE LISTINGS Shares in St Barbara Limited are quoted on the Australian Securities Exchange (ASX), Ticker Code: SBM American Depositary Receipts (ADR), Ticker Code: STBMY

Notice of 2018 Annual General Meeting of St Barbara Limited

Notice is given that the 2018 Annual General Meeting of St Barbara Limited will be held:

Date:	24 October 2018
Time:	11:00 am (Melbourne time)
Venue:	Royce Conference Room
	Royce Hotel
	379 St Kilda Road
	Melbourne Victoria 3004

Items of Business

1. Annual Reports

To receive and consider the Annual Financial Report of the Company and the reports of the Directors and Auditor for the year ended 30 June 2018.

2. Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, pass the following as an ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2018 as set out on pages 16 to 37 (inclusive) of the Annual Report be adopted."

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2: Re-election of Director – Ms Kerry Gleeson

To consider and, if thought fit, pass the following as an ordinary resolution:

"That Ms Kerry Gleeson, being a Director of the Company who retires pursuant to article 3.6 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."

4. Resolution 3: Approval of issue of performance rights to Mr Robert (Bob) Vassie, Managing Director and Chief Executive Officer

To consider and, if thought fit, pass the following as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval be given to issue to Mr Bob Vassie 132,347 performance rights to acquire fully paid ordinary shares in the capital of the Company, on the terms and conditions set out and to provide Mr Vassie the benefits described, in the Explanatory Memorandum accompanying the Notice convening this Annual General Meeting, in part consideration of his employment as Managing Director and Chief Executive Officer of the Company in respect of the current 2019 financial year."

By Order of the Board

Rowan Cole Company Secretary 14 September 2018

Eligibility to attend and vote at the Meeting

The Board has determined that the Shareholders entitled to attend and vote at the Meeting are those persons who are the registered holders of Shares on 22 October 2018 at 7:00 pm (Melbourne time).

Voting in Person or by Proxy

If you are a shareholder entitled to attend the meeting and vote, you have the right to appoint a proxy to attend and vote on your behalf. A proxy need not be a Shareholder and can be either an individual or a body corporate.

If you appoint a body corporate as a proxy, that body corporate will need to ensure that it:

appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; and
provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

If you are entitled to cast 2 or more votes, you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy will exercise half of your votes.

A Proxy Form accompanies this Notice of Annual General Meeting.

For an appointment of a proxy to be effective for the Meeting, the proxy's appointment, and any authority under which the Proxy Form is signed or otherwise authenticated, must be received by St Barbara's share registry by no later than 11:00 am on 22 October 2018 (Melbourne time). Proxy Forms received after this time will not be effective for the scheduled commencement of the Annual General Meeting.

Proxy appointments and relevant authorities may be delivered to St Barbara's share registrar by one of the following methods:

Mail to: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001

Fax to: 1800 783 447 (within Australia), +61 3 9473 2555 (outside Australia)

Online: login at www.investorvote.com.au using the Control Number found on the front of your accompanying proxy form and follow the instructions. Alternatively, with your mobile device scan the QR code located on the front of the proxy form and follow the instructions. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

For details on how to complete and lodge the Proxy Form, please refer to the instructions on the Proxy Form.

For intermediary online subscribers only (custodians) please visit www.intermediaryonline.com.

Questions

If you have any questions about any matter contained in this Meeting Documentation, please contact Mr Rowan Cole, Company Secretary, at [email protected] or on +61 3 8660 1900.

Webcast

A live audio webcast of the Annual General Meeting will be available on St Barbara's website at www.stbarbara.com.au/investors/webcast. The audio webcast is 'listen only' and does not enable questions. The audio webcast will also be available on the website after the conclusion of the meeting.

Voting recommendations of the Board

If you wish to appoint a proxy on the enclosed Proxy Form to vote on your behalf in the manner consistent with the voting recommendations of the Board, mark the "FOR" box for Resolutions 1 to 3 as set out in the example below. The background and reasons for these recommendations are set out in the enclosed Explanatory Memorandum.

The Board recommends that Shareholders vote FOR Resolutions 1 to 3

	
	
	

Voting Exclusion Statement

Resolution 1: Adoption of the Remuneration Report

The Remuneration Report identifies the Company's Key Management Personnel for the financial year to 30 June 2018.

Under the Corporations Act, Key Management Personnel (including Directors) of the Company, details of whose remuneration are included in the Remuneration Report, and their closely related parties (as defined in the Corporations Act), (each a Restricted Person), are prohibited from voting on Resolution 1 in any capacity (e.g.: as a Shareholder, proxy, attorney or corporate representative).

However, the prohibition does not apply if:

the Restricted Person is appointed as a proxy for a Shareholder entitled to vote and the proxy appointment specifies the way the Restricted Person is to vote on the resolution; or
the chair of the Meeting (Chairman) has been appointed as a proxy for a Shareholder entitled to vote and the proxy appointment:
- o does not specify the way the Chairman is to vote on the resolution; and
- o expressly authorises the Chairman to exercise the proxy (notwithstanding that Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel).

The Chairman intends to vote undirected proxies (where the Chairman has been appropriately authorised) in favour of Resolution 1.

Other Directors and other Key Management Personnel of the Company and their closely related parties must not cast any votes in respect of Resolution 1 that arise from any undirected proxy that they hold.

Resolution 3: Approval of issue of performance rights to Mr Bob Vassie

In accordance with the ASX Listing Rules (and having regard to the voting restrictions in section 200E(2A) of the Corporations Act as it applies to Resolution 3), the Company will disregard any votes cast in favour of Resolution 3 by Mr Vassie and his associates, other than where the vote:

is cast by a person as proxy for a Shareholder (not being Mr Vassie or any associate) who is entitled to vote, in accordance with the directions on the Proxy Form; or
is cast by the Chairman as proxy for a Shareholder (not being Mr Vassie or any associate) who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, under the Corporations Act, the Company's Key Management Personnel and their closely related parties are prohibited from voting on resolutions connected directly or indirectly with the remuneration of Key Management Personnel (such as Resolution 3) as a proxy for a Shareholder entitled to vote where the proxy appointment does not specify the way the proxy is to vote on the resolution.

However, this Corporations Act prohibition does not apply to the Chairman if the Chairman has been appointed as the proxy and the proxy appointment expressly authorises the Chairman to exercise an undirected proxy. The Chairman intends to vote undirected proxies (where the Chairman has been appropriately authorised) in favour of Resolution 3.

Definitions

Certain capitalised terms used in this document are defined below.

Annual General Meeting or Meeting means the annual general meeting of St Barbara to be held on Wednesday 24 October 2018 at 11:00 am (Melbourne time) in the Royce Hotel, 379 St Kilda Road, Melbourne, Victoria to consider and, if thought fit, pass the resolutions set out in the Notice of Annual General Meeting

Annual Report means the 2018 annual report of St Barbara

ASIC means the Australian Securities and Investments Commission

ASX means ASX Limited

ASX Listing Rules means the official Listing Rules of ASX Limited

Board means the board of Directors of St Barbara

Chairman means the chairman of the Annual General Meeting of St Barbara

Change of Control means that one or more persons acting in concert have acquired or are likely to imminently acquire "control" of the Company as defined in section 50AA of the Corporations Act

Corporations Act means the Corporations Act 2001 (Cth)

Director means a director of St Barbara

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Annual General Meeting contained in this Meeting Documentation

FY18 Performance Rights means the LTI rights granted in respect of the 2018 financial year

FY19 Performance Rights means the LTI rights granted in respect of the 2019 financial year (which are subject to the approval of Resolution 3, for the number of performance rights to be issued to Mr Bob Vassie)

Key Management Personnel has the meaning given in the Corporations Act

KPI means key performance indicator

LTI means long-term incentive

Meeting Documentation means this document, comprising the Notice of Annual General Meeting, Explanatory Memorandum and the Proxy Form

Non-Executive Director means a Director who is not employed by the Company in an executive or management capacity

Notice of Annual General Meeting means the notice of meeting which is enclosed in the Meeting Documentation

Proxy Form means the proxy form for the Annual General Meeting contained in the Meeting Documentation

RP means the rights plan of the Company

Share means a fully paid ordinary share in the capital of St Barbara

Shareholder means a holder of Shares

St Barbara or the Company means St Barbara Limited ABN 36 009 165 066

STI means short-term incentive

VWAP means volume weighted average price

Explanatory Notes to Shareholders

These Explanatory Notes have been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming Annual General Meeting on 24 October 2018.

Ordinary Business

1. Annual Reports

The Corporations Act requires:

the reports of the Directors and Auditor; and
the Annual Financial Report, including the financial statements of the Company for the year ended 30 June 2018,

to be laid before the Annual General Meeting.

The 2018 Annual Report is available on the St Barbara website at www.stbarbara.com.au.

The Corporations Act does not require a vote of Shareholders on the reports or statements. However, Shareholders will be able to ask questions at the meeting in relation to the reports.

Also, a reasonable opportunity will be given to Shareholders to ask the Company's Auditor for the year ended 30 June 2018, Mr John O'Donoghue, Partner, PricewaterhouseCoopers, questions relevant to the conduct of the audit, the preparation and content of the Auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

2. Resolution 1: Adoption of Remuneration Report

The Remuneration Report sets out details on the remuneration paid to Non-Executive Directors and the Executives named in the report with the authority and responsibility for planning, directing and controlling the activities of the Group, collectively referred to as Key Management Personnel (KMP). The Remuneration Report is set out on pages 16 to 37 (inclusive) of the 2018 Annual Report, and is available on the St Barbara website at www.stbarbara.com.au.

The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act.

Under section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be able to ask questions about, and make comments on, the Remuneration Report at the AGM.

Board recommendation

The Board unanimously recommends that Shareholders vote in favour of this resolution.

3. Resolution 2: Re-election of Director – Ms Kerry Gleeson

Ms Kerry Gleeson LLB (Hons) FAICD

Ms Gleeson was appointed as a director of the Company on 18 May 2015, and elected at the Company's Annual General Meeting held on 27 November 2015.

Ms Gleeson is Chair of Remuneration & Nomination Committee, a Member of the Audit and Risk Committee and a Member of the Health, Safety, Environment and Community Committee.

In accordance with the Company's Constitution, Ms Gleeson will retire at the Annual General Meeting and, being eligible, will seek re-election.

Ms Gleeson has over 25 years' board room and senior management experience across Europe, North America and Australasia.

Board recommendation

The Board, with Ms Gleeson abstaining, unanimously recommends that Shareholders vote in favour of this resolution.

4. Resolution 3: Approval of issue of performance rights to Mr Bob Vassie, Managing Director and Chief Executive Officer

Introduction

The Board has resolved, subject to Shareholder approval, to issue Mr Vassie, Managing Director and Chief Executive Officer, performance rights pursuant to the Rights Plan (RP) to acquire Shares in the capital of the Company, in the quantum and on the terms which are set out below. These performance rights represent the long-term incentive (LTI) component of Mr Vassie's total remuneration in respect of the 2019 financial year.

• The number of performance rights to be issued in respect of the 2019 financial year (FY19 Performance Rights) is 132,347.

The number of FY19 Performance Rights was determined on the basis of the 10 day VWAP of Shares up to and including 30 June 2018, which was $4.92 per share.
The issue of the FY19 Performance Rights is subject to the terms of the RP approved by the Board on 22 September 2015, the material details of which are summarised in this document.
No cash consideration is payable for the issue, or on vesting or exercise of the FY19 Performance Rights.
The FY19 Performance Rights will vest subject to prescribed service and performance conditions being met. The number of FY19 Performance Rights that vest will be subject to the Company's relative performance for each of the performance conditions.
- 1. The service condition requires continuous employment for a three year period commencing on 1 July 2018. The Board has discretion in circumstances of death, disability or bona fide redundancy to vary the service condition and reduce the number of performance rights proportionately for a period of service of less than three years.
- 1. The performance conditions comprise the following:
  - a. a condition based on Relative Total Shareholder Return; and
  - b. a condition based on the Return On Capital Employed by the Company,

each of which is calculated over the three year period commencing 1 July 2018 and ending on 30 June 2021 and is described in more detail in the attached Schedule.

Subject to the satisfaction of the service and performance conditions and the rules of the RP, Mr Vassie will receive one Share for each FY19 Performance Right that vests. Any FY19 Performance Rights which do not vest will lapse.
The FY19 Performance Rights will not be listed on the ASX and will not be transferable, except as permitted under the RP.
In the event of a Change of Control of the Company, the RP provides that the Board may, in its absolute discretion, determine that all or a specified number of FY19 Performance Rights vest, having regard to whether pro-rata performance is consistent with the performance conditions applicable to those FY19 Performance Rights over the period from the date of grant to the date of the Change of Control.
The Board has absolute discretion to reduce, withhold or cancel all tranches of unvested LTI Rights in relation to overpaid incentive remuneration, fraud, defalcation or gross misconduct, or a material misstatement in the Group's financial statements.
Further, the Rights Plan also provides for the recovery of damages from vested Rights in circumstances of fraud, defalcation or gross misconduct.

Shareholder approval

Shareholder approval for the issue of the FY19 Performance Rights to Mr Vassie is sought for all purposes under the Corporations Act and the ASX Listing Rules, including in particular, ASX Listing Rule 10.14, and sections 200B and 200E of the Corporations Act.

Under ASX Listing Rule 10.14, the acquisition of securities by a director under an employee incentive scheme generally requires Shareholder approval. Shareholder approval is therefore sought for the acquisition by Mr Vassie of the FY19 Performance Rights and Shares should the FY19 Performance Rights subsequently vest. If approval is given under ASX Listing Rule 10.14, the grant of the rights will not use up the Company's capacity to issue equity under ASX Listing Rule 7.1.

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company or a related body corporate if it is approved by Shareholders in accordance with section 200E or an exemption applies. Section 200B of the Corporations Act applies to managerial or executive officers of the Company or any of its subsidiaries, which includes Mr Vassie. The term 'benefit' has a wide operation and, in effect, includes the automatic or accelerated vesting of the FY19 Performance Rights under the rules of the RP.

It is proposed, therefore, that this resolution will also approve, under section 200E of the Corporations Act, any 'termination benefit' that may be provided to Mr Vassie under the RP in relation to the FY19 Performance Rights to be granted to him, in addition to any other termination benefits that may be provided to Mr Vassie under the Corporations Act. The termination benefit that may be given under the RP is the early vesting of the FY18 Performance Rights (and the receipt of Shares upon exercise of the FY19 Performance Rights) if Mr Vassie ceases employment with the Company due to death, disability, bona fide redundancy or other reason with the approval of the Board.

The value of such benefits cannot presently be ascertained but matters, events and circumstances that will, or are likely to, affect the calculation of that value include:

1. the number of performance rights held by Mr Vassie prior to cessation of employment;
1. the number of performance rights that vest (which could be all of the performance rights held by Mr Vassie). The Board's decision as to the number of performance rights that vest will depend on, among other things, the circumstances of Mr Vassie's cessation of employment (for example, whether due to death, disability, redundancy or other reasons approved by the Board), the Board's assessment of Mr Vassie's performance in the period up to cessation of employment, the degree to which the performance conditions have been met at the relevant time, and the duration of Mr Vassie's employment; and
1. the market price of Shares on ASX on the last ten ASX trading days up to and including the date of calculation.

The number of performance rights that could vest upon Mr Vassie ceasing employment, where the Board determines to permit performance rights to vest, will not exceed the maximum number of performance rights held by Mr Vassie.

Disclosures made for the purposes of ASX Listing Rule 10.15:

In accordance with ASX Listing Rule 10.15, the Company notes that:

the maximum number of securities that can be awarded to Mr Vassie if this resolution is approved is 132,347 FY19 Performance Rights, entitling Mr Vassie to a maximum of 132,347 Shares if all FY19 Performance Rights subsequently vest;
the price payable on the issue, vesting or exercise of each FY19 Performance Rights is nil;
Mr Vassie was granted 218,748 FY18 performance rights for nil cash consideration on 30 November 2017 under the Rights Plan (RP) approved by the Board on 22 September 2015, the material details of which were summarised in the Notice of 2017 Annual General Meeting;
Mr Vassie is the only Director entitled to participate in the RP because he is the only Executive Director and the Company has not declared any Non-Executive Director as being eligible to participate in the RP;
there have not been any grants made to any Director or associate of a Director under the RP since Shareholder approval was last obtained at the Company's Annual General Meeting held on 29 November 2017, aside from the issue of 218,748 performance rights (for nil cash consideration and no amount payable on vesting) to Mr Vassie on 30 November 2017, in accordance with Shareholder approval obtained at the Company's Annual General Meeting held on 29 November 2017;
there is no loan proposed in relation to the proposed award of the FY19 Performance Rights to Mr Vassie; and
Mr Vassie's FY19 Performance Rights are intended to be issued by 31 December 2018 and in any event will not be issued later than 12 months after the date of the Meeting.

Board recommendation

The Board, with Mr Vassie abstaining, unanimously recommends the approval of the issue of the performance rights and of the related termination benefits to Mr Vassie and, accordingly, that Shareholders vote in favour of this resolution.

Schedule: Performance rights – Further details

Performance rights to be granted to Key Management Personnel in respect of the 2019 financial year (FY19 Performance Rights) will be offered pursuant to the terms of the Rights Plan (RP) approved by the Board on 22 September 2015 and the performance conditions set out below.

1. Performance rights pricing

The issue price of the performance rights is based on the 10 day volume weighted average price (VWAP) on the ASX of the Company's share price up to, and including, the last business day of the financial period immediately preceding the period that the performance rights relate to.

FY18 Performance Rights are priced at $4.92 per right, based on the 10 day VWAP up to and including 30 June 2018.

2. Performance conditions for performance rights

The performance conditions for FY19 Performance Rights will be measured over a three year vesting period commencing 1 July 2018 and ending on 30 June 2021. Vesting conditions include satisfying conditions relating to:

Relative Total Shareholder Return (67% weighting); and
Return on Capital Employed (33% weighting).

3. Change of Control

In the event of a Change of Control of the Company, the RP provides that the Board may, in its absolute discretion, determine that all or a specified number of FY19 Performance Rights vest, having regard to whether prorata performance is consistent with the performance conditions applicable to those FY19 Performance Rights over the period from the date of grant to the date of the Change of Control.

4. Malus and clawback

The Board has absolute discretion to reduce, withhold or cancel all tranches of unvested Rights in relation to overpaid incentive remuneration, fraud, defalcation or gross misconduct, or a material misstatement in the Group's financial statements.

Further, the Rights Plan also provides for the recovery of damages from vested Rights in circumstances of fraud, defalcation or gross misconduct.

5. Percentage of relevant total fixed remuneration offered as LTIs for the 2019 financial year

Managing Director and Chief Executive Officer 75%

Executive General Manager (CFO and Company Secretary) 60%

The Board has the discretion to vary the relevant percentage each year, having regard to external advice and / or relevant market benchmarks.

6. An example of how performance rights are calculated for the 2019 financial year (assuming the maximum award level) is set out below:

Executive General Manager	$400,000
Total Fixed Remuneration (TFR)	(example only)
LTI award value	$240,000
60% of TFR	(i.e. 60% of TFR)
Performance rights issue price(10 day VWAP)	$4.92
Performance rights to be granted($240,000 ÷ $4.92)	48,780 rights

7. Relative TSR

The Relative Total Shareholder Return (Relative TSR or RTSR) is measured against a defined peer group of companies which the Board considers compete with the Company for the same investment capital, both in Australia and overseas, and which by the nature of their business are influenced by commodity prices and other external factors similar to those that impact on the TSR performance of the Company.

The comparator group of companies for FY19 Performance Rights comprises companies in the S&P ASX All Ordinaries Gold Index (ASX: XGD) with a market capitalisation of at least A$300 million at the start of the performance period and is set out in the table below. At the discretion of the Board, the composition of the comparator group may change from time to time.

Comparator group of companies for FY19 Performance Rights

Alacer Gold Corp. (ASX: AQG)	Perseus Mining Limited (ASX: PRU)
AngloGold Ashanti Limited (ASX: AGG)	Ramelius Resources Limited (ASX: RMS)
Dacian Gold Limited (ASX: DCN)	Regis Resources Limited (ASX: RRL)
Evolution Mining Limited (ASX: EVN)	Resolute Mining Limited (ASX: RSG)
Gold Road Resources Limited (ASX: GOR)	Saracen Mineral Holdings Limited (ASX: SAR)
Newcrest Mining Limited (ASX: NCM)	Silver Lake Resources Limited (ASX: SLR)
Northern Star Resources Limited (ASX: NST)	Tribune Resources Limited (ASX: TBR)
OceanaGold Corporation (ASX: OGC)	Westgold Resources Limited (ASX: WGX)

TSR measures the growth for a financial period in the price of shares plus cash distributions notionally reinvested in shares. Company and comparator TSR performances are measured using the 10 day VWAP calculation up to, and including, the last business day of the financial period immediately preceding the period that the performance rights relate to, and in determining the closing TSR performances at the end of the three year period. Where a comparator company ceases to be listed on the ASX during the vesting period, the corresponding TSR is adjusted, taking into account the period the ceasing company was listed and the average TSR of the remaining comparator companies.

Except when otherwise determined in the discretion of the Board, the proportion of a grant that is subject to a TSR vesting condition will not vest unless the Company's TSR for the vesting period is greater than nil.

The proportion of the FY19 Performance Rights that vest will be influenced by the Company's TSR relative to the comparator group over the three-year vesting period commencing 1 July 2018 and ending on 30 June 2021 as outlined below:

Relative TSR Performance	% Contribution to the Number of Rights to Vest
Below 50th percentile	0%
50th percentile	50%
Between 50th & 75th percentiles	Pro-rata from 50% to 100%
75th percentile and above	100%

8. Return on Capital Employed (ROCE)

Return on Capital Employed (ROCE) measures the efficiency with which management uses capital in seeking to increase shareholder value. The proportion of the FY19 Performance Rights that vest will be influenced by the ROCE achieved by the Company over the three-year vesting period commencing 1 July 2018 and ending on 30 June 2021 as outlined below:

Return on Capital Employed (ROCE)	% Contribution to the Number of Rights to Vest
Less than or equal to the average annual weighted averagecost of capital (WACC) over the three year periodcommencing on 1 July 2018	0%
WACC (calculated as above) + 3%	50%
WACC (calculated as above) + between 3% and 7%	Pro-rata from 50% to 100%
WACC (calculated as above) + 7%	100%

9. Example of calculation of the number of performance rights to vest

Assuming the following measures over the three-year vesting period commencing on 1 July 2018 and ending on 30 June 2021:

Relative TSR: 70%
ROCE WACC + 4%

then the following proportion of performance rights will vest:

(a) Relative TSR

Weighting:	67%
Actual score:	70th percentile
Calculation:	50% (for achieving the 50th percentile) + ((70% - 50%) ÷ (75% - 50%)) x (100% - 50%)= 90%
(b) Return on Capital Employed (ROCE)
Weighting:	33%
Actual ROCE:	WACC + 4%
Calculation:	50% (for achieving the 50th percentile) + ((4% - 3%) ÷ (7% - 3%)) x (100% - 50%)= 62.5%
(c) Combined score
	RTSR (90% x 67%) + ROCE (62.5% x 33%)

= 80.9%

Using the above example of an executive being issued with 48,780 performance rights, based on the above 80.9% combined score, 39,463 (= 80.9% x 48,780) performance rights will vest.

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Lodge your vote:

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Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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Proxy Form

Vote and view the annual report online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote. •

Your access information that you will need to vote:

Control Number: 999999

SBM

SRN/HIN: I9999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 11:00 am (Melbourne time) on Monday, 22 October 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Proxy Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

*S00000112Q01*

STEP 2Items of Business		PLEASE NOTE: If you mark the Abstain box for a resolution, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
			AgainstFor	Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director - Ms Kerry Gleeson
Resolution 3	Executive Officer	Approval of issue of performance rights to Mr Robert (Bob) Vassie, Managing Director and Chief

SIGN Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name Contact Daytime Telephone Date / /

AI assistant

ST BARBARA LIMITED — Annual Report 2018

65749_rns_2018-09-13_3e00a4d3-efe8-461b-a84f-788d71676c17.pdf

2018 Annual Report and Notice of Annual General Meeting

St Barbara at a glance

FY 18 at a glance

St Barbara at a glance

Leonora (Gwalia mine)

Growth initiatives

Simberi

Growth initiatives

Strategic investments

As at the date of this report, St Barbara holds the following investment in Australian explorers

Strategy 'Stronger for Longer'

Diversify production base

Sustainable long life operations

Quality growth pipeline

Talented people who deliver

Trusted to operate

FY19 planned exploration

Over 2,000 km2 of prospective tenements across Western Australia and Papua New Guinea

Corporate Governance Statement

Sustainability Report

Directors' Report

Directors

Principal activities

Overview of group results

Year ended 30 June 2018

Year ended 30 June 2017

Analysis of Leonora operations

Gwalia

Analysis of Simberi operation

Simberi

Discussion and analysis of the income statement

Revenue

Mine operating costs

Other revenue and income

Exploration

Corporate costs

Royalties

Depreciation and amortisation

Other expenses

Net finance costs

Net foreign exchange gain

Income tax

Operating activities

Investing activities

Financing activities

Discussion and analysis of the balance sheet

Net assets and total equity

Debt management and liquidity

Business strategy and future prospects

Material business risks

Risk management

Regulatory environment

Australia

Papua New Guinea

Information on Directors

Tim C Netscher

Other previous relevant experience:

Robert S (Bob) Vassie

Other current listed company directorships: Nil

Qualifications and experience of the Company Secretary

Meetings of Directors

Directors' interests

Rowan Cole

Information on Executives

Robert S (Bob) Vassie

Garth Campbell‐Cowan

Remuneration Report (Audited)

Contents

1. Introduction and Key Management Personnel

Key Management Personnel during 2018

2. 2018 Remuneration Summary

3. Executive Remuneration Strategy

Annual Planning Timetable

4. Remuneration Governance ‐ Remuneration & Nomination Committee

5. Remuneration Structure

Composition of Executive Remuneration

Payment profile of Executive Remuneration

ST BARBARA LIMITED Annual Report 2018