ST BARBARA LIMITED — Capital/Financing Update 2018

Mar 27, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

St Barbara Limited

ABN

36 009 165 066

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares

1,114,581

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares issued in accordance with the St Barbara Ltd Dividend Reinvestment Plan in respect of the 2018 interim dividend announced 21 February 2018

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Yes
	If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$4.0058perfullypaidordinaryshare(calculated in accordance with the StBarbaraLtd Dividend Reinvestment Plan)
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Fullypaidordinarysharesissuedinaccordance with the StBarbara Ltd DividendReinvestment Plan in respect of the 2018interim dividend announced 21 February 2018
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	Not applicable
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Not applicable
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Not applicable

+ See chapter 19 for defined terms.

	specific security holder approval(specify date of meeting)
6f	Number of +securities issuedunder an exception in rule 7.2	Not applicable
6g	If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issue date and both values.Include the source of the VWAPcalculation.	Not applicable
6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements	Not applicable
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Not applicable
7	+Issue datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a pro rataentitlement issue must comply with theapplicable timetable in Appendix 7A.	28 March 2018
	Cross reference: item 33 of Appendix 3B.
		Number
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	516,541,773	+ClassFullypaidordinaryshares

Not applicable

6e Number of +securities issued with security holder approval under rule 7.3, or another

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall		Unlisted employee
	+securities not quoted on ASX+securities(includingthein	3,974,617	rightsexp. 30 Jun 2018
	section 2 if applicable)	1,076,716	exp. 30 Jun 2019
		1,245,390	exp. 30 Jun 2020
		6,296,723

10	Dividend policy (in the case of a	The shares will rank equally with existing
	trust, distribution policy) on the	fully paid ordinary shares in StBarbara
	increased capital (interests)	Limited.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Not applicable
12	Is the issue renounceable or nonrenounceable?	Not applicable
13	Ratio in which the +securities willbe offered	Not applicable
14	+Class of +securities to which theoffer relates	Not applicable
15	+Recorddatetodetermineentitlements	Not applicable
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Not applicable
17	Policy for deciding entitlementsin relation to fractions	Not applicable
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	Not applicable
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	Not applicable

+ See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable
21	Amount of any underwriting feeor commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to thebroker to the issue	Not applicable
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	Not applicable
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	Not applicable
27	If the entity has issued options,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable
30	How do security holders sell theirentitlements in fullthrough abroker?	Not applicable
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	Not applicable

+ See chapter 19 for defined terms.

• 32 How do security holders dispose of their entitlements (except by sale through a broker)? Not applicable
  • 33 +Issue date Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
• 37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	Not applicable
39	+Class of +securities for whichquotation is sought	Not applicable
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Not applicable
	If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment•the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	Not applicable
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	NumberNot applicable	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	(Director/Company secretary)	Date: 28 March 2018
Print name:	Rowan Cole== == == == ==

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.