ST BARBARA LIMITED — Capital/Financing Update 2020

Sep 23, 2020

Appendix 2A

Application for quotation of +securities

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.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entityWe (the entity here named) apply for+quotation of the following +securities andagree to the matters set out in1Appendix 2A of the ASX Listing Rules.0F	St Barbara Limited
1.2	*Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number).	ABN 009 165 066
1.3	*ASX issuer code	SBM
1.4	*This announcement isTick whichever is applicable.	☒ A new announcement☐ An update/amendment to a previousannouncement☐ A cancellation of a previousannouncement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.	N/A
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.	N/A

1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

1.5 *Date of this announcement 24 September 2020

Part 2 – Type of issue

QuestionNo.	Question	Answer
2.1	*The +securities to be quoted are:Select whichever item is applicable.If you wish to apply for quotation of different types ofissues of securities, please complete a separate	☐ Being issued as part of a transaction ortransactions previously announced tothe market in an Appendix 3B
	Appendix 2A for each type of issue.	☐ Being issued under a +dividend ordistribution plan
		☐ Being issued as a result of options beingexercised or other +convertiblesecurities being converted
		☐ Unquoted partly paid +securities thathave been paid up and are now quotedfully paid +securities
		☐ +Restricted securities where the escrowperiod has expired or is about to expire
		☐ +Securities previously issued under an+employee incentive scheme where therestrictions on transfer have ceased orare about to cease
		☒ +Securities issued under an +employeeincentive scheme that are not subject toa restriction on transfer or that are to bequoted notwithstanding there is arestriction on transfer
		☐ Other
2.2a.1	*Date of Appendix 3B notifying the marketof the proposed issue of +securities forwhich quotation is now being soughtAnswer this question if your response to Q2.1 is "Beingissued as part of a transaction or transactionspreviously announced to the market in an Appendix3B"	N/A
2.2a.2	*Are there any further issues of +securitiesyet to take place to complete thetransaction(s) referred to in theAppendix 3B?	N/A
	Answer this question if your response to Q2.1 is "Beingissued as part of a transaction or transactionspreviously announced to the market in an Appendix3B".

2.2a.2.1	*Please provide details of the further issuesof +securities yet to take place to completethe transaction(s) referred to in theAppendix 3BAnswer this question if your response to Q2.1 is "Beingissued as part of a transaction or transactionspreviously announced to the market in an Appendix3B" and your response to Q2.2a.2 is "Yes".Please provide details of the proposed dates andnumber of securities for the further issues. This maybe the case, for example, if the Appendix 3B related toan accelerated pro rata offer with an institutionalcomponent being quoted on one date and a retailcomponent being quoted on a later date.	N/A
2.2b.1	*Date of Appendix 3A.1 lodged with ASX inrelation to the underlying +dividend ordistributionAnswer this question if your response to Q2.1 is "Being	N/A
2.2b.2	issued under a dividend or distribution plan".*Does the +dividend or distribution planmeet the requirement of listing rule 7.2exception 4 that it does not impose a limiton participation?Answer this question if your response to Q2.1 is "Beingissued under a dividend or distribution plan".Note: Exception 4 only applies where security holdersare able to elect to receive all of their dividend ordistribution as securities. For example, Exception 4would not apply in the following circumstances: 1) Theentity has specified a dollar limit on the level ofparticipation e.g. security holders can only participateto a maximum value of $x in respect of theirentitlement, or 2) The entity has specified a maximumnumber of securities that can participate in the plane.g. security holders can only receive securities in lieuof dividend payable for x number of securities.	N/A
2.2c.1	Please state the number and type ofoptions that were exercised or other+convertible securities that were converted(including their ASX security code)Answer this question if your response to Q2.1 is "Beingissued as a result of options being exercised or otherconvertible securities being converted".	N/A
2.2c.2	And the date the options were exercised orother +convertible securities wereconvertedAnswer this question if your response to Q2.1 is "Beingissued as a result of options being exercised or otherconvertible securities being converted".Note: If this occurred over a range of dates, enter thedate the last of the options was exercised orconvertible securities was converted.	N/A
2.2d.1	Please state the number and type of partlypaid +securities (including their ASXsecurity code) that were fully paid upAnswer this question if your response to Q2.1 is"Unquoted partly paid securities that have been paidup and are now quoted fully paid securities".	N/A

2.2d.2	And the date the +securities were fully paidupAnswer this question if your response to Q2.1 is"Unquoted partly paid securities that have been paidup and are now quoted fully paid securities".Note: If this occurred over a range of dates, enter thedate the last of the securities was fully paid up.	N/A
2.2e.1	Please state the number and type of+restricted securities (including their ASXsecurity code) where the escrow period hasexpired or is about to expireAnswer this question if your response to Q2.1 is"Restricted securities where the escrow period hasexpired or is about to expire".	N/A
2.2e.2	And the date the escrow restrictions haveceased or will ceaseAnswer this question if your response to Q2.1 is"Restricted securities where the escrow period hasexpired or is about to expire".Note: If this occurred over a range of dates, enter thedate the last of the escrow restrictions has ceased orwill cease.	N/A
2.2f.1	Please state the number and type of+securities (including their ASX securitycode) previously issued under the+employee incentive scheme where therestrictions on transfer have ceased or areabout to ceaseAnswer this question if your response to Q2.1 is"Securities previously issued under an employeeincentive scheme where the restrictions on transferhave ceased or are about to cease".	N/A
2.2f.2	And the date the restrictions on transferhave ceased or will cease:Answer this question if your response to Q2.1 is"Securities previously issued under an employeeincentive scheme where the restrictions on transferhave ceased or are about to cease".Note: If this occurred over a range of dates, enter thedate the last of the restrictions on transfer has ceasedor will cease.	N/A
2.2g.1	Please state the number and type of+securities (including their ASX securitycode) issued under an +employee incentivescheme that are not subject to a restrictionon transfer or that are to be quotednotwithstanding there is a restriction ontransferAnswer this question if your response to Q2.1 is"Securities issued under an employee incentivescheme that are not subject to a restriction on transferor that are to be quoted notwithstanding there is arestriction on transfer".	48,205 SBM Ordinary Shares

2.2g.2	*Please attach a document or providedetails of a URL link for a document lodgedwith ASX detailing the terms of the+employee incentive scheme or a summaryof the terms.Answer this question if your response to Q2.1 is"Securities issued under an employee incentivescheme that are not subject to a restriction on transferor that are to be quoted notwithstanding there is arestriction on transfer".			St Barbara Limited Tax Exempt Share Plan
2.2g.3			No
	*Are any of these +securities being issuedto +key management personnel (KMP) oran +associate
	Answer this question if your response to Q2.1 is"Securities issued under an employee incentivescheme that are not subject to a restriction on transferor that are to be quoted notwithstanding there is arestriction on transfer".
2.2g.3.a	*Provide details of the recipients and the number of +securities issued to each of them.
	Answer this question if your response to Q2.1 is "Securities issued under an employee incentive scheme that arenot subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer"and your response to Q2.2g.3 is "Yes". Repeat the detail in the table below for each KMP involved in the issue. Ifthe securities are being issued to the KMP, repeat the name of the KMP or insert "Same" in "Name of registeredholder". If the securities are being issued to an associate of a KMP, insert the name of the associate in "Name ofregistered holder".
	Name of KMP	Name of registered holder		Number of +securities
	N/A
2.2h.1	*The purpose(s) for which the entity isissuing the +securities is:Answer this question if your response to Q2.1 is"Other".You may select one or more of the items in the list.		Additional details:N/A	☐ To raise additional working capital☐ To fund the retirement of debt☐ To pay for the acquisition of an asset[provide details below]☐ To pay for services rendered[provide details below]☐ Other [provide details below]
2.2h.2	*Please provide any further informationneeded to understand the circumstances inwhich you are applying to have these+securities quoted on ASX, including (ifapplicable) why the issue of the +securitieshas not been previously announced to themarket in an Appendix 3BYou must answer this question if your response toQ2.1 is "Other". If there is no other information toprovide, please answer "Not applicable" or "N/A".		N/A
2.2i	*Are these +securities being offered undera +disclosure document or +PDS?		No
	Answer this question if your response to Q2.1 is anyoption other than "Being issued as part of a transactionor transactions previously announced to the market inan Appendix 3B".

2.2i.1	*Date of +disclosure document or +PDS?	N/A
	Answer this question if your response to Q2.1 is anyoption other than "Being issued as part of a transactionor transactions previously announced to the market inan Appendix 3B" and your response to Q2.2i is "Yes".
	Under the Corporations Act, the entity must apply forquotation of the securities within 7 days of the date ofthe disclosure document or PDS.
2.3	*The +securities to be quoted are:Tick whichever is applicable	☒ Additional +securities in a class that isalready quoted on ASX ("existingclass")
		☐ New +securities in a class that is not yetquoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "existing class" or "new class".

QuestionNo.	Question	Answer
3A.1	*ASX security code & description	N/A
3A.2	*Number of +securities to be quoted	N/A

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "existing class".

QuestionNo.	Question	Answer
3B.1	*ASX security code & description	SBM Ordinary Shares
3B.2	*Number of +securities to be quoted	48,205
3B.3a	*Will the +securities to be quoted rankequally in all respects from their issue datewith the existing issued +securities in thatclass?	No – restriction on trading until 23September 2023 (inclusive) or whenparticipant ceases to be employed
3B.3b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3B.3a is"No".	Yes
3B.3c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3B.3a is"No" and your response to Q3B.3b is "Yes".	23 September 2023 or when participantceases to be employed
3B.3d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3B.3a is"No" and your response to Q3B.3b is "No".	N/A

3B.3e	*Please state the extent to which the+securities do not rank equally:	Restriction on trading until 23 September2023 (inclusive) or when participant ceases
	•in relation to the next dividend,distribution or interest payment; or	to be employed
	•for any other reason
	Answer this question if your response to Q3B.3a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than "Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B" and your response to Q2.3 is "new class".

QuestionNo.	Question	Answer
3C.1	*Security description	N/A
3C.2	*Security typeSelect one item from the list that best describes thesecurities the subject of this form. This will determinemore detailed questions to be asked about the securitylater in this section. Select "ordinary fully or partly paidshares/units" for stapled securities or CDIs. Forinterest rate securities, please select the appropriatechoice from either "Convertible debt securities" or"Non-convertible debt securities". Select "Other" forperformance shares/units and performanceoptions/rights or if the selections available in the list donot appropriately describe the security being issued.	☐ Ordinary fully or partly paid shares/units☐ Options☐ +Convertible debt securities☐ Non-convertible +debt securities☐ Redeemable preference shares/units☐ OtherN/A
3C.3	ISIN codeAnswer this question if you are an entity incorporatedoutside Australia and you are seeking quotation of anew class of securities other than CDIs. See also thenote at the top of this form.	N/A
3C.4	*Number of +securities to be quoted	N/A
3C.5a	*Will all the +securities issued in this classrank equally in all respects from the issuedate?	N/A
3C.5b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3C.5a is"No".	N/A
3C.5c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3C.5a is"No" and your response to Q3C.5b is "Yes".	N/A
3C.5d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3C.5a is"No" and your response to Q3C.5b is "No".	N/A

3C.5e	*Please state the extent to which the+securities do not rank equally:		N/A
	•in relation to the next dividend,distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3C.5a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.
3C.6	Please attach a document or provide a URLlink for a document lodged with ASX settingout the material terms of the +securities tobe quotedYou may cross-reference a disclosure document, PDS,		N/A
	information memorandum, investor presentation orother announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.
3C.7	*Have you received confirmation from ASX		N/A
	that the terms of the +securities areappropriate and equitable under listing rule6.1?
	Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).
	If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.
3C.8	new +securities held by the recipients in each category.			*Provide a distribution schedule for the new +securities according to the categories set outin the left hand column – including the number of recipients and the total percentage of the
	Number of +securities held	Number of holders		Total percentage of+securities held
	1 – 1,000	N/A
	1,001 – 5,000
	5,001 – 10,000
	10,001 – 100,000
	100,001 and over
	Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do nothave to answer this question) and the securities to be quoted have already been issued.ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new+securities received by each of those recipients, and a distribution schedule for the securities when they areissued.			Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
3C.9a	Ordinary fully or partly paid shares/units detailsAnswer the questions in this section if you selected this security type in your response to Question 3C.2.
	*+Security currency		N/A
	This is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.
	*Will there be CDIs issued over the+securities?		N/A

	*CDI ratioAnswer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).	N/A
	*Is it a partly paid class of +security?	N/A
	*Paid up amount: unpaid amount	N/A
	Answer this question if answered "Yes" to theprevious question.
	The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'
	The unpaid amount represents the unpaid or yet tobe called amount on any security considered 'partlypaid'.
	The amounts should be provided per the securitycurrency (e.g. if the security currency is AUD, thenthe paid up and unpaid amount per security in AUD).
	*Is it a stapled +security?	N/A
	This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.
3C.9b	Option details
	Answer the questions in this section if you selected this security type in your response to Question 3C.2.
	*+Security currency	N/A
	This is the currency in which the exercise price ispayable.
	*Exercise price	N/A
	The price at which each option can be exercised andconvert into the underlying security.
	The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
	*Expiry date	N/A
	The date on which the options expire or terminate.
	*Details of the number and type of+security (including its ASX security codeif the +security is quoted on ASX) that willbe issued if an option is exercised	N/A

3C.9c	Details of non-convertible +debt securities, +convertible debt securities, orredeemable preference shares/units
	Answer the questions in this section if you selected one of these security types in your response to Question
	3C.2.Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX QuotedDebt and Hybrid Securities" for further information on certain terms used in this section
	*Type of +security	☐ Simple corporate bond
	Select one item from the list	☐ Non-convertible note or bond
		☐ Convertible note or bond
		☐ Preference share/unit
		☐ Capital note
		☐ Hybrid security
		☐ Other
	*+Security currency	N/A
	This is the currency in which the face value of thesecurity is denominated. It will also typically be thecurrency in which interest or distributions are paid.
	Face value	N/A
	This is the principal amount of each security.
	The face value should be provided per the securitycurrency (i.e. if security currency is AUD, then theface value per security in AUD).
	*Interest rate type	☐ Fixed rate
	Select one item from the list	☐ Floating rate
	Select the appropriate interest rate type per the termsof the security. Definitions for each type are provided	☐ Indexed rate
	in the Guide to the Naming Conventions and SecurityDescriptions for ASX Quoted Debt and Hybrid	☐ Variable rate
	Securities	☐ Zero coupon/no interest
		☐ Other
	Frequency of coupon/interest payments	☐ Monthly
	per year	☐ Quarterly
	Select one item from the list.	☐ Semi-annual
		☐ Annual
		☐ No coupon/interest payments
		☐ Other
	First interest payment dateA response is not required if you have selected "No	N/A
	coupon/interest payments" in response to the
	question above on the frequency of coupon/interestpayments
	Interest rate per annumAnswer this question if the interest rate type is fixed.	N/A
	*Is the interest rate per annum estimated	N/A
	at this time?
	Answer this question if the interest rate type is fixed.
	If the interest rate per annum is estimated,then what is the date for this information to	N/A
	be announced to the market (if known)Answer this question if the interest rate type is fixed
	and your response to the previous question is "Yes".
	Answer "Unknown" if the date is not known at thistime.

*Does the interest rate include a referencerate, base rate or market rate (e.g. BBSWor CPI)?Answer this question if the interest rate type isfloating or indexed.	N/A
*What is the reference rate, base rate ormarket rate?Answer this question if the interest rate type isfloating or indexed and your response to the previousquestion is "Yes".	N/A
*Does the interest rate include a marginabove the reference rate, base rate ormarket rate?Answer this question if the interest rate type isfloating or indexed.	N/A
*What is the margin above the referencerate, base rate or market rate (expressedas a percent per annum)Answer this question if the interest rate type isfloating or indexed and your response to the previousquestion is "Yes".	N/A
*S128F of the Income Tax AssessmentAct status applicable to the +securitySelect one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income TaxAssessment Act applies, ASX requests issuers toconfirm the s128F status of the security:•"s128F exempt" means interest payments are nottaxable to non-residents;•"Not s128F exempt" means interest payments aretaxable to non-residents;•"s128F exemption status unknown" means theissuer is unable to advise the status;•"Not applicable" means s128F is not applicable tothis security	☐ s128F exempt☐ Not s128F exempt☐ s128F exemption status unknown☐ Not applicable
*Is the +security perpetual (i.e. no maturitydate)?	N/A
*Maturity dateAnswer this question if the security is not perpetual	N/A

This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

*Select other features applicable to the+securityUp to 4 features can be selected. Further informationis available in the Guide to the Naming Conventionsand Security Descriptions for ASX Quoted Debt andHybrid Securities.	☐ Simple☐ Subordinated☐ Secured☐ Converting☐ Convertible☐ Transformable☐ Exchangeable☐ Cumulative☐ Non-Cumulative☐ Redeemable☐ Extendable☐ Reset☐ Step-Down☐ Step-Up☐ Stapled☐ None of the above
*Is there a first trigger date on which aright of conversion, redemption, call or putcan be exercised (whichever is first)?	N/A
*If yes, what is the first trigger dateAnswer this question if your response to the previousquestion is "Yes".	N/A
Details of the number and type of +security(including its ASX security code if the+security is quoted on ASX) that will beissued if the +securities to be quoted areconverted, transformed or exchangedAnswer this question if the security features include"converting", "convertible", "transformable" or"exchangeable".For example, if the security can be converted into1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshares (ASX:ABC)".	N/A

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1	*Have the +securities to be quoted beenissued yet?	Yes
4.1a	*What was their date of issue?Answer this question if your response to Q4.1 is"Yes".	24 September 2020
4.1b	*What is their proposed date of issue?Answer this question if your response to Q4.1 is "No".	N/A
4.2	*Are the +securities to be quoted beingissued for a cash consideration?If the securities are being issued for nil cashconsideration, answer this question "No".	No

4.2a	*In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.	N/A
	Answer this question if your response to Q4.2 is"Yes".
4.2b	*What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c and Q4.2d.	N/A
4.2c	Please describe the consideration beingprovided for the +securities to be quotedAnswer this question if your response to Q4.2 is "No".	Shares issued for nil consideration pursuantto St Barbara Limited Tax Exempt SharePlan
4.2d	Please provide an estimate (in AUD) of thevalue of the consideration being providedper +security for the +securities to bequotedAnswer this question if your response to Q4.2 is "No".	$3.2110 (5 day VWAP to 23 September2020)
4.3	Any other information the entity wishes toprovide about the issue	No

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1	*Quoted +securities (total number of each +class of +securities quoted on ASX followingthe +quotation of the +securities the subject of this application)
	ASX security code and description	Total number of +securities on issue
	SBM fully paid ordinary shares	703,581,118
5.2*Unquoted +securities (total number of each +class of +securities issued but not quotedon ASX):
	ASX security code and description	Total number of +securities on issue
	Unlisted employee rights
	exp. 30 Jun 2021exp. 30 Jun 2022	762,2861,426,731
	total	2,189,017

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is "Being issued under a dividend/distribution plan" and the response to Q2.2b.2 is "No"; or - your response to Q2.1 is "Other".

Note that if your response to Q2.1 is "Being issued as part of a transaction or transactions previously announced to the market

in an Appendix 3B", it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

QuestionNo.	Question	Answer
6.1	*Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?	N/A
6.1a	*Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "Yes".	N/A
6.1b	*Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No".	N/A
6.1b.1	*How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"and the response to Q6.1b is "Yes".	N/A
	Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 toissue that number of securities.
6.1c	*Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A (if applicable)?Answer this question if the response to Q6.1 is "No".	N/A

6.1c.1	*How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A?	N/A
	Answer this question if the response to Q6.1 is "No"and the response to Q6.1c is "Yes".
	Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities.

Introduced 01/12/19, amended 31/01/20

St Barbara Limited Tax Exempt Share Plan Rules

Effective 1 May 2020

1	DEFINITIONS1
2	INTERPRETATION2
3	THE PLAN2
4	OFFER AND ACCEPTANCE2
5	LAPSING OF OFFERS3
6	GRANTING OF RESTRICTED SHARES3
7	SPECIFIED DISPOSAL RESTRICTIONS4
8	ENTITLEMENTS ATTACHING TO RESTRICTED SHARES4
9	SPECIFIED DISPOSAL RESTRICTIONS RELEASE IN THE CASE OF A DE-LISTING4
10	NON-AUSTRALIAN RESIDENTS 4
11	AMENDMENT OF THE PLAN5
12	TERMINATION OR SUSPENSION OF THE PLAN5
13	NOTICES5
14	INDEPENDENT ADVICE5
15	GOVERNING LAW 6

1 Definitions

Unless the context otherwise requires, the following terms have the following meanings:

Acceptance Notice means a notice submitted by an Eligible Person indicating that the Offer has been accepted.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the securities exchange operated by ASX Limited (as the case may be).

Board means the Board of Directors of the Company.

Company means St Barbara Limited ABN 36 009 165 066.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Person means an employee of a Group Company and other persons deemed to be an employee of a Group Company pursuant to s.83A-325 of the ITAA.

Employee Share Trust means St Barbara Limited Employee Share Trust or any other employee share trust established to facilitate the operation of this Plan.

Grant Date means the date specified in a Notice of Grant.

Group Company means the Company and any of its Related Bodies Corporate.

ITAA means the Income Tax Assessment Act 1997.

Notice of Grant means the document issued to a Participant to notify them that a grant of Restricted Shares has been made to them.

Offer means a communication to an Eligible Person that contains the terms and conditions of the specific offer to be granted Restricted Shares under the Plan.

Offer Period means the period between the date of the Offer and the last date on which an Offer may be accepted.

Participant means an Eligible Person who have been granted Restricted Shares under the Plan.

Plan means this St Barbara Limited Tax Exempt Share Plan.

Related Bodies Corporate has the meaning in section 50 of the Corporations Act.

Restricted Share means a Share which is fully vested, but which is subject to disposal restrictions.

Rules means these rules that govern the operation of the Plan.

Share means a fully paid ordinary share in the Company.

Specified Disposal Restrictions means the period for which Restricted Shares may not be disposed, transferred or otherwise dealt with (including encumbered or made subject to any interest in favour of any other person) unless the transfer is effected by operation of law on death or legal incapacity to the Participant's legal personal representative.

Trustee means the trustee of the Employee Share Trust.

2 Interpretation

• 2.1 Unless the context otherwise requires:
  • (a) headings and subheadings are for convenience only and do not affect interpretation;
  • (b) words importing singular includes the plural and vice versa;
  • (c) any reference to a party to any agreement or document includes its successors and permitted assigns and substitutes by way of assignment or novation;
  • (d) any reference to any agreement or document includes that agreement or document as amended at any time;
  • (e) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions.

3 The Plan

• 3.1 The Plan provides Eligible Persons with an opportunity to acquire beneficial ownership of Shares and access the taxation concessions available under Section 83A-35 of the ITAA.
• 3.2 The Plan commences on the date the Board determines and will continue until the Plan is amended or terminated.
• 3.3 This Plan will be administered by the Board, but it may delegate responsibility for the operation of the Plan to any party including a committee of the Board, or to an officer of the Company.
• 3.4 The Board is authorised to establish such guidelines for the administration of the Plan as are deemed appropriate, and to make determinations under the Plan as may be required from time to time. Such determinations shall be conclusive and binding on all Participants.
• 3.5 The Rules set out the terms and conditions of the operation of the Plan and the Company, the Trustee and the Participants are bound by these Rules.
• 3.6 If an Offer is made relying upon ASIC Class Order 14/1000 then the limit in that Class Order shall be observed.

4 Offer and Acceptance

• 4.1 The Plan will operate through a series of Offers, the form of which will be determined by the Board in its discretion. Subject to the ASX Listing Rules, the Corporations Act and the Company's constitution, the Board may make such Offers at such times and to such Eligible Persons as it determines in its discretion.

• 4.2 An Eligible Person who has received an Offer is eligible to participate in the Plan.

• 4.3 The terms and conditions that apply to an Offer shall be determined by the Board and included in the Offer. Details to be contained in an Offer will include:

  • (a) name of the Eligible Person;
  • (b) date of the Offer;

• (c) number of Restricted Shares that the Eligible Person is invited to receive, or the method of calculation of the number of Restricted Shares they may receive;

• (d) price of the Restricted Shares which will be nil, unless otherwise determined by the Board and specified in the Offer;

• (e) the Specified Disposal Restrictions applicable to the Restricted Shares that will be acquired under the Plan; and

• (f) how to accept the Offer, including the name of the person to whom the Acceptance Notice should be sent prior to the elapsing of the Offer Period, and

• (g) other terms and conditions that the Board determines to include.

• 4.4 The receipt of an Offer or Offers under the Plan does not guarantee nor confer any entitlement to receive any other Offer under the Plan.

• 4.5 The Eligible Person needs to formally accept the Offer of Restricted Shares under the Plan to participate in the Plan.

• 4.6 The Eligible Person may accept the Offer by completing an Acceptance Notice and submitting it to the Company prior to the end of the Offer Period.

5 Lapsing of Offers

• 5.1 Eligible Persons who receive Offers and do not accept them prior to the lapsing of the Offer Period will be deemed to have rejected the Offer.
• 5.2 Unless otherwise determined by the Board, the Offer will lapse if prior to the end of the Offer Period the Eligible Person:
  • (a) submits a resignation of employment, or
  • (b) is dismissed by his or her employer, or
  • (c) rejects the Offer.

6 Granting of Restricted Shares

• 6.1 Following the end of the Offer Period, the Board will consider those Offers in respect of which a valid Acceptance Notice has been received.
• 6.2 Eligible Persons who have been granted Restricted Shares will be referred to as Participants in the Plan. They will remain Participants until all Restricted Shares they have been granted under the Plan cease to be restricted from sale due to the Specified Disposal Restrictions, or due to restrictions on sale or withdrawal from an Employee Share Trust used to facilitate the operation of the Plan.
• 6.3 The Board will in its absolute discretion determine whether or not the granting of Restricted Shares will occur via a new issue of Shares, and/or on-market purchases of Shares, and whether they will be issued/transferred directly to Eligible Persons and subject to a CHESS holding lock, or held by the Employee Share Trust.
• 6.4 The Board will use reasonable endeavours to grant the Restricted Shares within 30 days of the last date of the Offer Period, unless otherwise determined by the Board.
• 6.5 Participants will be advised in writing of the Grant Date, via a Notice of Grant, when Restricted Shares have been granted.

6.6 The Company is authorised but not required to bear all brokerage, commission or other transaction costs payable in relation to the acquisition of Shares by the Participants, under the Plan.

7 Specified Disposal Restrictions

• 7.1 Shares acquired by or for the benefit of a Participant will be subject to Specified Disposal Restrictions for a period ending on, the earlier of:
  • (a) the third anniversary of the Grant Date; or
  • (b) the day following the day when a Participant ceases to be an employee of a Group Company and is not immediately re-employed by another Group Company,

unless a longer period is determined by the Board and specified in an Offer.

• 7.2 A Participant may not dispose of any Restricted Shares during the period of the Specified Disposal Restriction.
• 7.3 The Board is entitled to make such arrangements it considers necessary to enforce the Specified Disposal Restrictions and Participants will be bound by such arrangements. This may include the Restricted Shares being held, during the Specified Disposal Restriction Period by the Trustee on behalf of Participants, or CHESS holding locks applied to individual holdings.
• 7.4 The Board will advise the Participant in writing when the Specified Disposal Restrictions period ends.
• 7.5 Unless otherwise directed by the Participant in writing, the Trustee will automatically transfer the Shares into the Participant's name within 60 days of the Participant ceasing to be an employee of a Group Company.

8 Entitlements Attaching to Restricted Shares

• 8.1 Restricted Shares shall not be subject to a risk of forfeiture.
• 8.2 Participants must not enter into an arrangement with anyone if it would have the effect of limiting their exposure to risk in relation to Restricted Shares.
• 8.3 Commencing at the Grant Date, a Participant will have the full benefit of rights attaching to Shares such as the right to vote the Shares, and the right to receive dividends, subject to the Specified Disposal Restrictions outlined in these Rules and the relevant Offer.
• 8.4 If Restricted Shares are not held directly by a Participant, the Board will ensure that Participants are able to realise the entitlements attaching to Shares, which may require the Participant to follow guidelines and processes imposed by third parties such as the Trustee.

9 Specified Disposal Restrictions Release in the case of a De-listing

9.1 In the event that the Board determines that the Company is expected to imminently cease to be listed on the ASX, the Board may in its discretion and having regard to the applicable tax legislation, determine that Specified Disposal Restrictions imposed in accordance with these Rules will cease on a date determined by the Board, subject to such action not breaching the tax exemption requirement of Subdivision 83A-B of the ITAA.

10 Non-Australian Residents

10.1 When a Restricted Share is granted under the Plan to a person who is not a resident of Australia, the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any applicable or relevant laws, matters of convenience and desirability and similar factors which may have application to the Participant or to the Company in relation to Restricted Shares. Such alterations or additions shall be specified in the Offer.

11 Amendment of the Plan

• 11.1 Subject to maintaining compliance with the provisions of Subdivision 83A-B of the ITAA, the Board may at any time by resolution of the Board, amend or repeal all or any of the provisions of the Rules, including this Rule.
• 11.2 No amendment to or repeal of the Rules is to reduce the existing rights of any Participant in respect of any grant made prior to the date of the amendment or repeal, other than with the consent of the Participant or where the amendment is introduced primarily:
  • (a) for the purpose of complying with or conforming to a present or future State, Territory or Commonwealth legal requirement governing, regulating or effecting the maintenance or operation of the Plan or like plans;
  • (b) to correct any manifest error or mistake;
  • (c) to address possible adverse tax implications for Participants generally or the Company arising from:
    • i. a ruling of any relevant taxation authority;
    • ii. a change to tax legislation or the application or termination of the legislation or any other statute or law (including an official announcement by any relevant taxation or government authority);
    • iii. a change in interpretation of tax legislation by a court of competent jurisdiction or by any relevant taxation authority; or
    • iv. to enable the Company to comply with the Corporations Act or the Listing Rules of the ASX.

12 Termination or Suspension of the Plan

12.1 The Board may at any time terminate or suspend the Plan. The termination or suspension of the Plan will not prejudice the existing rights of Participants and a Participant may not claim any compensation as a result of a termination or suspension of the Plan.

13 Notices

• 13.1 A notice under the Rules or in connection with the Plan must be given in writing.
• 13.2 A notice may be given by prepaid post, by facsimile or other electronic communication.
• 13.3 A notice is treated as having been given:
  • (a) If delivered by prepaid post on delivery to the relevant address, or five Business Days after it was posted, whichever is the earlier;
  • (b) If transmitted by facsimile or electronically at the time of transmission.

14 Independent Advice

14.1 Neither the Company nor the Board, its officers, employees, representatives or agents take any responsibility or assume any liability for the financial or taxation liabilities of Eligible Persons arising from their participation in the Plan. Eligible Persons should obtain their own independent financial and taxation advice from professional advisers at their own expense.

15 Governing Law

15.1 These Rules are governed by the laws of Victoria, Australia.