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STEADFAST GROUP LIMITED Capital/Financing Update 2013

Aug 1, 2013

65758_rns_2013-08-01_50bd82b0-e558-4c55-8472-3be3029d6829.pdf

Capital/Financing Update

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Pre-Quotation Disclosure

The following information is required to be provided to ASX Limited for release to the market in connection with the official quotation and conditional and deferred settlement trading of the fully paid ordinary shares (“ Shares ”) in Steadfast Group Limited ( “Steadfast ”).

Capitalised terms which have not been otherwise defined in this document have the meaning given to them in the prospectus lodged by Steadfast with the Australian Securities and Investments Commission on 11 July 2013 (“ Prospectus ”).

Basis of allocation and procedures for determining allocations

The basis of allocation and the procedures by which Applicants may determine their precise allocation of Shares under the IPO Offer are described in the attached advertisement – see Attachment 1 . This advertisement has been published in this morning’s edition of the Australian Financial Review, The Australian, The Sydney Morning Herald and The Melbourne Age.

As stated in the attached advertisement, Applicants can confirm their allocation of Shares under the IPO Offer, or make general enquiries regarding the IPO Offer by contacting the Steadfast Offer Information Line on 1800 645 237 (toll free within Australia) or +61 1800 645 237 (outside Australia) from 8.30am until 5.30pm (Sydney time) Monday to Friday (Business Days only).

Conditions for the Conditional Market

The conditions for the conditional market as outlined in the Prospectus are:

  • settlement of the IPO Offer and the issue by Steadfast of Shares to successful applicants under the IPO Offer; and

  • completion of IPO Acquisitions and Pre-IPO Acquisitions representing at least 93% of the total consideration payable for the IPO Acquisitions and the Pre-IPO Acquisitions.

It is expected that these conditions will be satisfied on or about 9 August 2013.

The Final Price and number of Shares to be issued under the IPO Offer

The Final Price for each Share under the Retail Offer and Institutional Offer is $1.15.

The number of Shares allocated under each component of the Retail Offer and the Institutional Offer is:

  • Board’s List Offer – 6,169,925 Shares;

  • Priority Offer – 22,820,234 Shares;

  • Stockbroker Firm Offer – 46,112,675 Shares; and

  • Institutional Offer – 215,072,646 Shares.

The total number of Shares to be issued under the IPO Offer is 290,175,480.

In addition to this, the following Shares are to be issued:

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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  • Re-weighting Shares – 65,588,369 Shares

  • Executive Shares – 10,900,000 Shares; and

  • Consideration Shares – 134,209,559 Shares.

The total number of Shares to be on issue is approximately 501 million.

Despatch date

The intended date for issuing and transferring Shares to Applicants under the IPO Offer is Wednesday, 7 August 2013.

The intended date for despatch of CHESS allotment notices, issuer sponsored holdings statements and any refund money is Tuesday, 13 August 2013.

Indicative distribution schedule

An indicative distribution schedule of the numbers of holders in each class of securities to be quoted is set out in Attachment 2.

Indicative statement of largest 20 holders

An indicative statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders is set out in Attachment 3 .

Escrowed Shares

Following the issue of Shares under the Offer, it is expected that there will be 183,355,928 Shares that

will be subject to voluntary escrow arrangements until 31 August 2014.[1]

Corporate governance statement

Attachment 4 sets out a statement outlining the extent to which Steadfast will follow, as at the date of admission to the official list, the recommendations set by the ASX Corporate Governance Council.

Preferred Capital Shares

The full terms and conditions of the Preferred Capital Shares are set out in Steadfast’s constitution.

1 This comprises all Consideration Shares to be issued, the proportional allocation component of Reweighting Shares to be issued and the Executive Shares to be issued. Separate holding lock arrangements are expected to continue to apply to certain Executive Shares beyond this period.

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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Interests of Directors

The table below sets out the expected interests of Directors in Steadfast’s Shares (held either directly or indirectly) following issue of the IPO Shares, Re-weighting Shares, Consideration Shares and Executive Shares.

Name of Director Number of IPO
Shares
Number of Re-
weighting
Shares
Number of
Consideration
Shares
Number of
Executive
Shares
FrankO’Halloran 1,147,825 N/A N/A N/A
Robert Kelly 98,260 150,461 N/A 5,000,000
David Liddy 217,391 N/A N/A N/A
Anne O’Driscoll 108,695 N/A N/A N/A
Philip Purcell 86,956 N/A N/A N/A
Greg Rynenberg 247,824 286,414 N/A N/A
Jonathan Upton 17,390 478,709 1,700,000 N/A

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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Attachment 1 – Advertisement

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Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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Attachment 2 - Indicative Distribution Schedule*

Category Number of holders of
Shares
1 to 1,000 110
1,001to 5,000 392
5,001to10,000 247
10,001to100,000 1,502
100,001and over 540
**Total ** **2,791 **

*Based on the IPO Shares, Re-weighting Shares, Consideration Shares and Executive Shares to be issued.

There are 131 shareholders with parcels of Shares with a value of less than $2,000, based on the Final Price.

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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Attachment 3 – Indicative Statement* of Largest 20 Holders

**No. ** **Shareholder ** Shares % of
Shares
1 NATIONAL NOMINEESLIMITED 35,074,940 7.0%
2 HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
33,525,392 6.7%
3 MACKAY INSURANCESERVICESPTY 32,000,000 6.4%
4 J.P MORGAN NOMINEESAUSTRALIA LIMITED 31,015,872 6.2%
5 CITICORP NOMINEESPTY LIMITED 28,114,329 5.6%
6 J.P MORGAN NOMINEES (AUSTRALIA) LIMITED
GSP
16,262,140 3.2%
7 UBSNOMINEESPTY LIMITED 13,278,822 2.7%
8 COGENT NOMINEESPTY LIMITED 13,193,412 2.6%
9 RBC DEXIA INVESTOR SERVICES AUSTRALIA
NOMINEESPTY LIMITED
7,011,031 1.4%
10 BOND STREET CUSTODIAN LIMITED - A/C
INSTITUTIONAL
6,521,739 1.3%
11 MR ROBERT BERNARD KELLY 5,000,000 1.0%
12 AUSTCOVER HOLDINGS PTY LTD 4,693,035 0.9%
13 MR CAMERON SCOTT MCCULLAGH 4,000,000 0.8%
14 YABBY INVESTMENTS PTY LTD 4,000,000 0.8%
15 RC & IP GILBERT LTY LTD 4,000,000 0.8%
16 CONDELL HOLDINGS PTY LTD 3,453,636 0.7%
17 DAVID WAYNE HIGGINS 3,091,006 0.6%
18 UBS NOMINEES PTY LTD 2,826,086 0.6%
19 SAMEPHAM PTY LTD 2,804,689 0.6%
20 AUSTRALIAN EXECUTOR TRUSTEES LTD 2,667,079 0.5%
Top 20 holders of Shares 252,533,208 50.4%
Balance of Shares 248,340,200 49.6%
Total Shares on issue 500,873,408 100.0%

*Based on the IPO Shares, Re-weighting Shares, Consideration Shares and Executive Shares to be issued.

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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Attachment 4 – Corporate Governance Statement

ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
Principle 1 – Lay solid foundations for management and oversight
Companies should establish and disclose the respective roles and responsibilities of board and management
Recommendation 1.1
Companies should establish the functions reserved to
the Board and those delegated to senior executives
and disclose those functions.
Steadfast has established a Board charter which
sets out the responsibilities of the Board and the
responsibilities of senior management. The
schedule of matters reserved for the Board for
approval includes:

the Group’s overall strategic direction and
monitoring performance against the
strategic and business plans;

overseeing all aspects of the Group’s
financial position and approving the
business planning process and timetables,
including operating budgets;

overseeing the Group’s reporting systems
and overall framework for internal
controls; and

approving and monitoring major projects.
The Board delegates authority to the Chief
Executive Officer for the day to day operations of
the Group, its subsidiaries and their respective
operations.
Recommendation 1.2
Companies should disclose the process for evaluating
the performance of senior executives.
The Board charter provides that the Board is
responsible for ensuring there is an appropriate
process in place to review the performance of
senior management. Executive management are
reviewed by the Managing Director & CEO. The
Managing Director & CEO is reviewed by the
Chairman.
The review process involves a performance
management process (“PMP”) with a performance
assessment rating out of a maximum of 5.
No employee is entitled to awards under the Short
Term Incentive Plan or Long Term Incentive Plan if
their PMP rating is less than 3 out of a maximum of
5. The PMP involves a set of specified objectives
and criteria against which performance is
measured.
Recommendation 1.3
Companies should provide the information indicated in
the Guide to reporting on Principle 1.
A copy of the Board charter which sets out the
matters reserved for the Board and those areas
delegated to senior executives is available on
Steadfast’s website at www.steadfast.com.
Steadfast currently intends to disclose in future
annual reports whether a performance evaluation
for senior executives has taken place in the
relevant reporting period and whether it was in
accordance with the process disclosed.
**IfSteadfast proposes to depart from **

Steadfast Group Limited

ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
Recommendations 1.1, 1.2 or 1.3 in the future, it will
disclose any departures in the relevant annual
report.
Principle 2 – Structure the board to add value
Companies should have a board of an effective composition, size and commitment to adequately discharge its
responsibilities and duties
Recommendation 2.1
A majority of the Board should be independent
Directors.
The Board is comprised of a majority of
independent Directors. The Board is comprised of
7 Directors, with 5 characterised as independent by
Steadfast (being Frank O’Halloran, David Liddy,
Anne O’Driscoll, Philip Purcell and Greg
**Rynenberg). **
Recommendation 2.2
The Chair should be an independent Director.
The Chairman of the Board, Frank O’Halloran is an
independent Director.
Recommendation 2.3
The roles of Chair and Chief Executive Officer should
not be exercised by the same individual.
The role of Chairman and Chief Executive Officer
are exercised by different individuals, being Frank
O’Halloran and Robert Kelly respectively.
Recommendation 2.4
The Board should establish a nomination committee.
The Board has established a Nomination
Committee which is currently comprised of the full
Board and accordingly, comprises a majority of
independent Directors. The Chairman of the
Nomination Committee is the Chairman of the
Board, being Frank O’Halloran (who is an
**independent Director). **
Recommendation 2.5
Companies should disclose the process for evaluating
the performance of the Board, its committees and
individual Directors.
The Board charter provides that the Board is
responsible for developing and implementing a
formal process to assess its own performance.
The Board, and each committee established by the
Board, will perform an annual self-evaluation. Each
year, the Directors will be requested to provide to
the Board their assessments of the effectiveness
of the Board and the committees on which they
**serve. **
Recommendation 2.6
Companies should provide the information indicated in
the Guide to reporting on Principle 2.
Steadfast has disclosed in the Prospectus the
skills, experience, relevant expertise and period of
office of each Director and has identified in the
Prospectus the Directors that are considered to be
independent.
The Board charter sets out the mix of skills that
Steadfast is looking to achieve in its Board and
provides the procedure for Directors to seek
external professional advice at the expense of
Steadfast.
As the Nomination Committee is comprised of the
full Board, the Board’s nomination functions are
included in the Board Charter, which is available on
Steadfast’s website at www.steadfast.com and sets
out its roles, responsibilities, composition and
structure. The Board charter also sets out the
Board’s policy for the nomination and appointment
of Directors and theprocedure for the selection and

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
appointment of new Directors.
Steadfast currently intends to report on the number
of Nomination Committee meetings held and the
names and qualifications of Nomination Committee
members and their attendance at committee
meetings in future annual reports.
The Nominations Committee meets four times a
year and is scheduled to meet on 26 August 2013,
21 February 2014, 29 May 2014, 25 August 2014 and
20 November 2014.
Steadfast also currently intends to disclose in
future annual reports whether a performance
evaluation for the Board, its committees and
Directors has taken place in the relevant reporting
period and whether it was in accordance with the
process disclosed.
If Steadfast proposes to depart from
Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6 in the
future, it will disclose any departures in the relevant
**annual report. **
Principle 3 – Promote ethical and responsible decision making
Companies should actively promote ethical and responsible and duties
Recommendation 3.1
Companies should establish a code of conduct and
disclose the code or a summary of the code as to:

the practices necessary to maintain
confidence in the company’s integrity;

the practices necessary to take into account
their legal obligations and the reasonable
expectations of their stakeholders;

the responsibility and accountability of
individuals for reporting and investigating
reports of unethical practices.
Steadfast has established a Code of Conduct which
provides an ethical and legal framework for all
Directors, officers, employees, contractors and
certain other individuals in the conduct of
Steadfast’s business to safeguard the confidence
of Steadfast’s stakeholders.
Steadfast has also established an Anti-Bribery and
Corruption Policy which sets out the behaviour and
standards Steadfast expects its employees,
consultants, contractors and agents to comply with
in conducting business.
The Code of Conduct and the Anti-Bribery and
Corruption Policy give employees responsibility for
reporting unethical or suspicious behaviour.
Recommendation 3.2
Companies should establish a policy concerning
diversity and disclose the policy or a summary of that
policy. The policy should include requirements for the
Board to establish measurable objectives for achieving
gender diversity for the Board to assess annually
both the objectives and progress in achieving them.
Steadfast has established a Diversity Policy which
covers factors such as gender, age, ethnicity,
cultural background, language, disability and other
areas of potential difference.
The Diversity Policy includes a requirement for the
Board to obtain recommendations from
management and approve measurable objectives
for achieving diversity, including gender diversity,
within the organisation. The Board will also receive
an annual report from management on the progress
**against the objectives. **

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
Recommendation 3.3
Companies should disclose in each annual report the
measurable objectives for achieving gender diversity
set by the Board in accordance with the diversity policy
and progress towards achieving them.
As specified in the Diversity Policy, Steadfast will
provide its measurable objectives for achieving
gender diversity and its progress in achieving
those objectives in future annual reports.
Recommendation 3.4
Companies should disclose in each annual report the
proportion of women employees in the whole
organisation, women in senior executive positions and
women on the Board.
As specified in the Diversity Policy, Steadfast will
provide the proportion of women employees in its
organisation, amongst its senior executives and on
its Board in future annual reports.
Recommendation 3.5
Companies should provide the information indicated in
the Guide to reporting on Principle 3.
If Steadfast proposes to depart from
Recommendations 3.1, 3.2, 3.3 and 3.4 in the future,
it will disclose any departures in the relevant
annual report.
Copies of the Code of Conduct, Anti-Bribery and
Corruption Policy and Diversity Policy are available
on Steadfast’s website atwww.steadfast.com.
Principle 4 – Safeguard integrity in financial reporting
Companies should have a structure to independently verify and safeguard the integrity of their financial reporting
Recommendation 4.1
The Board should establish an audit committee.
The Board has established an Audit & Risk
Committee to oversee Steadfast’s accounting and
financial reporting, including auditing of
Steadfast’s financial statements, reviewing the
performance of Steadfast’s internal audit function
and qualifications, independence, performance and
terms of engagement of Steadfast’s external
auditor.
Recommendation 4.2
The audit committee should be structured so that it:

consists only of Non-Executive Directors;

consists of a majority of independent
Directors;

is chaired by an independent Chair, who is not
Chair of the Board;

has at least three members.
The Audit & Risk Committee is currently comprised
of 6 Non-Executive Directors, the majority of whom
are independent. The Directors currently serving
on the Audit & Risk Committee are Frank
O’Halloran, David Liddy, Philip Purcell, Greg
Rynenberg, Jonathan Upton and Anne O’Driscoll.
The Chairman of the Audit & Risk Committee is
Anne O’Driscoll who is an independent Director.
Recommendation 4.3
The audit committee should have a formal charter.
A charter has been adopted for the Audit & Risk
Committee.
Recommendation 4.4
Companies should provide the information indicated in
the Guide to reporting on Principle 4.
Steadfast currently intends to report on the number
of Audit & Risk Committee meetings held and the
names and qualifications of Audit & Risk
Committee members and their attendance at
committee meetings in future annual reports.
If Steadfast proposes to depart from
Recommendations 4.1, 4.2, 4.3 and 4.4 in the future,
it will disclose any departures in the relevant
annual report.

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
A copy of the Audit & Risk Committee charter is
available on Steadfast’s website at
www.steadfast.com. The Audit & Risk Committee
charter discloses that the committee’s
responsibilities in relation to the external audit
include:

to conduct audit tenders when considered
necessary and recommend the
appointment of an external auditor;

to assess the performance of the external
auditor on an annual basis and to consider
whether it is appropriate to propose to the
Board that an auditor be removed, or that
competitive tenders for audit work be
sought.
Principle 5 – Make timely and balanced disclosure
Companies should promote timely and balanced disclosure of all material matters concerning the company
Recommendation 5.1
Companies should establish written policies designed
to ensure compliance with ASX Listing Rule disclosure
requirements and to ensure accountability at a senior
executive level for that compliance and disclose those
policies or a summary of those policies.
Steadfast has established a Disclosure and
Communication Policy which supports its
commitment to the continuous disclosure
obligations imposed by law and effective
communication to the market (in addition to
communication with shareholders as described
below).
The Disclosure and Communication Policy outlines
the processes that Steadfast implements to ensure
compliance with those obligations, particularly at
the senior executive level through the
establishment of a Disclosure Committee which
currently comprises the Chief Executive Officer,
Chief Financial Officer and Group Company
Secretary and General Counsel.
Recommendation 5.2
Companies should provide the information indicated in
the Guide to reporting on Principle 5.
A copy of the Disclosure and Communication
Policy is available on Steadfast’s website at
www.steadfast.com.
If Steadfast proposes to depart from
Recommendations 5.1 or 5.2 in the future, it will
disclose any departures in the relevant annual
**report. **
Principle 6 – Respect the rights of shareholders
Companies should respect the rights of shareholders and facilitate the effective exercise of those rights
Recommendation 6.1
Companies should design a communications policy for
promoting effective communication with shareholders
and encouraging their participation at general meetings
and disclose their policy or a summary of that policy.
Steadfast has established a Disclosure and
Communication Policy which supports its
commitment to effective communication with
shareholders and encourages participation by
shareholders at general meetings (in addition to
supporting its continuous disclosure obligations as
described above).
Recommendation 6.2
Companies should provide theinformation indicatedin
A copy of the Disclosure and Communication
Policy is available on Steadfast’s website at
www.steadfast.com.

Steadfast Group Limited

ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
the Guide to reporting on Principle 6. If Steadfast proposes to depart from
Recommendations 6.1 or 6.2 in the future, it will
disclose any departures in the relevant annual
report.
Principle 7 – Recognise and manage risk
_Companies should establish a sound system of risk oversight and management of internal control _
Recommendation 7.1
Companies should establish policies for the oversight
and management of material business risks and
disclose a summary of those policies.
Steadfast has established a Risk Management
Policy which sets out its approach to the oversight
and management of risks. A copy of the Risk
Management Policy is available on Steadfast’s
website at www.steadfast.com.
Recommendation 7.2
The Board should require management to design and
implement the risk management and internal control
system to manage the company's material business
risks and report to it on whether those risks are being
managed effectively. The Board should disclose that
management has reported to it as to the effectiveness
of the company's management of its material business
risks.
Steadfast management are responsible for
managing operational risk and implementing risk
mitigation measures. The Audit & Risk Committee
is responsible for reviewing management’s
approach to the management of risks and
reviewing the internal audit function.
The Chief Executive Officer and members of senior
management are required to:

identify and prioritise material business
risks;

review and assess the current and planned
approach to managing material business
risks; and

periodically report to the Board and the
Audit & Risk Committee on material
business risks.
Steadfast currently intends to disclose whether
management has reported to it as to the
effectiveness of Steadfast’s management of its
**material business risks in future annual reports. **
Recommendation 7.3
The Board should disclose whether it has received
assurance from the Chief Executive Officer (or
equivalent) and the Chief Financial Officer (or
equivalent) that the declaration provided in accordance
with section 295A of the Corporations Act is founded on
a sound system of risk management and internal
control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
The Board has a process in place to receive written
assurances from the Chief Executive Officer and
Chief Financial Officer that the declarations that will
be provided under section 295A of the
Corporations Act are founded on a sound system
of risk management and internal control and that
the system is operating in all material respects in
relation to financial reporting risks. The Board will
seek these assurances prior to approving the
annual financial statements for the year ended 30
June 2013, and prior to approving all half year and
fullyear results.
Recommendation 7.4
Companies should provide the information indicated in
the Guide to reporting on Principle 7.
If Steadfast proposes to depart from
Recommendations 7.1, 7.2, 7.3 and 7.4 in the future,
it will disclose any departures in the relevant
annual report.
As set out above, a copy of the Risk Management
Policy is available on Steadfast’s website at

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
www.steadfast.com.
Principle 8 – Remunerate fairly and responsibly
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its
_relationship to performance is clear _
Recommendation 8.1
The Board should establish a remuneration committee
The Board has established a Remuneration &
Succession Planning Committee which:

establishes, amends, reviews and
approves the compensation and benefit
plans for Steadfast’s senior management
and employees and reviews the
performance of Steadfast’s executive
officers with respect to these elements of
compensation; and

reviews the succession planning for key
executives of 20 largest Steadfast Equity
Brokers, measured by size of brokerage
**income. **
Recommendation 8.2
The remuneration committee should be structured so
that it:

consists of a majority of independent
Directors;

is chaired by an independent Chair;

has at least three members.
The Remuneration & Succession Planning
Committee is currently comprised of 6 Non-
Executive Directors, the majority of whom are
independent. The Directors current serving on the
Remuneration & Succession Planning Committee
are David Liddy, Frank O’Halloran, Philip Purcell,
Greg Rynenberg, Jonathan Upton and Anne
O’Driscoll.
The Chairman of the Remuneration & Succession
Planning Committee is David Liddy who is an
independent Director.
Recommendation 8.3
Companies should clearly distinguish the structure of
Non-Executive Directors’ remuneration from that of
executive Directors and senior executives.
The Remuneration & Succession Planning
Committee is responsible for reviewing and
recommending to the Board remuneration
arrangements of senior executives and Directors,
equity based incentive plans and other employee
benefit programmes.
Steadfast distinguishes the remuneration of
executive Directors and senior executives from that
of non-executive Directors by offering the
Managing Director & CEO and other senior
executives a mix of fixed and incentive
remuneration in certain circumstances (e.g., under
the short term incentive plan and long term
incentive plan). Remuneration of non-executive
directors is fixed.
Recommendation 8.4
Companies should provide the information indicated in
the Guide to reporting on Principle 8.
Steadfast currently intends to report on the number
of Remuneration & Succession Planning
Committee meetings held and the names and
qualifications of Remuneration & Succession
Planning Committee members and their attendance
at committee meetings in future annual reports.
Steadfast does not currently have in place any
**schemes for retirement benefits, other than **

Steadfast Group Limited

ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

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ASX Corporate Governance Council Principle /
Recommendation
Compliance by Steadfast
superannuation, for Non-Executive Directors.
If Steadfast proposes to depart from
Recommendations 8.1, 8.2, 8.3 and 8.4 in the future,
it will disclose any departures in the relevant
annual report.
Under Steadfast’s Security Trading Policy, certain
designated persons are prohibited from entering
into transactions or arrangements with anyone
which could have the effect of limiting their
exposure to risk relating to an element of their
remuneration that:

has not vested; or

has vested but remains subject to a
holding lock.
Steadfast has a policy relating to certain
designated persons prohibiting entering into
margin lending arrangements relating to
Steadfast’s shares, prohibiting short term or
speculative trading in Steadfast’s shares or in
financial products associated with Steadfast’s
securities and prohibiting dealing in financial
products associated with Steadfast’s securities.
Copies of the Remuneration & Succession Planning
Committee charter and the Securities Trading
Policy are available on Steadfast’s website at
www.steadfast.com.

Steadfast Group Limited ABN: 98 073 659 677 Level 3, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au