STEADFAST GROUP LIMITED — Capital/Financing Update 2015

Feb 15, 2015

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

Steadfast Group Limited

ABN

98 073 659 677

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).

$\mathbf 1$ $\pm$ Class of $\pm$ securities issued or to | be issued

Fully paid ordinary shares.

+ See chapter 19 for defined terms.

$\overline{2}$	Number of + securities issued orto be issued (if known) ormaximum number which maybe issued	fully paidApproximately 238,095,239ordinary shares ("New Shares") pursuant toa placement to institutional investors("Placement") and the accelerated non-renounceable pro rata entitlement offer("ANREO"). The ANREO comprises aninstitutional component ("InstitutionalEntitlement Offer") andaretailcomponent ("Retail Entitlement Offer").It is proposed that the following number ofNew Shares will be issued under thePlacement and the ANREO:under the Placement: 88,591,744; andunder the ANREO: approximately$\bullet$167,784,331.However, the exact number of New Sharesto be issued pursuant to the ANREO is notknown at the date of this Appendix 3B as itremains subject to reconciliation ofshareholder entitlements and the effects ofrounding.
3	ofthePrincipalterms+securities(e.g. if options,exercise price and expiry date; ifpartly paid + securities,theamount outstanding and duedatesifforpayment;+convertiblesecurities,theconversion price and dates forconversion)	The New Shares will have the same terms asexisting fully paid ordinary sharesinSteadfast Group Limited ("Steadfast").

+ See chapter 19 for defined terms.

Do the +securities rank equally $\overline{4}$ in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do the extent to which they
• participate for the next dividend, (in the case of a distribution) trust. $\alpha r$ interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution $\alpha$ r interest payment
• Issue price or consideration $\overline{5}$
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes, the New Shares will rank equally in all respects with existing fully paid ordinary shares in Steadfast.

However, the New Shares will not be entitled to the interim dividend announced on 16 February 2015.

$1.26 per New Share

The net proceeds of the Placement and ANREO will be used by Steadfast to:

• partly fund the acquisitions by Steadfast $\bullet$ of Underwriting Agencies of Australia Pty Ltd (ACN 003 565 302), CHU Underwriting Agencies Pty Limited (ACN 001 580 070) and Corporate Underwriting Agencies Pty Limited (ACN 002 809 298) (together, the Acquisitions) from OBE Insurance Group Limited;
• fund the acquisition of the Australian and New Zealand insurance broking business of IC Frith; and
• pay for the costs of the acquisitions and the Offer.
• 6a Is the entity an +eligible entit that has obtained securit holder approval under rule 7.1A

If Yes, complete sections 6b - 6 in relation to the +securities th subject of this Appendix 3B, an comply with section 6i

tyty$\ddot{.}$	$\sqrt{N_0}$
śhıeıd

+ See chapter 19 for defined terms.

6 b	The date the security holderresolution under rule 7.1A waspassed	Not applicable
6c	Number of + securities issuedwithout security holder approvalunder rule 7.1	88,591,744 under the Placement.
6d	Number of + securities issuedwith security holder approvalunder rule 7.1A	Not applicable
6e	Number of + securities issuedwith security holder approvalunder ruleanother7.3,orspecific security holder approval(specify date of meeting)	Not applicable
6f	Number of + securities issuedunder an exception in rule 7.2	Approximately 167,784,33 under the ANREO
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 underrulefor7.1Anon-cashconsideration,datestateonvaluationwhichofconsideration was released toASX Market Announcements	Not applicable
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A - complete Annexure 1and release to ASX MarketAnnouncements	Please see Annexure 1
7	+ Issue datesNote: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date for apro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	Offer is Thursday, 26 February.March 2015.	The issue date of New Shares under thePlacement and Institutional EntitlementThe issue date of New Shares under theRetail Entitlement Offer is Wednesday, 11
		Number	+ Class

$+$ See chapter 19 for defined terms.

8	Number+ securities(including the + securitiessection 2 if applicable)	and + class of allquotedon ASX	in	After completion ofthe Placement andANREO there will beapproximately741,448,231 fully paidordinary Steadfastshares on issue. Thisis based on503,352,992 fullypaid ordinarySteadfast sharescurrently on issue asat the date of thisAppendix 3B plusthe approximately238,095,239 NewShares proposed tobe issued under thePlacement andANREO, subject tothe reconciliation ofshareholderentitlements androunding.	shares	Fully paid ordinary
---	---------------------------------------------------------------------------------------------------------	---------------------------------------------------	----	-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	--------	---------------------	--

+ See chapter 19 for defined terms.

• Number and +class of all $\overline{9}$ +securities not quoted on ASX (including the +securities in section 2 if applicable)
• Dividend policy (in the case of a $1010$ trust, distribution policy) on the increased capital (interests)

Number $+C$ lass None Not applicable

Steadfast's dividend policy will apply to the New Shares in the same way it applies to existing fully paid ordinary Steadfast shares.

Part 2 - Pro rata issue

11	holdersecurityapproval1srequired?	No, shareholder approval is not required tooffer New Shares pursuant to the ANREO.
$12 ,$	Is the issue renounceable or non-renounceable?	Non-renounceable
13	Ratio in which the + securitieswill be offered	1 New Share for every 3 Steadfast shares.
14	+ Class of + securities to which the offer relates	Fully paid ordinary shares.
15	*Record datedeterminetoentitlements	7.00pm (AEDT) Thursday, 19 February 2015
16	Willholdingsdifferentonregisters (orsubregisters)becalculatingaggregatedforentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Fractional entitlements will be rounded upto the nearest whole number of NewShares.
18	Names of countries in which theentity has security holders whowill not be sent new offerdocuments	Under the Retail Entitlement Offer, allcountries other than Australia and NewZealand.
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	Such shareholders will be sent a letter inrelation to the Entitlement Offer for theirinformation only.

+ See chapter 19 for defined terms.

10	Closing date for receiptacceptances or renunciations	of The closing date for acceptances under the Institutional Entitlement Offer is 3.00pm(AEDT) Tuesday, 17 February 2015.
		The closing date for acceptances under theRetail Entitlement Offer is 5.00pm (AEDT)Wednesday, 4 March 2015.

$+$ See chapter 19 for defined terms.

20	Names of any underwriters	$(T^{\prime})$Australia LimitedJ.P.MorganMorgan ") andMacquarieCapital(Australia) Limited ("Macquarie Capital")
21	Amount of any underwriting feeor commission	JP Morgan and Macquarie Capital willreceive an underwriting fee of 1.90% plus amanagement fee of 0.48% calculated onthe gross combined proceeds of thePlacement and ANREO (to be sharedbetween them equally).
22	Names of any brokers to theissue	Not applicable
23	Fee or commission payable to thebroker to the issue	Not applicable
24	Amount of any handling feepayable 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	No prospectus is being prepared for theANREO. A Retail Offer Booklet with apersonalised entitlement and acceptanceform is expected to be lodged with ASX onWednesday,18February2015anddespatched to eligible shareholdersonMonday, 23 February 2015.An investor presentation will also be
		provided to the ASX and attached to theRetail Offer Booklet.
27	If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise,the date on whichnotices will be sent to optionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable

+ See chapter 19 for defined terms.

Date rights trading will end (if Not applicable 29 applicable) How do security holders sell Not applicable $30°$ their entitlements in full through a broker? How do security holders sell part Not applicable $31$ of their entitlements through a

broker and accept for the

balance?

+ See chapter 19 for defined terms.

3 2	How do security holders disposeof their entitlements (except bysale through a broker)?	Not applicable
-33	+ Issue date	The issue date of New Shares under thePlacement and Institutional EntitlementOffer is Thursday, 26 February.
		The issue date of New Shares under theRetail Entitlement Offer is Wednesday, 11March 2015.

Part 3 - Quotation of securities

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

Type of +securities 34 (tick one)

$(a)$

$(b)$

*Securities described in Part 1

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

• If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 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

A copy of any trust deed for the additional +securities

37

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

Number of +securities for which | Not applicable $38$ +quotation is sought +Class of +securities for which | 39 Not applicable quotation is sought Do the +securities rank equally in $40^{\circ}$ Not applicable all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do $\bullet$ the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Reason for request for quotation Not applicable $41$ now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) +Class Number +class of all Number and Not applicable $42$ +securities quoted on ASX (including the +securities in clause $38)$

+ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Linha Cellis

Date: 16.2.15

Sign here:

(Director/Company secretary)

Print name:

Linda Ellis

---

+ See chapter 19 for defined terms.

+ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:
Number of fully paid +ordinary securities$\bullet$issued in that 12 month period under anexception in rule 7.2
Number of fully paid + ordinary securities$\bullet$issued in that 12 month period withshareholder approval
Number of partly paid +ordinary٠securities that became fully paid in that12 month period
Note:Include only ordinary securities here -$\bullet$other classes of equity securities cannotbe addedInclude here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues of$\bullet$securities on different dates as separateline items
Subtract the number of fully paid + ordinarysecurities cancelled during that 12 monthperiod
"A"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of + equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule7.1 or rule 7.4
Note:This applies to equity securities, unlessspecifically excluded - not just ordinarysecuritiesInclude here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues ofsecurities on different dates as separateline items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.15] - "C"	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of + equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:This applies to equity securities - notjust ordinary securitiesInclude here $-$ if applicable $-$ the$\bullet$securities the subject of the Appendix3B to which this form is annexedDo not include equity securities issued$\bullet$under rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtainedIt may be useful to set out issues of$\bullet$securities on different dates as separateline items"F"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.10] – "E"	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.