STEADFAST GROUP LIMITED — Capital/Financing Update 2019

Sep 18, 2019

19 September 2019

Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Completion of SPP and Appendix 3B

The Share Purchase Plan (SPP) announced on 21 August 2019 has now closed, raising a total of approximately $19m, with 1,234 shareholders participating. All eligible shareholders who applied for the SPP will receive their full allocation of new ordinary shares in Steadfast which will be issued at a price of $3.38 per share and allotted on Thursday 19 September 2019. Holding statements and confirmation advices are expected to be sent to participating Steadfast shareholders on or around 20 September 2019.

Appendix 3B pertaining to the SPP is attached.

Yours faithfully

Linda Ellis Group Company Secretary & Corporate Counsel

Level 4, 99 Bathurst Street, Sydney NSW 2000 PO Box A980, South Sydney NSW 1235 T +61 (02) 9495 6500 W steadfast.com.au

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 (Steadfast Group)

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).

1	+Class of +securities issued or to	Fully paid ordinary shares ("Shares").
	be issued

+ See chapter 19 for defined terms.

2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	5,641,279 Shares issued pursuant to a SharePurchase Plan("SPP")as detailed in theASX announcement on 21 August 2019.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

The Shares have the same terms as and rank equally with existing full paid ordinary shares.

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 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
• 5 Issue price or consideration $3.38 per Share

From the issue date, the Shares issued under the SPP will rank equally with the existing fully paid ordinary shares in Steadfast on issue. However, the Shares will not be entitled to the FY2019 final dividend.

The issue price is the lesser of:

• $3.38 per Share, being the price at which shares were issued under the institutional placement which was announced as completed on 22 August 2019 ("Placement"); and • the price that is a 1% discount to the volume weighted average price ("VWAP") of Shares traded on the ASX over the 5 trading days up to, and including, the day on which the SPP closed (Thursday, 12 September 2019) (rounded down to the nearest cent).
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

The purpose of the Offer is to fund further insurance brokerage and underwriting agency acquisitions, the payment of consideration to any Steadfast Network brokerages who elect to receive the cash alternative for the PSF Rebate Acquisition (as described in the announcement dated 21 August 2019, and for general corporate purposes).

+ See chapter 19 for defined terms.

6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	N/A
6b	The date thesecurity holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	N/A
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	N/A
6f	Number of +securities issuedunder an exception in rule 7.2	N/A
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.	N/A
6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhichvaluationofconsideration was released toASX Market Announcements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	N/A

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
828,263,033	Fully paidordinary shares

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	Class
N/A

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No change

19 September 2019

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A

+ See chapter 19 for defined terms.

16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
19	Closingdateforreceiptofacceptances or renunciations	N/A

• See chapter 19 for defined terms.

balance?

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do securityholders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell part	N/A

of their entitlements through a broker and accept for the N/A

• 22 Names of any brokers to the

• 23 Fee or commission payable to the

04/03/2013 Appendix 3B Page 7

• 32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A
• 33 +Issue date N/A

N/A

Part 3 - Quotation of securities

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

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) All other +securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought

N/A

• 39 +Class of +securities for which quotation is sought
  • N/A

N/A

40 Do the +securities rank equally 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 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
• 41 Reason for request for quotation now N/A

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+Class
N/A

Quotation agreement

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

+ See chapter 19 for defined terms.

• 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 +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................................... Date:............... Company secretary

19 September 2019

Print name: Linda Ellis

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