SWIFT TV LTD — Capital/Financing Update 2013

Sep 29, 2013

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

Name of entity

Stanfield Funds Management Limited

ACN

006 222 395

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).

+Class of +securities issued or to | N/A $\mathbf{I}$ be issued

Number of +securities issued or $N/A$ $\overline{2}$ to be issued (if known) or maximum number which may be issued

Principal the of $\overline{\mathbf{3}}$ terms *securities (eg, if options, exercise price and expiry date; if +securities, partly paid the amount outstanding and due dates for payment; $if$ +convertible securities, the conversion price and dates for conversion)

13,542 Options expired unexercised on 30 September 2013.

+ See chapter 19 for defined terms.

+ See chapter 19 for defined terms.

• Number of +securities issued $\sqrt{\text{N/A}}$ $6d$ with security holder approval under rule 7.1A
• Number of $+$ securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of securities issued $N/A$ 6f under an exception in rule 7.2
• If securities issued under rule $N/A$ 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• If securities were issued under 6h rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining $6i$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering +securities | $\overline{7}$ $N/A$ into uncertificated holdings or despatch of certificates
• 8 Number and +class of all *securities quoted on ASX (including the securities in section 2 if applicable)

Number	+ Class
3,776,476	Ordinary

$N/A$

$N/A$ $N/A$

• See chapter 19 for defined terms.

Appendix 3B Page 3

	Number	+ Class
Number and $\pm$ class of all $\pm$ 100,000		Convertible Note
+ securities not quoted on ASX $\vert$ 100,000(including the securities insection 2 if applicable)		Options at $2/sharewith expiryon03/02/2015

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

$N/A$

Part 2 - Bonus issue or pro rata issue

• Is security holder approval $\mathbf{H}$ required?
• Is the issue renounceable or non- $12,$ renounceable?
• Ratio in which the +securities $13$ will be offered
• $^+$ Class of $^+$ securities to which the 14 offer relates
• +Record date 15 to determine entitlements
• Will holdings on different 16 registers (or subregisters) be aggregated $for$ calculating entitlements?
• Policy for deciding entitlements 17 in relation to fractions
• $18,$ Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

+ See chapter 19 for defined terms.

• Closing date for receipt of 19 acceptances or renunciations
• Names of any underwriters $20$
• Amount of any underwriting fee $21$ or commission
• Names of any brokers to the $22$ issue
• Fee or commission payable to the 23 broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of +security holders
• If the issue is contingent on 25 *security holders' approval, the date of the meeting
• Date entitlement and acceptance 26 form and prospectus or Product Disclosure Statement will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if $28$ applicable)
• Date rights trading will end (if 29 applicable)
• How do +security holders sell 30 their entitlements in full through a broker?
• How do +security holders sell 31

Appendix 3B New issue announcement

	of theirentitlementspartthrough a broker and accept forthe balance?
3 2	How do + security holders disposeof their entitlements (except bysale through a broker)?
33	+ Despatch datePart 3 - Quotation of securities
34	You need only complete this section if you are applying for quotation of securities
	Type of securities(tick one)
(a)	Securities described in Part 1

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
• If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 +quotation is sought
• Class of +securities for which 39 quotation is sought
• 40 Do the +securities rank equally in all respects from the date of allotment 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
• Reason for request for quotation $41$ now

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

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

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

Number	+ Class

Appendix 3B Page 7

+ See chapter 19 for defined terms.

Ouotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ 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 *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 $\overline{3}$ 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 not available now, 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.

Date: $30/9/13$ Sign here: (Director/Company secretary) Print name: == == == == ==

+ See chapter 19 for defined terms.