Steadfast : AGM Reporting Document

Agenda

1. Consideration of reports

To consider and receive the financial report for the Company and its controlled entities, the directors' report and auditor's report for the financial year ended 30 June 2021 as set out in the Company's 2021 Annual Report.

There is no vote on this Item.

2. Remuneration report

To consider, and if thought appropriate, pass the following resolution as an advisory resolution:

"That the remuneration report (set out in the directors' report) for the financial year ended 30 June 2021 be adopted."

3. Grant of equity to CEO

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That the following be approved:

1. for the purposes of ASX Listing Rule 10.14 and for all other purposes:
2. 1. the grant to Mr Robert Kelly of deferred equity awards under the Company's long-term and short-term incentive schemes in relation to Mr Kelly's FY21 remuneration;

1. the issue (or transfer) to and acquisition by Mr Robert Kelly of Steadfast ordinary shares in relation to Mr Kelly's FY21 remuneration on vesting of the relevant deferred equity awards into Steadfast ordinary shares; and

1. for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, the giving of all benefits to Mr Robert Kelly referred to in paragraph 3(a) in connection with Mr Robert Kelly ceasing to hold an office or position of employment with the Company or a related body corporate in circumstances of death, genuine retirement, redundancy or total and permanent disablement,

in each case, as set out in the Explanatory Notes which form part of this Notice of Meeting."

4. Approval to refresh Steadfast's placement capacity

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That the issue of an aggregate of 92,646,543 ordinary shares in Steadfast under the Institutional Placement (as described in the explanatory notes to this notice of meeting) is ratified for all purposes, including for ASX Listing Rule 7.4."

5. To increase the maximum aggregate fees payable to non-executive directors

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That approval be given for the purposes of the constitution of the Company, the ASX Listing Rules (including ASX Listing Rule 10.17) and for all other purposes for an increase in the maximum aggregate fees payable to all non- executive directors of the Company from $1,500,000 per financial year approved in 2019 to $2 million per financial year, with effect from the financial year commenced 1 July 2021."

6. Election of director - Ms Vicki Allen

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That Ms Vicki Allen is elected as a non- executive director of the Company."

7. Re-election of director - Mr David Liddy

AM

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That Mr David Liddy AM is re-elected as a non- executive director of the Company."

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8. Re-election of director - Ms Gai McGrath

To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:

"That Ms Gai McGrath is re-elected as a non- executive director of the Company."

The Chairman of the AGM intends to vote undirected proxies able to be voted in favour of the resolutions contained in Items 2 to 8 inclusive.

Further information in relation to each resolution to be considered at the AGM is set out in the attached Explanatory Notes.

By order of the Board.

Linda Ellis

Group Company Secretary & Corporate Counsel

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Explanatory notes on the business to be transacted at the 2021 AGM

Resolutions in Items 3-8 are ordinary resolutions and, to be passed, must be passed by more than 50% of the votes cast by shareholders present (in person online, by proxy or by representative) and entitled to vote on the resolution.

Item 1 - Consideration of reports

As required by section 317 of the Corporations Act 2001 (Cth) (Corporations Act), the financial report, directors' report and auditor's report of the Company and its subsidiaries for the most recent financial year will be laid before the AGM. There will be no formal resolution put to the AGM.

The reports are available on the Steadfast investor website at https://investor.steadfast.com.au.

Following consideration of the reports, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company. The Chairman will also give shareholders a reasonable opportunity to ask the auditor questions relevant to:

• the conduct of the audit;
• the preparation and content of the auditor's report;
• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
• the independence of the auditor in relation to the conduct of the audit.

Item 2 - Remuneration report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present the Company's remuneration report to shareholders for consideration and adoption at the AGM. The remuneration report outlines Steadfast's remuneration philosophy, framework and outcomes for the financial year ended 30 June 2021. The remuneration report is located in the Company's 2021 Annual Report on pages 52 - 73 and is also available on the Steadfast investor website at https://investor.steadfast.com.au. Shareholders will have a reasonable opportunity to ask questions and comment on the remuneration report at the AGM.

The Company's remuneration structure is designed to align executive and shareholder interests, retain talent and support long term value creation for shareholders by providing competitive remuneration and rewards for exceptional performance and strong earnings per share growth. The Company obtains periodic independent input to confirm the appropriateness of these arrangements, and obtained input from Godfrey Remuneration Group during FY21. Amendments have been made for FY22 and these are summarised on pages 51, 61 and 62 of the 2021 Annual Report.

The vote on this resolution is advisory only and does not bind the directors or the Company. Nevertheless, the Board will take into account the outcome of the vote when considering the future remuneration arrangements of the Company.

As a result of provisions in the Corporations Act known generally as the "two strikes rule", shareholders should note that the result of the vote on this resolution may affect next year's AGM: if 25% or more of the votes cast on this resolution are "against" the resolution both at the 2021 AGM and the 2022 AGM, then a further resolution on whether to hold a meeting to spill the Board would need to be considered at the 2022 AGM.

Noting that each director has a personal interest in their own remuneration from the Company as described in the remuneration report, the Board recommends that shareholders vote

in favourof the resolution in Item 2.

The Chairman of the AGM intends to vote undirected proxies able to be voted

in favourof this resolution.

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Voting exclusion - Item 2

Item 2 is a resolution connected directly or indirectly with the remuneration of members of the Company's key management personnel (KMP).

1. Subject to 2. below, a vote must not be cast (in any capacity) on the resolution in this Item 2 by or on behalf of a member of the Company's KMP, details of whose remuneration are included in the remuneration report, or their closely related parties (as defined under the Corporations Act), except that a vote may be cast on the resolution in this Item 2 by a KMP, or a closely related party of a KMP, if:
2. 1. the vote is cast as a proxy appointed in writing that expressly specifies how the proxy is to vote on the resolution in this Item 2; and
   2. the vote is not cast on behalf of a KMP or a closely related party of a KMP.
3. If you either appoint the Chairman of the AGM as your proxy or the Chairman of the AGM is appointed as your proxy by default,* and you do not direct your proxy how to vote on the resolution in this Item 2 on the proxy form, you will be expressly authorising the Chairman of the AGM to exercise your proxy in favour of the resolution in this Item 2 even though Item 2 is connected directly or indirectly with the remuneration of KMP, including the Chairman of the AGM.

• If no proxy was identified in your lodged proxy form or your nominated proxy does not attend the AGM or does attend but does not vote in a circumstance where you have directed your proxy how to vote.

Item 3 - Grant of equity to CEO

Approval of grant of equity to

Mr Robert Kelly

Mr Kelly's participation in the

Company's STI and LTI Plans

Item 3 deals with the proposed grant of deferred equity awards (DEAs) to Mr Kelly, Managing Director & CEO, under the Company's short-term incentive plan (STI Plan) and long- term incentive plan (LTI Plan). As he is a director of the Company, shareholder approval to permit Mr Kelly to acquire DEAs and Steadfast shares under the Company's STI Plan and LTI

Plan is required under ASX Listing Rule 10.14.1. Specifically, the Board intends to grant Mr Kelly an initial number of 422,571 DEAs which are contractual rights to receive, upon vesting, one Steadfast ordinary share per DEA at no cost as part of his FY21 remuneration, subject to the terms and conditions described in the Further Details of the Steadfast FY21 STI and LTI Plans (as attached to these Explanatory Notes and provided in accordance with ASX Listing Rule

10.15.9 which requires material terms of any agreement under which securities are to be issued to be disclosed). DEAs are the form of security granted to Mr Kelly and other executives as they:

• align the interests of Mr Kelly and shareholders because vesting into Steadfast shares is performance-related and at risk;
• provide an opportunity for Mr Kelly to acquire equity in Steadfast as a reward for underlying EPS and TSR growth (discussed further below);
• encourage retention because continued employment is a condition of vesting;
• provide an opportunity for the Board to exercise discretion to adjust any unvested performance- related remuneration (ie DEAs) downwards if it is appropriate to do so, including in circumstances of malus.

Further details about Steadfast's approach to its remuneration framework is provided below and in the 2021 remuneration report.

The Company attributes a value of $4.37 to each DEA on the basis of a share price of $4.95 at 6 September 2021 and appropriate option pricing valuation methodology advised by an independent accounting firm.

The key elements of the total remuneration paid to Mr Kelly are:

• fixed remuneration of cash salary, superannuation and non-monetary benefits;
• an annual incentive under the Company's STI Plan; and
• a long-term incentive under the Company's LTI Plan.

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