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1 Australian Finance Group Lt ACN Short Term Incentive Plan Rules Aopte 1 May 2015

2 STIP Rules 1 Introuction This Short Term Incentive Plan is esigne to awar cash bonus Awars to Eligible Employees. The Awars are an annual at risk bonus an are esigne to rewar certain Eligible Employees for overall achievement of esignate financial targets by the Company. Eligible Employees will be grante Rights to be pai certain Awars uner the STIP base on their role in the Company, an subject to Target Performance threshols being met. Awars for employees who join or leave employment with the Company uring a relevant incentive perio will be governe by these STIP Rules. Awars will be mae in relation to achievement of a Target Performance. The Boar, in conjunction with the Committee, will etermine the amount of the Awar payable to Participants following a review of financial statements an performance review processes for the relevant Incentive Perio. These Rules outline the terms an conitions upon which STIP participation will be regulate, incluing: the scope of the STIP (Rule 2); the process for granting Rights an Awars, an the nature of those Awars uner the STIP (Rule 3); the eligibility of employees to participate in the STIP, incluing the rules regulating any cessation of employment (Rule 4); an the aministration of the STIP, incluing the power of the Boar to amen the STIP (Rule 5). Capitalise terms are efine in Rule 6 of these Rules. 2 Scope of the STIP () (e) The purpose of the STIP is to provie short term financial incentives to Eligible Employees base on the Company s annual profit achievement, the Eligible Employee's epartment or team's performance an/or the Eligible Employee's iniviual performance. The grant of Rights or Awars on a particular basis in any year oes not create any right or expectation of the grant of Rights or Awars on the same basis, or at all, in any future year. This ocument sets out the entire terms an conitions of the STIP an supersees any prior arrangement or unerstaning, whether in writing or oral, between the Company an its Eligible Employees with respect to short term incentive plans for any Eligible Employees. These Rules will not form part of an are not incorporate into any contract of any Participant or Eligible Employee (whether or not they are an employee of the Group). Nothing in this STIP is intene to guarantee tenure of employment with the Company or the Group an participation in the STIP oes not confer on any employee any right to future employment an oes not affect any rights which page 2

3 STIP Rules Rights an Awars uner the STIP (f) (g) any member of the Group may have to terminate the employment of any Participant. Unless the subject of an express provision in an employment contract, the rights an obligations of any employee uner the terms of their office, employment or contract with the Company are not affecte by their Rights or Awars uner the STIP. No Participant has any right to compensation for any loss in relation to the STIP, incluing: (1) any loss or reuction of any Rights or expectations uner the STIP in any circumstances or for any reason (incluing lawful or unlawful termination of employment or the employment relationship); (2) the operation, suspension, termination or amenment of the STIP; or (3) lapse or forfeiture (as applicable) of any Rights or Awars uner the STIP. 3 Rights an Awars uner the STIP The STIP is esigne to rewar Eligible Employees for achievement of a projecte Target Performance for a particular financial year. The Awar is esigne to rewar high or on target performance for the Company. 3.1 Offer terms an conitions to take preceence To the extent of any inconsistency, any terms an conitions attaching to a Right or Awar avise in writing to an Eligible Employee by the Boar in an Offer will prevail over any other provision of these Rules. The Boar may make an Awar or grant a Right to an Eligible Employee uner this STIP whether or not an Offer has been mae to that Eligible Employee. 3.2 Information to be provie to Eligible Employees When the Boar makes an Offer to an Eligible Employee, or otherwise invites an Eligible Employee to participate in the STIP, the Boar will avise that Eligible Employee of the following minimum information in connection with their participation in the STIP: the nature of the Target Performance measures an any criteria by which the Awar an payment will be assesse; how any Awar will be treate if the Eligible Employee ceases employment with AFG, an any iscretions retaine by the Boar uner rule 3.5 in this regar; any circumstances in which a Participant s entitlement to an Awar uner the STIP may be reuce or extinguishe pursuant to the rules uner rules 4.1 or Target Performance amounts The amount of an Eligible Employee s Awar will be etermine at the iscretion of the Committee an approve by the Boar. The Target Performance amounts payable to each Participant will be etermine in relation to their particular remuneration consierations page 3

4 STIP Rules Eligibility uner the STIP 3.4 Annual assessment of Awars () The STIP shall operate on a financial year basis, i.e. 1 July to 30 June. Awar payments will be mae no later than the en of October in the year following an Incentive Perio, i.e. FY2016 Awars woul be pai by the en of October The Committee will make an annual recommenation to the Boar as to the proportion of the target Awar payable to each Eligible Employee, taking into account: (1) the complete Financial Statement auit for the relevant Incentive Perio; an (2) the Performance review process for the relevant Incentive Perio. The Boar may approve the recommenation of the Committee, or may make a ifferent etermination at its iscretion, taking into account any unbugete extraorinary items. 3.5 Discretion of the Boar to make Awars From time to time, on the recommenation of the Committee, the Boar may exercise its iscretion to etermine that an Eligible Employee be pai an Awar in relation to a special project or special circumstance. 3.6 Timing an metho of payment () The Company will pay Eligible Employees any Awar payments owing to them as soon as practicable after the en of the Incentive Perio. Any Awar payments owing to an Eligible Employee will be pai in the form of a cash payment. Any payment of an Awar uner this STIP may not be eferre. Eligible Employees who have a change in Target Performance criteria uring an Incentive Perio will be pai an Awar prorate across the relevant $ amounts base on the time spent uner each Target Performance criteria. 3.7 Superannuation The total amount of the Awar payable will incorporate any legislate an payable superannuation, i.e. comprise of a cash component an a superannuation component. 4 Eligibility uner the STIP 4.1 Eligibility for a Right or Awar Eligibility for an Awar uner this STIP requires strict compliance to AFG s company policies an compliance with all relevant legislative an regulatory requirements. Non-compliance, as etermine by the Boar, will constitute grouns for cancellation of eligibility for Rights or an Awar uner this STIP. Eligibility for a Right or an Awar payment requires an employee to be employe an not uner notice of resignation or termination, until at least the completion of the perio of the Incentive Perio is achieve page 4

5 STIP Rules Eligibility uner the STIP () Only in the cases of retirement or bona fie reunancy will a participating an otherwise Eligible Employee be eligible for an Awar (either in part or in whole) when having left (or signalle the intent to leave) the employment of the Company uring a year in which the STIP is operating. Participating Eligible Employees who start employment (or become eligible for a Right or Awar) uring a STIP year must have complete their probationary perio prior to the en of the Incentive Perio to be eligible for a prorate Awar. 4.2 Preventing inappropriate benefits Where, in the opinion of the Boar: (1) a Participant: (A) (B) (C) (D) (E) has acte frauulently or ishonestly; has engage in gross misconuct; has one an act which has brought the Company, the Group or any entity within the Group into isrepute; has breache his or her uties or obligations to the Group; or is convicte of an offence or has a jugment entere against them in connection with the affairs of the Group; or (2) there is a Financial Misstatement Circumstance; or (3) a Participant receive a Right or Awar as a result of the frau, ishonesty or breach of uties or obligations of any other person an, in the opinion of the Boar, the Right or Awar woul not have otherwise have been grante; or (4) the Company is require by or entitle uner law or Company policy to reclaim remuneration from a Participant, the Boar may etermine that: (5) a Participant must forfeit any Rights to an Awar payment, or repay (as the case may be) to the Company as a ebt any cash payment receive uner the STIP or Awar process. The Boar may specify in an Offer or otherwise as provie in rule 3.1 aitional or ifferent circumstances in which a Participant s Rights or Awar may be reuce or extinguishe. 4.3 Cessation of employment The Boar, in its iscretion, may etermine that some or all of a Participant s Rights: (1) lapse; (2) are forfeite; (3) will immeiately be fulfille by payment of part or whole of the amount to be pai uner the Awar; as a result of the Participant ceasing to be an employee of the Company. The Boar may specify in its invitation to the Participant how the Participant s Rights will be treate on cessation of employment. The applicable treatment may vary epening on the circumstances in which the Participant s employment ceases page 5

6 STIP Rules Aministration of the STIP 4.4 Approve leave of absence Subject to applicable laws, at the iscretion of the Boar, an Eligible Employee who is grante an approve leave of absence an who exercises their right to return to work uner any applicable awar, enterprise agreement, other agreement, statute or regulation may be treate as not having cease to be an employee for the purposes of rule 4.3 of the Rules. Whether a Participant who is grante leave without pay is eeme to have cease employment will be etermine with reference to the Group s policies an any applicable laws. Subject to the iscretion of the Boar, an unpai leave absence oes not count as time worke an an Awar will be prorate base on the number of ays worke in the Incentive Perio. 5 Aministration of the STIP 5.1 Discretion of the Boar to continue or amen operation of the STIP () (e) The STIP may operate for as many or as few Incentive Perios as the Boar etermines, at its absolute iscretion. This STIP may from time to time be reviewe by the Committee to ensure its alignment with the Company s strategy an goals for any given year. The Boar may make any amenments to this STIP it has etermine uring a review for the purpose of issuing Rights or Awars for a new Incentive Perio. Any issuance uner the STIP for any year oes not in any way commit the Company to make any similar kins of Awars uner the STIP or any other process in any subsequent year. All Awars are payable at the absolute iscretion of the Boar. 5.2 Power to make amenments Subject to rule 5.3, the Boar may at any time by resolution: (1) amen or a to (amen) all or any of the provisions of the STIP; (2) amen the terms or conitions of any Rights grante uner the STIP; or (3) suspen or terminate the operation of the STIP, without prior notice to a Participant. Notwithstaning rule 5.3 the Boar may waive, amen or replace any conition attaching to a Right if the Boar etermines that the original conition is no longer appropriate or applicable, provie that the interests of the relevant Participant are not, in the opinion of the Boar, materially prejuice or avantage relative to the position reasonably anticipate at the time of the grant of the Right. 5.3 Restrictions on amenments Without the consent of the Participant, the Boar may not exercise its powers uner rule 5.2 in a manner which reuces the entitlement of that Participant in respect of Rights or an Awar alreay grante other than an amenment introuce primarily: for the purpose of complying with or conforming to present or future laws governing or regulating the maintenance or operation of the STIP or similar page 6

7 STIP Rules Aministration of the STIP plans, in any jurisiction in which invitations, Rights or Awars uner the STIP have been grante; to correct any manifest error or mistake; or to take into consieration possible averse tax implications in respect of the STIP arising from, amongst others, averse rulings, changes to tax legislation an/or changes in the interpretation of tax legislation by a court of competent jurisiction. 5.4 Notice of amenment As soon as reasonably practicable after making any amenment uner rule 5.2, the Boar will give notice in writing of that amenment to any Participant affecte by the amenment. 5.5 Power of the Boar to aminister the STIP Except as otherwise expressly provie in the LTIP, the Boar has absolute an unfettere iscretion to act or refrain from acting uner or in connection with the STIP an in the exercise of any power or iscretion uner the STIP. 5.6 Waiver of terms an conitions Notwithstaning any other provisions of the STIP, the Boar may at any time waive in whole or in part any terms or conitions in relation to any Rights grante to a Participant. 5.7 Dispute or isagreement In the event of any ispute, isagreement or uncertainty as to the interpretation of the STIP, or as to any question or entitlement arising from or relate to the STIP or to Rights or Awars grante uner it, the ecision of the Boar is final an bining. 5.8 Communication Any notice or other communication provie uner or in connection with the STIP may be given by personal elivery or by sening the same by post, or facsimile to: (1) in the case of a company, to its registere office; (2) in the case of an iniviual, to the iniviual s last notifie aress; or (3) where a Participant is a irector or employee of the Group, either to the Participant s last known aress, aress or to the aress of the place of business at which the Participant performs the whole or substantially the whole of the uties of the Participant s office or employment. Where a notice or other communication is given by post, it is eeme to have been receive 48 hours (or, where given by post to an aress outsie of Australia, five ays) after it was put into the post properly aresse an stampe. Where a notice or other communication is given by facsimile or , it is eeme to have been receive on completion of transmission. 5.9 Data protection By participating in the STIP, an Eligible Employee consents to the holing an processing of personal ata provie by the Eligible Employee to the Company for all purposes relating to the operation of the STIP. These inclue, but are not limite to: page 7

8 STIP Rules Aministration of the STIP aministering an maintaining employee recors; proviing information to any regulatory authority (incluing the Australian Tax Office) where require uner law; an proviing information to future purchasers of the Group or a Group company or the business in which the Eligible Employee works Tax Unless otherwise require by law, no Group company is responsible for any Tax which may become payable by an Eligible Employee as a consequence of or in connection with the grant of any Rights or Awar payments mae uner the STIP Laws governing the STIP The STIP, an any Rights or Awars grante uner it, are governe by the laws of Western Australia an the Commonwealth of Australia page 8

9 STIP Rules Definition an Interpretation 6 Definition an Interpretation 6.1 Definitions Term Meaning ASX ASX Limite ACN or the Australian Securities Exchange, as the context requires. Awar a cash payment mae to a Participant uner this STIP. Boar the boar of irectors of the Company, any committee of the Boar or a uly authorise person or boy to which the Boar has elegate its powers uner this STIP. Committee the Remuneration an Nominations Committee of the Company Company Australian Finance Group Lt ACN (AFG). Control has the meaning given in section 50AA of the Corporations Act. Corporations Act Corporations Act 2001 (Cth). Eligible Employee a irector of a Group company employe in an executive capacity or Key Management Personnel of the Group or any other person who is eclare by the Boar to be eligible to receive an awar uner the STIP. Financial Misstatement Circumstance a material misstatement or omission in the financial statements of a Group company or any other circumstances or events which, in the opinion of the Boar, may, or are likely to, affect the Group s financial sounness or require re-statement of the Group s financial accounts, incluing, without limitation, as a result of misrepresentations, errors, omissions, or negligence. Group means the Company an each Relate Boy Corporate of the Company. Incentive Perio a perio uring which the STIP is operational, an employees are eligible to be grante Rights or Awars uner the STIP page 9

10 STIP Rules Definition an Interpretation Key Management Personnel personnel an employees of a Group company etermine by the Boar to be Key Management Personnel. NPAT Net Profit After Tax STIP the Australian Finance Group Lt Short Term Incentive Plan as set out in these Rules. Offer an invitation or notification to an Eligible Employee mae by the Boar that the Eligible Employee may be a Participant in the STIP. Participant an Eligible Employee or other person who has been etermine by the Boar from time to time to be eligible for an Awar or Right uner the STIP, an/or who has agree to participate accoring to the terms of this STIP. Relate Boy Corporate has the meaning given is section 50 of the Corporations Act. Right an entitlement to an payment of an Awar uner the STIP subject to satisfaction of applicable conitions (incluing Target Performance). Rules the terms an conitions of the STIP as set out in this ocument as amene from time to time. Tax inclues any tax, levy, impost, GST, euction, charge, rate, contribution, uty or withholing which is assesse (or eeme to be assesse), levie, impose or mae by any government or any governmental, semi-governmental or juicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assesse (or eeme to be assesse), levie, impose or mae on or in respect of any or all of the foregoing. Target Performance Achievement of the projecte NPAT, or any other measurement mechanism etermine by the Boar for a given financial year. 6.2 Interpretation In the STIP, the following rules apply unless a contrary intention appears: heaings are for convenience only an o not affect the interpretation of the STIP unless the context requires otherwise; any reference in the STIP to any statute or statutory instrument inclues a reference to that statute or statutory instrument as amene, consoliate, reenacte or replace from time to time; page 10

11 STIP Rules Definition an Interpretation () (e) (f) (g) a reference to any agreement or ocument inclues a reference to that agreement or ocument as amene, novate, supplemente or amene from time to time; any wors enoting the singular inclue the plural an wors enoting the plural inclue the singular; where any wor or phrase is given a efinite meaning in this STIP, any part of speech or other grammatical form of that wor or phrase has a corresponing meaning; the wor inclues in any form is not a wor of limitation; an any etermination, ecision or exercise of power by the Boar, will be at its absolute iscretion page 11