AUB GROUP LIMITED — Capital/Financing Update 2018

Nov 19, 2018

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

AUB Group Limited ( AUB )

ABN

60 000 000 715

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (each a New Share)
	7,984,478 New Shares to be issued on 22 November 2018 under the institutional component of the fully underwritten pro rata accelerated non-renounceable entitlement offer as announced to ASX by AUB on Monday 12 November 2018 (the Entitlement Offer). Approximately 1,474,260 New Shares are expected to be issued on 7 December 2018 pursuant to the retail component of the Entitlement Offer, subject to reconciliation of shareholder entitlements and rounding.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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) 4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	Same as existing quoted fully paid ordinary shares in AUB.
	Yes, the New Shares rank equally in all respects with the existing fully paid shares in AUB.
	$12.30 per New Share under the Entitlement Offer.
	To repay part of AUB’s current debt facility in order to provide additional flexibility for potential near-term growth initiatives, to fund the acquisition of the additional 44% interest in Adroit Holdings Pty Limited and for the transaction and offer costs.
	No
	N/A

6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 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. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 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.	N/A	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date under the institutional component of the Entitlement Offer is Thursday 22 November 2018. The issue date under the retail component of the Entitlement Offer is scheduled for Friday 7December 2018.
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

8 Number and +class of all After completion of Fully paid ordinary +securities quoted on ASX the Entitlement shares ( including the +securities in Offer, there will be section 2 if applicable) approximately 73,351,848 Shares on issue (based on the 63,893,110 Shares on issue as at the date of this Appendix 3B and approximately 9,458,738 Shares expected to be issued under the Entitlement Offer).

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	31,048 250,000 93,510 77,255 79,364	FY16 SEOP – Options over ordinary shares expiring 23 November 2022 exercise price nil CEO SEOP – Options over ordinary shares expiring 1 January 2023 exercise price nil FY17 SEOP – Options over ordinary shares expiring 24 January 2024 exercise price nil FY18 SEOP – Options over ordinary shares expiring 23 November 2024 exercise price nil FY19 SEOP – Options over ordinary shares expiring 31 October 2025exerciseprice nil
	N/A

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No
	Non-renounceable (ANREO)
	4 New Shares for every 27 ordinary shares held at the record date for the Entitlement Offer
	Fully paid ordinary shares
	7:00pm (Sydney time) on Wednesday 14 November 2018

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No
	Any fractions arising in the calculation of entitlements will be rounded up to the nearest whole number of shares
	For the institutional offer, all countries other than Australia, Canada (Ontario, Quebec and British Colombia), Hong Kong, New Zealand, Singapore and the United Kingdom. For the retail offer, all countries other than Australia and New Zealand.
	The institutional component of the Entitlement Offer closed on Tuesday 13 November 2018. The retail component of the Entitlement Offer is scheduled to close at 5:00pm (Sydney time) on Thursday 29 November 2018.
	Credit Suisse (Australia) Limited (ABN 94 007 016 300) (theUnderwriter).
	AUB has agreed to pay the Underwriter the following fees:  in relation to the proceeds raised from the institutional component of the Entitlement Offer, a total underwriting fee of 1.45% (excluding GST) and a total management fee of 0.75% (excluding GST); and  in relation to the proceeds raised from the retail component of the Entitlement Offer, a total underwriting fee of 1.45% (excluding GST) and a total management fee of 0.75% (excluding GST).
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	No prospectus is being prepared. An investor presentation was provided to ASX on Monday 12 November 2018. A retail offer booklet and entitlement acceptance form has been despatched to eligible retail shareholders on or around Monday19November 2018.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date under the institutional

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

component of the Entitlement Offer will be Thursday 22 November 2018.

The issue date under the retail component of the Entitlement Offer is scheduled for Friday 7 December 2018.

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 N/A +quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A 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 +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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.

• 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:

==> picture [100 x 66] intentionally omitted <==

Date: 20 November 2018

Company secretary

Print name: Justin Lennox Coss

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013