AUB GROUP LIMITED — Share Issue/Capital Change 2019

Feb 27, 2019

==> picture [134 x 50] intentionally omitted <==

==> picture [224 x 113] intentionally omitted <==

28[th] February 2019

The Manager Market Announcements Office Australian Securities Exchange Ltd Level 6, Exchange Centre 20 Bridge Street Sydney NSW 2000

FOR RELEASE TO THE MARKET

Dear Sir / Madam,

Re: AUB Senior Executive Option Plan (SEOP)

Attached for immediate release is the AUB Group Limited (AUB) Appendix 3B – New Issue Announcement relating to 150,080 shares issued under the FY16 SEOP from the exercising of vested options.

Yours faithfully,

==> picture [89 x 45] intentionally omitted <==

David Franks Company Secretary

For further information, contact David Franks Tel: (02) 8098 1169 or 0414 899 897 davidf@aubgroup.com.au

==> picture [595 x 80] intentionally omitted <==

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

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 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)	(a) Fully Paid Ordinary Shares (b) Unlisted Options expiring 1 January 2023, exercise price Nil
	(a) 150,080 Fully Paid Ordinary Shares (b) (150,080) Unlisted Options expiring 1 January 2023, exercise price Nil
	(a) Fully Paid Ordinary Shares (b) Unlisted Options expiring 1 January 2023, exercise price Nil

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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 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	(a) Yes (b) N/A
	Nil.
	Exercise of Vested Options under AUB Group Limited Senior Executive Option Plan
	No
	N/A
	N/A
	N/A

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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A	N/A
	N/A
	N/A
	N/A
	N/A
	27 February 2019
	Number	+Class
	73,352,698 +150,080 ----------------- 73,502,778	Fully Paid Ordinary Shares

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

	Number	+Class
	28,645	Unlisted Option	FY16 SEOP – Options
		over ordinary November 2022	shares exercise	expiring price nil	23

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	250,000 (150,080) ------------ 99,920 85,405 73,941 73,336	Unlisted Option CEO SEOP – Options over ordinary shares expiring 1 January 2023 exercise price nil Unlisted Option FY17 SEOP – Options over ordinary shares expiring 24 January 2024 exercise price nil Unlisted Option FY18 SEOP – Options over ordinary shares expiring 23 November 2024 exercise price nil Unlisted Option FY19 SEOP – Options over ordinary shares expiring 31 October 2025 exercise price nil
	N/A

Part 2 - Pro rata issue

• 11 Is security holder approval required?

• 12 Is the issue renounceable or nonrenounceable?

• 13 Ratio in which the[+] securities will be offered

• 14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

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
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?

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

• 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

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

39 +Class of +securities for which quotation is sought 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 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 +securities quoted on ASX ( including the[+] securities in clause 38)

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.

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

• 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: (Company Secretary) Print name: David Franks

Date: 27 February 2019

== == == == ==

==> picture [134 x 50] intentionally omitted <==

==> picture [224 x 113] intentionally omitted <==

28[th] February 2019

The Manager Market Announcements Office Australian Securities Exchange Ltd Level 6, Exchange Centre 20 Bridge Street Sydney NSW 2000

FOR RELEASE TO THE MARKET

Dear Sir/Madam

AUB Group Limited (ASX Code: AUB) (Company) hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that on 27 February 2019 it issued 150,080 fully paid ordinary shares in the Company (Shares) further to the exercising of vested options under the AUB Group Limited Senior Executive Option Plan.

An Appendix 3B relating to the share issue is attached.

The Company states pursuant to the provisions of section 708A(6) of the Corporations Act that:

• the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• this notice is being given under section 708A(5)(e) of the Corporations Act;

• as at the date of this notice, it has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and section 674 of the Corporations Act; and

• as at the date of this notice, there is no information which is excluded, as that term is defined in section 708A(7) and 708A(8) of the Corporations Act.

For and on behalf of the Board.

Yours faithfully,

==> picture [89 x 45] intentionally omitted <==

David Franks Company Secretary

For further information, contact David Franks Tel: (02) 8098 1169 or 0414 899 897

davidf@aubgroup.com.au

==> picture [595 x 80] intentionally omitted <==