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HUB24 LIMITED AGM Information 2021

Nov 11, 2021

65077_rns_2021-11-11_afdbcf8b-e063-4311-87a1-b6e316475876.pdf

AGM Information

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12 November 2021

Mr Corey Lian Adviser, Listings Compliance ASX Limited ASX Markets Announcements Office Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Mr Lian,

HUB24 – Annual General Meeting 2021

The following announcements are provided to the market:

  • AGM Notice of Meeting

  • Proxy Form

  • Shareholder Question Form

  • Online Guide from Link Market Services

Yours sincerely,

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Andrew Brown Company Secretary (Authorising Officer)

HUB24 Limited

ABN 87 124 891 685

A Level 2, 7 Macquarie Place, Sydney, NSW 2000 Australia

GPO Box 529, Sydney, NSW 2001

T 1300 854 994 F 1300 781 689

HUB24.COM.AU

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HUB24 Limited Annual General Meeting 1.00pm (Sydney, Australia time) 14 December 2021

TABLE OF CONTENTS

Location of the Annual General Meeting 2
Notice of Annual General Meeting 3
Items of Business 4
Explanatory Memorandum 10
Glossary 19

This document is important and requires your immediate attention.

Registered Office: Level 2, 7 Macquarie Place, Sydney, New South Wales, Australia 2000.

1

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of HUB24 Limited will be held virtually on Tuesday, 14 December 2021 commencing at 1.00pm (Sydney, Australia time).

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HUB24 LIMITED ACN 124 891 685

Registered Office: Level 2, 7 Macquarie Place, Sydney, New South Wales, Australia 2000. Tel: +61 2 4058 4770 or 1300 854 994 Fax: 1300 781 689

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2021 Annual General Meeting ( Meeting ) of the Shareholders of HUB24 Limited ACN 124 891 685 ( Company ) will be held virtually on Tuesday, 14 December 2021 commencing at 1.00pm (Sydney, Australia time).

In light of the restrictions on public gatherings in response to the COVID-19 pandemic, there will not be a physical venue for Shareholders to attend. Instead, Shareholders will be able to attend this year's Meeting virtually and will be able to participate in the Meeting online by accessing the following website https://meetings.linkgroup.com/HUB21.To do this Shareholders will need a desktop or mobile / tablet device with internet access.

Terms used but not defined in this document have the meaning given to them in the Glossary on page 19.

Shareholders who are unable to attend the Meeting may wish to appoint a proxy by completing and returning the Proxy Form enclosed with this Notice.

Shareholders and proxyholders will have the ability to ask questions during the Annual General Meeting via the online platform, and to hear all of the discussion, subject to connectivity of their device. Shareholder / proxyholder participation (as relevant) in the Meeting is possible by:

  • online voting;

  • appointment of a proxy; and

  • submission of questions to the Company's share registry provider in advance of the Meeting or at the Meeting.

We strongly encourage the use of the question form enclosed with this Notice to submit questions in advance of the Meeting.

This Notice is an important document and should be read in its entirety. The explanatory memorandum attached to this Notice ( Explanatory Memorandum ) provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form enclosed with this Notice are part of this Notice.

Copies of the presentations given at the Meeting and the results of the Meeting will be announced to the ASX and placed on the Company’s website at https://www.hub24.com.au in accordance with the timeframes prescribed by the ASX Listing Rules.

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Accessing Notice of Annual General Meeting materials

In accordance with recent amendments made to the Corporations Act 2001 (Cth) ( Corporations Act ) through the passing of the Treasury Laws Amendment (2021 Measures No.1) Bill 2021 that commenced on 14 August 2021, this Notice of Annual General Meeting is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://www.hub24.com.au.

BUSINESS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING

The business to be considered at the Meeting is set out below. The Explanatory Memorandum and Proxy Form which accompany and form part of this Notice describe in more detail the matters to be considered at the AGM. Please consider this Notice, the Explanatory Memorandum and the Proxy Form in their entirety.

Items of Business

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Company's Financial Report, Directors’ Report and the Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2021.

Note : There is no requirement for Shareholders to approve these reports or vote on this item of business.

2. RESOLUTION 1: REMUNERATION REPORT

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

THAT the Remuneration Report of the Company for the year ended 30 June 2021 be adopted.”

Notwithstanding that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of this Resolution.

Please note:

  • in accordance with section 250R(3) of the Corporations Act the vote on this Resolution is advisory only and does not bind the Company or its Directors; and

  • the Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

A voting exclusion statement applies to this Resolution which is set out below.

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – PAUL ROGAN

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

THAT Paul Rogan, a non-executive director of the Company who retires from the office of Director by rotation in accordance with rule 65.1 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

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The Board (excluding Paul Rogan, who abstains from making a recommendation due to his personal interest in this Resolution) recommends that Shareholders vote in favour of this Resolution.

4. RESOLUTION 3: ELECTION OF DIRECTOR – CATHERINE KOVACS

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

THAT Catherine Kovacs, a non-executive director of the Company, who was appointed to the office of Director by the Board to fill a casual vacancy and who retires from the office of Director in accordance with rule 64.2 of the Constitution and ASX Listing Rule 14.4, being eligible and offering herself for election, be elected as a Director of the Company.”

The Board (excluding Catherine Kovacs, who abstains from making a recommendation due to her personal interest in this Resolution) recommends that Shareholders vote in favour of this Resolution.

5. RESOLUTION 4: APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO ANDREW

ALCOCK

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

“THAT for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue by the Company of 35,901 Performance Rights to Andrew Alcock under the Company's Performance Rights Plan on the terms set out in the Explanatory Memorandum to this Notice be approved."

The Board (excluding Andrew Alcock, who abstains from making a recommendation due to his personal interest in this Resolution) recommends that Shareholders vote in favour of this Resolution.

A voting exclusion statement applies to this Resolution which is set out below.

Voting Exclusions

Voting exclusion statement – Resolution 1 (Remuneration Report) :

The Company will disregard any votes cast on Resolution 1:

• in any capacity by or on behalf of a member of the Company's key management personnel ( KMP ), details of whose remuneration are included in the Company's Remuneration Report for the year ended 30 June 2021, or by any closely related parties of a KMP (such as certain family members, dependents and companies they control) regardless of the capacity in which the vote is cast; or

• as a proxy, by a person who is a member of the KMP of the Company at the date of the Meeting, or by any of their closely related parties, unless the vote is cast as a proxy for a person entitled to vote on Resolution 1 (i) in accordance with a direction in the Proxy Form, or (ii) by the Chairman of the Meeting pursuant to an express authorisation in the Proxy Form to vote an undirected proxy.

The Chairman of the Meeting intends to vote undirected proxies (where he has been appropriately authorised) in favour of this Resolution, to the extent permitted by law. If a Shareholder appoints the Chairman of the Meeting as their proxy, expressly or by default, and they do not direct the Chairman of the Meeting how to vote on a resolution, by completing and returning the Proxy Form they will be expressly authorising the Chairman of the Meeting to exercise the proxy and vote as the Chairman of the Meeting sees fit on a resolution, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

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Voting exclusion statement – Resolution 4 (issue of Performance Rights to Andrew Alcock) :

The Company will disregard any votes cast on Resolution 4:

• by or on behalf of any Director of the Company; or

• by any associate of any Director,

regardless of the capacity in which the vote is cast.

However, the Company need not disregard a vote on Resolution 4 if:

• it is cast by a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or

• it is cast by the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with an express direction given to the Chairman of the Meeting to vote on Resolution 4 as the Chairman of the Meeting decides; or

• it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and (ii) the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman of the Meeting intends to vote undirected proxies (where he has been appropriately authorised) in favour of this Resolution, to the extent permitted by law. If a Shareholder appoints the Chairman of the Meeting as their proxy, expressly or by default, and they do not direct the Chairman of the Meeting how to vote on a resolution, by completing and returning the Proxy Form they will be expressly authorising the Chairman of the Meeting to exercise the proxy and vote as the Chairman of the Meeting sees fit on a resolution, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying materials which form part of this Notice.

How can Shareholders access the Meeting?

Shareholders and proxy holders will be able to participate in the Meeting online by accessing the following website https://meetings.linkgroup.com/HUB21 from their computer or mobile device.

To attend and vote at the Meeting you must have your securityholder number and postcode. For appointed Proxyholders, your proxy number will be provided by Link before the Meeting. Please make sure you have this information before proceeding to join the meeting. If you require additional assistance please refer to The Virtual Online Meeting Guide that can be viewed here https://www.hub24.com.au/shareholder-centre/.

Shareholders and proxyholders will be able to view the Meeting live, ask questions, and cast direct votes at the appropriate times while the Meeting is in progress.

Online registration will open at 12.30pm (AEDT) on Tuesday, 14 December 2021.

Questions

In accordance with the Corporations Act and the Company's policy, reasonable opportunity will be provided to Shareholders during the Meeting to:

  • a) ask questions about or make comments on the management or performance of the Company, and on the Remuneration Report; and

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  • b) ask the Company's 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 and the independence of the auditor.

A Shareholder may also submit a written question to the Company's auditor, Deloitte, in relation to the content of the auditor’s report or the conduct of the audit in relation to the annual financial report for the year ended 30 June 2021. Questions must be submitted to the Company no later than 5:00pm (AEDT) on Tuesday, 7 December 2021 in accordance with section 250PA(1) of the Corporations Act and can be lodged online at www.linkmarketservices.com.au or sent to:

HUB24 Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

The questions submitted will be forwarded to Deloitte who will answer these questions at the Meeting.

Shareholders who prefer to register questions in advance of the Meeting are invited to do so. A Shareholder Question Form has been included with this Notice and is also available on the Company’s website at https://www.hub24.com.au/shareholder-centre/. The Company will attempt to address the more frequently asked questions in the Chairman’s welcome and the Managing Director’s presentation to the Meeting and questions that relate to specific resolutions will be addressed at the time the resolution is to be considered at the Meeting. Written questions must be received by the Company or Link Market Services Limited by 5.00pm (AEDT) on Tuesday, 7 December 2021, and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form).

Entitlement to vote

It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth)) that for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered Shareholders of the Company at 7.00pm (AEDT) on Sunday, 12 December 2021. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to vote at the Meeting. Body corporates may vote by appointing a corporate representative. Each registered Shareholder has one vote for each fully paid share on a poll.

All resolutions will be by Poll

Each Resolution considered at the Meeting will be conducted by a poll. The Board considers voting by poll to be in the interests of the Shareholders as a whole and ensures the views of as many Shareholders as possible are represented at the Meeting.

Voting by Proxy

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this Meeting. Broadly:

  • if proxy holders vote, they must cast all directed proxies as directed; and

  • any directed proxies which are not voted will automatically default to the Chairman of the Meeting, who must vote the proxies as directed.

You should seek professional advice if you need any further information on this issue.

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In accordance with section 249L of the Corporations Act, Shareholders are advised of the following:

  • a Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a representative of a body corporate;

  • a Shareholder that is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes; and

  • if an appointed proxy is not also the Chairman of the Meeting, the proxy need not vote on a poll, however if the proxy does vote on a poll the proxy must vote as directed by the Shareholder. If a poll is conducted and the proxy holder does not vote, the proxy appointment defaults to the Chairman of the Meeting to vote as directed. If the appointed proxy is the Chairman of the Meeting, the proxy must vote on a poll in the manner directed by the Shareholder.

The Chairman of the Meeting intends to vote undirected proxies in favour of the Resolutions set out in this Notice of Meeting, to the extent permitted by law. If a Shareholder appoints the Chairman of the Meeting as their proxy, expressly or by default, and they do not direct the Chairman of the Meeting how to vote on a Resolution, by completing and returning the Proxy Form they will be expressly authorising the Chairman of the Meeting to exercise the proxy and vote as the Chairman of the Meeting sees fit on a Resolution, even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

A Proxy Form accompanies this Notice and to be effective must be received at least 48 hours before the appointed time of the Meeting (i.e., before 1.00pm (AEDT) on Sunday, 12 December 2021) at the Company’s corporate registry:

Online: www.linkmarketservices.com.au By Post: HUB24 Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 By Hand: Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

or

Level 12, 680 George Street, Sydney NSW 2000

By Facsimile: +61 2 9287 0309

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should, provide to the Company evidence of his or her appointment ahead of the Meeting, including any authority under which it is signed, unless it has previously been given to the Company.

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Voting by Attorney

A Shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or at the Company’s corporate registry listed above, at least 48 hours before the Meeting (i.e. before 1.00pm (AEDT) on Sunday, 12 December 2021.

Scrutineer

The Company’s registrar, Link Market Services Limited will act as scrutineer for the poll that may be required at the Meeting.

By Order of the Board

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Andrew Brown Company Secretary Date:12 November 2021

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HUB24 LIMITED ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum forms part of this Notice of Annual General Meeting and has been prepared to provide Shareholders of the Company with sufficient information to consider the Resolutions contained in the accompanying Notice of Annual General Meeting.

The Board recommends that Shareholders read this Explanatory Memorandum carefully and in its entirety before making any decision in relation to the Resolutions.

Item 1: Financial Statements and Reports

The Company's 2021 Annual Report, which includes the Financial Report and the Reports of the Directors and of the Company's auditor for the year ended 30 June 2021, is available at https://www.hub24.com.au/shareholder-centre/.

Printed copies of the 2021 Annual Report have only been mailed to those Shareholders who have elected to receive a printed copy. We encourage all Shareholders to reconsider the use of printed materials and encourage you to change your election to receive these electronically. Please update your preferences regarding election communications at www.linkmarketservices.com.au.

There is no requirement under the Corporations Act or the Constitution for a formal resolution on this item and, as such, there will be no formal resolution put to the Meeting. However, Shareholders will be given a reasonable opportunity to ask questions about or make comments on the Company’s Financial Report, the Directors’ Report and Auditor’s Report, and the management of the Company.

As part of the written Shareholder question process prior to the Meeting, Shareholders may submit written questions about the Auditor’s Report and the conduct of the audit. The questions must be submitted as per the directions on the Shareholder Question Form by 5.00pm (AEDT) on Tuesday, 7 December 2021. The Company's auditor will attend the Meeting, and the Chairman of the Meeting will provide a reasonable opportunity for Shareholders to ask questions relevant to the audit.

No Shareholder vote is required on this item of business.

Resolution 1: Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is in the 2021 Annual Report and is also available on the Company’s website at https://www.hub24.com.au/shareholder-centre/. The Remuneration Report: • describes the policies behind, and structure of, the remuneration arrangements of the Company and the link between the remuneration of employees and the Company’s performance;

  • sets out the remuneration arrangements in place for each director and for specified senior executives of the Company; and

  • explains the differences between the bases for remunerating non-executive directors and executives, including any executive directors.

The Corporations Act requires the agenda for an annual general meeting to include a resolution that the Remuneration Report be put to the vote. Should 25% or more of the votes cast on this Resolution (in person or by proxy) to approve the Remuneration Report be against approval of that report, then at the 2022 Annual General Meeting the resolution to approve next year's Remuneration Report must be approved by 75% or more of the votes cast to avoid a resolution being put to the 2022 Annual General Meeting to consider a spill of the Board.

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A reasonable opportunity for discussion of, and comment on, the Remuneration Report will be provided by the Chairman at the Meeting.

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

Resolution 2: Re-election of Director – Paul Rogan

Pursuant to rule 65.1 of the Constitution and ASX Listing Rule 14.4, retiring director Paul Rogan being eligible to do so, has offered himself for re-election. Paul Rogan, a non-executive director of the Company, was last elected by Shareholders at the Company's annual general meeting held on 19 November 2018.

This Resolution seeks Shareholder approval for the re-election of Paul Rogan.

Profile of Paul Rogan

The biography of Paul is set out in the Company’s Annual Report (located at https://www.hub24.com.au/shareholder-centre/).

Paul was appointed to the Company's Board on 20 December 2017 and is Chair of the Audit, Risk and Compliance Committee and a Member of the Remuneration and Nomination Committee.

The Board (excluding Paul Rogan, who abstains from making a recommendation due to his personal interest in this Resolution) recommends supporting the re-election of Paul Rogan and recommends that Shareholders vote in favour of Resolution 2.

Resolution 3: Election of Director – Catherine Kovacs

Pursuant to rule 64.1 of the Constitution and ASX Listing Rule 14.4, Catherine Kovacs (who was appointed by the Board to fill a casual vacancy) retires and, being eligible to do so, has offered herself for election. Catherine, a non-executive director of the Company, was appointed by the Company’s Board on 19 July 2021.

This Resolution seeks Shareholder approval for the election of Catherine Kovacs.

Profile of Catherine Kovacs

The biography of Catherine is set out in the Company’s Annual Report (located at https://www.hub24.com.au/shareholder-centre/).

Catherine was appointed to the Company's Board by the Directors on 19 July 2021 to fill a casual vacancy and is a Member of the Audit, Risk and Compliance Committee.

The Board (excluding Catherine Kovacs, who abstains from making a recommendation due to her personal interest in this Resolution) recommends supporting the election of Catherine Kovacs and recommends that Shareholders vote in favour of Resolution 3.

Resolution 4: Approval of issue of Options and Performance Rights to Andrew Alcock

Resolution 4 seeks approval, for the purposes of ASX Listing Rule 10.14 and for all other purposes, of the grant of 35,901 Performance Rights in FY22 to the Company's Managing Director, Mr Andrew Alcock, on the terms and conditions set out in this Explanatory Memorandum and the HUB24 Performance Rights Plan (together, the HUB24 Performance Rights Plan ).

A summary of the principal terms of the grant of the Performance Rights is set out in this Explanatory Memorandum.

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Background

Given the rapid growth of the Company and entering the ASX 200, the Board engaged an external remuneration specialist to conduct a market review of the remuneration structure and quantum for Mr Alcock and KMP executives. HUB24’s remuneration approach focuses on setting challenging targets that are aligned to our broader strategic objectives and are designed to motivate executives to deliver strong performance over the short, medium and longer term. As we grow, we are committed to providing market competitive remuneration that retains our executive talent who are critical to HUB24’s continued success.

The Board has set Mr Alcock’s remuneration package for FY22 to include the grant of Performance Rights as a long term incentive program ( LTI ) under the HUB24 Performance Rights Plan contingent upon the achievement of performance goals aligned with the continued growth of the HUB24 business and Shareholder value.

The FY22 remuneration package is different to the structure of Mr Alcock's remuneration package for FY21. The FY21 remuneration package included, in addition to Performance Rights, Options and Special Performance Rights that were approved by Shareholders at last year's Annual General Meeting. This year the FY22 LTI is proposed as the grant of performance rights only to simplify the program and with only two performance metrics. The Board has approved the remuneration of other key executives of the Company on similar terms as proposed in this Resolution 4 for Mr Alcock.

The Board has reviewed the overall alignment of Mr Alcock’s and other key executives long term incentives, including the Options and Performance Rights which are currently on issue and the timing for satisfaction of the vesting conditions applying to those Options and Performance Rights. These are typically measured over a three year performance period and align with the long term interests of Shareholders.

The Board aims to consistently align the remuneration of all executives participating in the Company's long term incentive arrangements with similar terms and performance measures which are reviewed annually.

ASX Listing Rule 10.14 provides that a company may not issue securities to a director under an employee incentive scheme without the approval of holders of ordinary shares. If Shareholder approval is obtained under ASX Listing Rule 10.14, the issue of the Performance Rights to Mr Alcock will not count towards the Company’s capacity to issue equity securities under ASX Listing Rule 7.1. Accordingly, Shareholder approval is sought for the grant of 35,901 Performance Rights to Mr Alcock under the HUB24 Performance Rights Plan. If Shareholder approval is not received for Resolution 4, the 35,901 of Performance Rights will not be granted to Mr Alcock. If Shareholder approval is not received for Resolution 4, the Company may however remunerate Mr Alcock in alternative forms, for example cash.

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in respect of the proposed grant of the Performance Rights the subject of this Resolution 4 to Mr Alcock:

Name of the person receiving the securities and the category in ASX Listing Rules 10.14.1 – 10.14.3 the person falls within and why

The Performance Rights the subject of this Resolution 4 will be issued to Mr Andrew Alcock, who is a Director.

The number and class of securities proposed to be issued to Mr Alcock under the HUB24 Performance Rights Plans for which approval is being sought under ASX Listing Rule 10.14

The maximum number of Performance Rights to be issued to Mr Alcock pursuant to this Resolution 4 is 35,901 (which on vesting will entitle Mr Alcock to be issued 35,901 Shares).

Details of Mr Alcock's current total remuneration package

Mr Alcock's maximum remuneration package, effective from 1 September 2021, is $2,010,000, comprising $670,000 as total fixed remuneration (inclusive of superannuation) and $670,000 as the maximum amount Mr Alcock can earn as variable, short term incentive remuneration and a long term

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incentive grant valued at $670,000 which is the subject of this Resolution 4. Shareholders are referred to the Company's Remuneration Report for further details of Mr Alcock's remuneration.

The date or dates on or by which the Company will issue the Performance Rights to Mr Alcock

If Shareholder approval is obtained for the grant of the Performance Rights the subject of this Resolution 4, the Performance Rights will be granted to Mr Alcock within 30 days of Shareholder approval.

The number of securities that have previously been issued to Mr Alcock under the HUB24 Performance Rights Plan and the average acquisition price (if any) paid by Mr Alcock for those securities

Since Mr Alcock’s employment commenced with the Company in 2013, the Company has granted 486,147 Performance Rights to Mr. Alcock under the HUB24 Performance Rights Plan. These Performance Rights were granted for nil consideration and no consideration is payable by Mr Alcock to exercise these Performance Rights.

Details required where the securities to be issued are not fully paid ordinary securities

A summary of the material terms upon which the Performance Rights will be issued is set out below.

The price at which the Company will issue the Performance Rights to Mr Alcock under the HUB24 Performance Rights Plan

The Performance Rights the subject of this Resolution 4 will be issued to Mr Alcock for nil consideration. No consideration will be payable by Mr Alcock to acquire Shares on vesting and exercise of the Performance Rights.

A summary of the material terms of any loan that will be made available to Mr Alcock in relation to the acquisition of Performance Rights under the HUB24 Performance Rights Plan

No loan will be provided to Mr Alcock in connection with the issue of the Performance Rights the subject of this Resolution 4.

A summary of the material terms of the HUB24 Performance Rights Plan

A summary of the material terms of the HUB24 Performance Rights Plan is set out in the Company’s FY20 Notice of Annual General Meeting.

The details of any securities issued under the HUB24 Performance Rights Plan will be published in the annual report of the Company relating to a period in which securities have been issued, along with a statement that approval for the issue of securities was obtained under ASX Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the HUB24 Performance Rights Plan after this Resolution 4 is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

Key terms of the grant of Performance Rights

A brief overview of the key terms of the proposed grant of Performance Rights to Mr Alcock is set out below.

Amount of grant

In accordance with the remuneration arrangements approved by the Board of the Company for FY22, Mr Alcock is entitled to the grant of 35,901 Ordinary Performance Rights under the HUB24 Performance Rights Plan with a value based upon 100% of his current total fixed remuneration.

Types of long term incentive to be granted

The FY22 three year long term incentive grant to Mr Alcock is made up of 35,901 Performance Rights.

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Each Performance Right provides an entitlement to one Share, subject to achievement of performance hurdles and satisfaction of vesting conditions, all of which must be satisfied within three years, and in some circumstances extending to a fourth year from the issue date of the Performance Rights to Mr Alcock (each of which are described in this Explanatory Memorandum). No consideration will be payable for the issue of the Performance Rights. No exercise price will be payable in respect of the issue of Shares on exercise of the Performance Rights.

Determining the number of Performance Rights to be allocated

The number of Performance Rights to be issued to Mr Alcock pursuant to this Resolution 4 has been determined by dividing the entitlement by the value of the Performance Right.

For the purpose of calculating the number of Performance Rights to be issued, the maximum value of long term incentive to be awarded in Performance Rights is determined based on the Hoadley simulation methodology which is a value of $23.85 based on FUA target and $15.33 for Performance Rights based on the second performance condition ATSR growth.

On this basis, Shareholder approval is sought for the grant of 35,901 Performance Rights in FY22 to Mr Andrew Alcock.

Conditions of vesting – performance conditions & performance periods

For Mr Alcock, vesting of the FY22 grant of Performance Rights is subject to two performance conditions that the Board considers both challenging and aligned to growing the long term value of the Company. The 'First Performance Condition' and the 'Second Performance Condition' (referred to as PC1 and PC2 respectively) will be applied separately to the Performance Rights as follows:

  • 14,048 of the Performance Rights are subject to the PC1; and

  • 21,853 of the Performance Rights are subject to the PC2.

  • The performance conditions which apply to the Performance Rights are as follows:

1. PC1 – Growth in Funds Under Administration ( FUA ) over three years

The Company competes in an environment where scale with appropriate margins is a key driver of business growth and profitability. Accordingly, the Board, working with its specialist remuneration advisers, considers that at this stage of its development, a performance condition measuring the growth in FUA over the next three years is an effective way to incentivise Mr Alcock to profitably build the Company’s market share and with it, shareholder value.

For the 3 year performance period from 1 July 2021 to 30 June 2024, the Board has determined that the percentage of the Performance Rights which will vest will be determined based on a calculated score ( Score ) that measures the achievement in FUA.

The Score will have regard to the relative growth in the HUB24 platform ( Custody ) FUA and Portfolio Administration and Reporting Services ( Non-Custody ) FUA as well as the relative financial contribution of Custody FUA and Non-Custody FUA to the Company's financial results. The PC1 hurdle has been set at a Score of between 88.5 and 100 which represents a three year CAGR of FUA between 19.5% and 24.8% p.a., and a FUA growth of between 70.6% and 94.5%, over three years to 30 June 2024. Based on data at 30 June 2021 this would equate to total FUA of $100-$114 billion by 30 June 2024.

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The Score is calculated as follows:

Score = ((PR-PVC)/PFUA) x PFUA + CFUA

((CR-CVC)/CFUA)

Where:

  • CFUA = Custodial FUA (divided by 1 billion)

  • PFUA = Non-custodial FUA (divided by 1 billion)

  • CR = Custodial Revenue

  • PR = Non-custodial Revenue

  • CVC = Custodial specified variable costs

  • PVC = Non-custodial specified variable costs,

as derived from audited accounts of the Company.

Accordingly, the PC1 Performance Rights will vest as follows:

  • zero vesting will occur where the achievement is below a minimum score of 88.5 (a FUA increase of 70.6% over three years);

  • 50% vesting will occur where the achievement reaches a score of 88.5 (a FUA increase of 70.6% over three years);

  • 100% vesting will occur where the achievement reaches a score of 100 (a FUA increase of 94.5% over three years); and

  • vesting between a score of 88.5 and 100 (for between 50% and 100% vesting) will be on a straight-line basis between these two levels.

In measuring the achievement of PC1, the Board reserves the right in its sole and absolute discretion:

  • to vary on a good faith basis the percentage of PC1 Performance Rights which may vest as well as the Score thresholds which must be satisfied to account for:

  • the relative FUA composition between Custody FUA and Non-Custody FUA;

  • changes in the relative financial contribution of Custody FUA and Non-Custody FUA over the performance period;

  • acquisitions of businesses, assets, companies or other entities which may be undertaken by the Company during the performance period on a forecast or actual underlying business basis; and

  • the value contribution of other strategic non-platform business lines) on a forecast or actual underlying business basis;

  • to reduce by up to 50%, the number of Performance Rights vesting under PC1 if the FUA growth was achieved on commercial terms materially less favourable to the Company than terms generally offered in the normal course of business unless such commercial terms were approved by the Board.

The Board will exercise such discretions in a manner consistent with protecting the Company’s long term stability, sound risk management and aligned with the creation of long-term shareholder value.

Any Performance Rights subject to PC1 that have not vested as at 30 June 2024 will lapse.

15

2. PC2 – Absolute Total Shareholder Return ( ATSR )

The Board, working with its specialist remuneration advisers, believes that an absolute rather than relative Total Shareholder Return ( TSR ) is the most appropriate way to measure the success in implementing the Company’s long term strategic objectives because the Company is the fastest growing company within its direct peer group. The ATSR threshold is positioned at what the Board considers a challenging CAGR hurdle of 10% to 15% over three years, which is significantly above the 30 June 2021, 20 year returns on Australian equities of 8.4% p.a. reported in the 2021 Vanguard Index Chart Report. This will ensure that vesting of PC2 Performance Rights is directly linked to superior returns achieved for Shareholders.

The vesting of PC2 (ATSR) is calibrated as follows:

  • 25% vesting of PC2 Performance Rights occurs when a threshold vesting of 10% ATSR compounded annually is achieved;

  • 100% vesting of PC2 Performance Rights occurs when a threshold vesting of 15% ATSR compounded annually is achieved; and

  • vesting between 10% and 15% ATSR will be on a straight-line basis between these two levels.

By way of example, if a CAGR of 12% per annum ATSR is achieved over the testing period then 55% vesting of PC2 Performance Rights will occur.

The determination of the ATSR thresholds will be based upon the 40 trading day VWAP for the Company’s Shares commencing on 27 July 2021 and ending on 20 September 2021. The 40 trading day VWAP for Shares up to that date was $27.92, therefore (in the absence of any dividends) the 10% threshold is $37.16 and the 15% threshold is $42.46 when tested over a three year period, or $40.87 and $48.83 respectively when tested over a four year period as described further below.

The determination of ATSR achieved over the 3 year performance period will be based on the 40 trading day VWAP of the Company’s Shares as traded on ASX in the 20 trading day period prior to, and post, the release of the Company’s full-year results for the relevant prior fiscal year. In this Explanatory Memorandum, this 40 trading day period is referred to as the ' testing period '. In circumstances where the ASX200 falls by greater than 5% during a 40 trading day test period, the testing period will recommence after the period during which the greater than 5% fall was recorded. The use of a 40 trading day VWAP in the calculation of the end price for ATSR performance testing avoids any abnormal daily share price movements that could advantage or disadvantage employees.

The PC2 hurdles will be tested over a cumulative three year period using a 40 trading day VWAP of the Company’s Shares as traded on ASX in the 20 trading day period prior to, and post, the release of the Company’s financial results for the year ended 30 June 2024, subject to the above circumstances. If required, any unvested Performance Rights from that three year test will be retested against the above CAGR ATSR hurdles over the cumulative four year period expiring on 30 June 2025 using the 40 trading day VWAP of the Company’s Shares as traded on ASX in the 20 trading day period prior to, and post release of the Company’s financial results for the year ended 30 June 2025 ( Last Testing Date ). Any Performance Rights not meeting this four year hurdle will lapse and be forfeited.

As noted above, the Board has set what it considers to be a challenging ATSR threshold hurdle applicable to the FY22 grant. The additional year 4 re-testing after 30 June 2024 acknowledges this challenge is applied to ensure that the Mr Alcock is motivated to deliver strong performance over a longer term period. The Board intends to consider value adding growth opportunities as they arise, but also recognises that certain investments may need time to develop, execute and fully realise their full potential. The retesting provision also allows for the possibility that market dynamics and factors outside management control may result in HUB24’s Share price at the end of the three year performance period (i.e., until 30 June 2024) not reflecting actual business success in which case the Board may, in its sole and absolute discretion, allow a further 12 months before testing of unvested Performance Rights under PC2.

Any Performance Rights subject to PC2 that have not vested after the Last Testing Date (as defined above), i.e. in 2025, will lapse.

16

Exercise of vested Performance Rights

Upon vesting of Performance Rights, Mr Alcock may choose to exercise, no later than the earlier of the termination of his employment and 15 years from the time the Performance Rights were granted, one Performance Right for each Share, with the Shares being either issued or purchased on market.

The Board has the absolute discretion to deliver either Shares or cash or a combination of both on exercise of vested Performance Rights.

If at any time during the 30 day period prior to the last date for exercise of vested Performance Rights, restrictions in dealing in the Company's securities imposed under clause 5.1 of the HUB24 Group Securities Trading Policy are in effect ( Restricted Period ), the last date for exercise of vested Performance Rights will be extended for a period of 30 days from the date on which the Restricted Period ceases to be in effect. In this case Performance Rights may be exercised at any time between the date on which they vest and the extended date for exercise.

Restrictions on share trading

Performance Rights are transferable within 120 days of issue with the prior written approval of the Board. Mr Alcock will be restricted from selling or transferring any Shares acquired on exercise of vested Performance Rights during the period of 12 months from the date of exercise of the Performance Rights. The exercise or disposal of Shares is also subject to HUB24’s Group Securities Trading Policy and restricted periods.

Treatment of Performance Rights on termination of Mr Alcock's employment and upon a change in control of the Company

The Performance Rights, both vested and unvested, will be retained by Mr Alcock on the cessation of his employment unless and to the extent that the Board determines otherwise in its absolute discretion, which may include proportional vesting over an accelerated time period.

The Board also has the discretion to determine that any benefit payable in the above termination circumstances in relation to Performance Rights can be settled in cash based on the number of Shares into which the Performance Rights would vest multiplied by the 20 trading day closing market price ( VWAP ) of the Shares immediately prior to such payment.

Upon a change in control ( CIC ) event, the Performance Rights will vest on a pro rata period of time basis only up until the date of consummation of the change of control event. The Board has discretion to make the full grant of Performance Rights vest upon a CIC event.

Clawbacks & forfeiture

The Board has an absolute discretion to reduce, cancel or recover ( Clawback ) any and all unvested Performance Rights or Shares issued to Mr Alcock under this Resolution 4 in the following ‘for cause’ circumstances:

  • serious misconduct or fraud by Mr Alcock;

  • unsatisfactory performance by Mr Alcock to the detriment of strategic Company objectives or to the Company’s reputation or standing in the industry or the community, or which has brought the Company into disrepute;

  • error in the calculation of achievement of any Performance Rights or performance conditions;

  • false or misleading statement or omission in relation to the Company’s financial statements;

  • a breach of Mr Alcock’s obligations to the Company, including any breach of his employment agreement or the Company policies or codes of conduct; or

  • conviction of Mr Alcock of a criminal offence or Mr Alcock has had a judgment entered against him in any civil proceedings in respect of duties at law, in equity or under statute.

17

Further, the Board has an absolute discretion to determine to Clawback any and all unvested Performance Rights or Shares issued to Mr Alcock under this Resolution 4:

  • to protect the financial soundness and sustainability of the Company;

  • to ensure that no unfair benefit is obtained by Mr Alcock; or

  • to respond to a material change in the circumstances of, or significant unexpected or unintended consequence affecting the Company that was not foreseen by the Board.

No dividends

Dividends, if any, will not be paid on unvested or unexercised Performance Rights.

Recommendation

The Board (excluding Andrew Alcock, who abstains from making a recommendation due to his personal interest in this Resolution) recommends that Shareholders vote in favour of Resolution 4.

18

GLOSSARY

$ means Australian Dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited or the market it operates as the context requires.

ASX Listing Rules means the Listing Rules of ASX as amended or waived from time to time.

ATSR means Absolute Total Shareholder Return.

Board means the board of directors of the Company, as constituted from time to time.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, Australia.

CAGR means compound annual growth rate.

CIC means change in control.

closely related party has the meaning as defined in section 9 of the Corporations Act.

Company means HUB24 Limited ACN 124 891 685.

Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

FUA means funds under administration.

FY means financial year.

Group means the Company and each of its wholly owned subsidiaries.

Key Management Personnel or KMP has the meaning as defined in section 9 of the Corporations Act.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meaning and the explanatory memorandum accompanying the Notice and the Proxy Form.

Option means an unlisted option to acquire a Share.

Performance Right means an unlisted performance right to acquire a Share.

Performance Rights Plan means the HUB24 Performance Rights Plan, previously approved by Shareholders at the 2016, 2018 and 2020 Annual General Meeting and as amended from time to time.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Company’s 2021 Annual Report.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

19

TSR means Total Shareholder Return.

Volume Weighted Average Price or VWAP means the volume weighted average price of shares traded on ASX determined by dividing the dollar value of shares traded on ASX by the total number of shares traded over the same period.

20

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HUB24 Limited ACN 124 891 685

LODGE YOUR VOTE

ONLINEwww.linkmarketservices.com.au

BY MAIL  HUB24 Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of HUB24 Limited (the Company ) and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your Meeting (mark box) appointed proxy with details on how to access the virtual meeting. Email or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 1:00pm (AEDT) on Tuesday, 14 December 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.linkgroup.com/HUB21 (refer to details in the Notice of Meeting). Important for Resolutions 1 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting (ie. 1.00pm (AEDT) on Sunday, 12 December 2021). Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 REMUNERATION REPORT 2 RE-ELECTION OF DIRECTOR – PAUL ROGAN 3 ELECTION OF DIRECTOR – CATHERINE KOVACS 4 APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO ANDREW ALCOCK

    • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and yourvotes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)
Joint Shareholder 2 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)
Joint Shareholder 3 (Individual)
Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

HUB PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm (AEDT) on Sunday, 12 December 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

  • ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

  • BY MAIL

  • HUB24 Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

  • BY FAX

+61 2 9287 0309

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----- Start of picture text -----

 BY HAND
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delivering it to Link Market Services Limited*

Level 12

680 George Street APPOINTMENT OF A SECOND PROXY Sydney NSW 2000 You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. subject to public health orders and restrictions To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. CORPORATE REPRESENTATIVES

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

ONLINE

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HUB24 Limited ACN 124 891 685

LODGE YOUR QUESTIONS

www.linkmarketservices.com.au

BY MAIL  HUB24 Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX +61 2 9287 0309

BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

Please use this form to submit any questions about HUB24 Limited (“the Company”) that you would like us to respond to at the Company’s 2021 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.

This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm (AEDT) Tuesday, 7 December 2021. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more

frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note

that individual responses will not be sent to shareholders. (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

that individual responses will not be sent to shareholders.

My question relates to (please mark the most appropriate box)

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

  • Chrome – Version 44 & 45 and after

  • Firefox – 40.0.2 and after

  • Safari – OS X v10.9 & OS X v10.10 and after

  • Internet Explorer 9 and up

  • Microsoft Edge - 92.0 and after

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://meetings.linkgroup.com/HUB21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

  • On the left – a live audio webcast of the Meeting

  • On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

  • At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end at the conclusion of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

Shareholders will be able to vote online during the Meeting and voting will close at the conclusion of the Meeting. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

  • a) Land line or mobile phone

  • b) The name and securityholder number of your holding/s

  • c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363.

Joining the Meeting via Phone

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.

Step 1

From your land line or mobile device, call:

Australian Free Toll: +61 1800 941 125

International Number: +61 2 9189 8865

Step 2

You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.

Step 3

When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Step 3

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

1487.7 04/21 ISS2