HUB24 LIMITED — Capital/Financing Update 2017

Dec 11, 2017

Appendix 3B New issue announcement

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

Name of entity

HUB24 Limited

ABN

87 124 891 685

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 (eg, 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)	Options (not quoted) and Performance Rights (not quoted) to acquire fully paid ordinary shares granted to the Managing Director in accordance with resolution 5 of the Annual General Meeting held 20 November 2017. FullyPaid Ordinary shares (FPO).
	78,077 Options 23,897 Performance Rights 120,000FPO
	Subject to satisfaction of the Vesting Conditions applicable to the Options and Performance Rights, the holder will be entitled to exercise their Options and Performance Rights from the date the Options and Performance Rights vest until the 5th anniversary of the date of issue of the Options and Performance Rights (Expiry Date, 11 December 2022). The exercise price in respect of these Options is the VWAP of HUB24 Limited fully paid ordinary shares determined in the 20 trading days before 2 October 2017. (ie. $7.09).The exercise pricein respectof the

• See chapter 19 for defined terms.

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Performance Rights will be Nil.

The vesting conditions which must be met to the satisfaction of the Board in order for the Options and Performance Rights to be exercised are:

• First Performance Condition: 50% of these Options and 50% of the Performance Rights are subject to the First Performance Condition being compound annual growth (CAGR) in funds under administration (FUA). For the performance period from 1 July 2017 to 30 June 2020, vesting is calibrated as follows –

• Zero vesting will occur if the CAGR in FUA was below a minimum level of 25.88% per annum (99.5% over three years);

• 50% vesting will occur if the CAGR in FUA reaches 29.58% per annum (117.6% over three years);

• 100% vesting will occur if the CAGR in FUA reaches 33.09% per annum (135.7% over three years) or more; and

• vesting between 25.88% and 33.09% per annum CAGR in FUA will be on a straight-line basis between these two levels.

• Second Performance Condition: 50% of these Options and 50% of the Performance Rights are subject to the Second Performance Condition being growth in absolute total shareholder return (ATSR). Vesting is calculated as follows –

• 25% vesting will occur when a threshold vesting of 12.5% ATSR compounded annually is achieved;

• 100% vesting will occur when a threshold vesting of 17.5% ATSR compounded annually is achieved; and - vesting between 12.5% and 17.5% ATSR will be on a straight-line basis between these two levels.

The determination of the ATSR thresholds will be based upon the 20 trading day VWAP for HUB24 shares immediately before 2 October 2017 (ie. $7.09).

• Employment : The options and performance rights are subject to forfeiture on termination of the employee’s employment. The Board can determine the circumstances in which the Options and Performance Rights will not be forfeited, for example, by reason of death or becoming (in the Board’s view) totally and permanently disabled.

The FPO are issued on the same terms as existing issued FPO of HUB24 Limited. FPO are subject to sales restrictions of 12 months except to fund exercise cost or tax associated with the options.

• See chapter 19 for defined terms. Appendix 3B Page 2 ME_134645333_2

01/08/2012

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment 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	An Option or Performance Right does not entitle a participant under the HUB24 Limited Share Option Plan or HUB24 Limited Performance Rights Plan (respectively) to participate in new issues of securities or to receive dividends. In the event that fully paid ordinary shares are issued upon the exercise of Options or Performance Rights pursuant to the HUB24 Limited Share Option Plan or the HUB24 Limited Performance Rights Plan (respectively), those shares will rank equally with existing ordinary shares. The FPO issued under the terms of the HUB24 Share Option Plan rank equally with existing issued FPO of HUB24 Limited.
	The Options and Performance Rights are issued for Nil consideration. The FPO are issued as the result of the exercise of the following options by employees: 120,000 options at $0.98 per option.
	The Options and Performance Rights are being granted under the HUB24 Limited Share Option Plan and the HUB24 Performance Rights Plan (respectively) that have been established by the Company as an incentive for employees. The issue of FPO is due to the exercise of options under the HUB24 Share Option Plan.
	No.
	N/A

• See chapter 19 for defined terms.

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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 date 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	N/A	N/A
	N/A
	78,077 Options 23,897 Performance Rights Meeting date: 20 November 2017
	120,000 FPO
	N/A
	N/A
	Remaining capacity LR	7.1 – 8,307,222
	11 December 2017.
	Number	+Class
	61,049,999	FPO

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	400,000 200,000 538,667 610,000 150,000 50,000 418,639 50,000 137,043 34,247 11,211 401,686 122,942	Options (exercisable at $0.98 each expiring on 17 October 2019). Options (exercisable at $0.98 each expiring on 17 October 2019). Options (exercisable at $1.156 each expiring on 4 December 2019). Options (exercisable at $2.46 each expiring on 14 October 2020). Options (exercisable at $2.46 each expiring on 7 December 2020). Options (exercisable at $3.98 each expiring on 30 March 2021). Options (exercisable at $4.46 each expiring on 29 November 2021). Options (exercisable at $5.41 each expiring on 29 November 2021). Performance Rights (nil exercise price each expiring on 29 November 2021). Options (exercisable at $6.25 each expiring on 21 August 2022). Performance Rights (nil exercise price each expiring on 21 August 2022). Options (exercisable at $7.09 each expiring on 11 October 2022). Performance Rights (nil exercise price each expiring on 11 October 2022).

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a Nil trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or 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 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 issue 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 prospectus or Product Disclosure Statement 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 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

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

• See chapter 19 for defined terms.

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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 not available now, 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.

==> picture [146 x 42] intentionally omitted <==

Sign here: ............................................................ Date: 11 December 2017 (Company secretary)

Print name: Matthew Haes

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 405] intentionally omitted <==

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

Insert number of fully paid ordinary 53,921,303
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 2,132,333
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities 4,256,991
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 60,310,627
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	9,046,594
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of equity securities issued or	739,372 FPO issued under 7.1 on 3 January
agreed to be issued in that 12 month period	2017
_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

7.1 that has already been used
Insertnumber of equity securities issued or	739,372 FPO issued under 7.1 on 3 January
agreed to be issued in that 12 month period	2017
_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”	739,372
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	9,046,594
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	9,046,594
Note: number must be same as shown in
Step 2
Subtract“C”	739,372
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	8,307,222
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” N/A Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 N/A

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of equity securities issued or N/A agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” N/A

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	N/A
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	N/A Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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