HUB24 LIMITED — Capital/Financing Update 2021

Feb 18, 2021

Proposed issue of securities

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Announcement Summary

Entity name

HUB24 LIMITED

Announcement Type

New announcement

Date of this announcement

Friday February 19, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued HUB ORDINARY FULLY PAID 1,378,956

Proposed +issue date

Tuesday March 2, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

HUB24 LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

87124891685

1.3 ASX issuer code

HUB

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday February 19, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	**** Approval**
+Security holder approval	Friday February 12, 2021	actual?	received/condition met?
		Actual	Yes

Comments

The new HUB24 Shares the subject of this Appendix 3B are being issued pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act between Xplore Wealth Limited (Xplore) and Xplore shareholders (Share Scheme), under which all of the fully paid ordinary shares in Xplore (Xplore Shares) will be transferred to HUB24 in consideration for the issue of the new HUB24 Shares. No HUB24 shareholder approval is required in connection with the proposed issue of the new HUB24 Shares. Xplore shareholders approved the Share Scheme on 12 February 2021.

Approval/Condition	Date for determination	Is the date estimated or	**** Approval**
Court approval	Thursday February 18, 2021	actual?	received/condition met?
		Actual	Yes
Comments
Court approval of the Share	Scheme was obtained on 18 February 2021
Approval/Condition	Date for determination	Is the date estimated or	**** Approval**
Other (please specify in	Thursday February 18, 2021	actual?	received/condition met?
comment section)		Actual	Yes

Comments

Various other conditions precedent to the Share Scheme, all of which have now been satisfied or waived

Part 7B - Issue details

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued

ASX +security code and description HUB : ORDINARY FULLY PAID Number of +securities proposed to be issued 1,378,956 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities The consideration for the new HUB24 shares will be the acquisition by HUB24 of all of the Xplore shares under the Share Scheme Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 29,759,089.000000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday March 2, 2021 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

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7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by HUB24 in connection with the Share Scheme include financial and legal adviser fees and share registry fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The acquisition by HUB24 of all of the Xplore shares pursuant to the Share Scheme

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Please see the Scheme Booklet issued by Xplore dated 18 December 2020

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