21 January 2021

BY ELECTRONIC LODGEMENT

ASX Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir / Madam

Off–market proportional takeover bid by HUB24 Limited ACN 124 891 685 to acquire 1 out of every 3 ordinary shares in Easton Investments Limited ACN 111 695 357 (Easton) – Bidder's Statement

We act for HUB24 Limited ACN 124 891 685 ( HUB24 ).

We attach, by way of service pursuant to section 633(1C) of the Corporations Act (inserted into the Corporations Act by ASIC Class Order 13/521), a copy of HUB24's Bidder's Statement dated 6 January 2021 which includes an offer dated 21 January 2021, in relation to HUB24's off-market proportional takeover bid to acquire 1 out of every 3 ordinary shares in Easton that HUB24 has today commenced sending to holders of Easton ordinary shares.

Yours faithfully MinterEllison

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Michael Scarf Partner

Contact: Suzie Losanno T: +61 2 9921 4872 [email protected] Partner: Michael Scarf T: +61 2 9921 4045 OUR REF:

enclosure

Level 40 Governor Macquarie Tower 1 Farrer Place Sydney GPO Box 521 Sydney NSW 2001 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com

ME_179795357_2

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BIDDER’S STATEMENT

KEY DATES	3
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2. INFORMATION ON EASTON AND EASTON SHARES	26
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HUB24 LIMITED BIDDER’S STATEMENT

KEY DATES

��	21 December 2020
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HOW DO I ACCEPT THIS OFFER?

��[1]

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3. For Issuer Sponsored Holdings of Easton Shares:

(Shareholder Reference Number beginning with ‘I’)

�� return it in the enclosed envelope or to an address on the Acceptance Form, together with all documents required by ��

For CHESS Holdings of Easton Shares:

��

��

��
complete and sign the enclosed Acceptance Form in accordance with the instructions on it and return it in the enclosed envelope or to an address on the Acceptance Form, together with all other documents required by the ��
��

HUB24 LIMITED BIDDER’S STATEMENT

IMPORTANT INFORMATION

��

�� ASIC ��

��

DISCLAIMER AND NOTICES

INVESTMENT DECISIONS

��

OFFERS OUTSIDE AUSTRALIA

��

FORWARD-LOOKING STATEMENTS

��

HUB24 LIMITED BIDDER’S STATEMENT

PRIVACY COLLECTION STATEMENT

�� under the Corporations Act.

�� Easton Shareholder vote.

EFFECT OF ROUNDING

��

INFORMATION ON EASTON

��

DIAGRAMS AND DATA IN CHARTS, GRAPHS AND TABLES

��

REFERENCES TO CURRENCY

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REFERENCES TO TIME

��

FURTHER QUESTIONS

��

Please note that calls to these numbers may be recorded.

HUB24 LIMITED BIDDER’S STATEMENT

LETTER FROM THE CHAIRMAN OF HUB24

��

Dear Easton Shareholder

�� HUB24 ��

�� Easton Share.

�� Transactions ��

�� Easton Shares, while retaining the ability to participate in the potential future growth of Easton. As part of the Transactions, ��

Easton Shareholders who were on the Easton Register on 23 December 2020, the record date for the Easton Special Dividend ��

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�� Proposal.

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HUB24 LIMITED BIDDER’S STATEMENT

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��[3] and provides ��

�� the delivery of professional advice to more Australians.

�� proposed at the end of October 2020.[�]

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�� with Easton and to receiving your support and acceptance.

Yours Sincerely

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HUB24 LIMITED BIDDER’S STATEMENT

REASONS WHY YOU SHOULD ACCEPT THE OFFER

1.	��
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	Easton Shares they own or control.
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HUB24 LIMITED BIDDER’S STATEMENT

REASONS WHY YOU SHOULD ACCEPT THE OFFER

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Source: IRESS

�� or control.

�� of a Superior Proposal.

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HUB24 LIMITED BIDDER’S STATEMENT

3. ��

��[11] providing you with an ��

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be paid $1.20[12] ��
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receipt of your valid acceptance; and
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Easton Shareholders who were on the Easton Register on the record date for the Easton Special Dividend of 23

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�� emerging.

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�� Agreements; and
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�� Original Announcement Date; and
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HUB24 LIMITED BIDDER’S STATEMENT

6. ��

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�� 31 December 2020.

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Source: IRESS
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HUB24 LIMITED BIDDER’S STATEMENT

�� near future.

�� ADTV �� [16] Trading volumes did increase on the Original Announcement of �� Original Announcement Date.

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�� of twelve months to 31 December 2020.

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Daily Trading Volume [(1)] 30 Day ADTV (to 27 Oct): 9,553 shares
200,000
175,000
28-Oct-2020
150,000 Original announcement of HUB24's proposed
investment of up to 40% of Easton
125,000
100,000
75,000
50,000
25,000
0
Dec-19 Mar-20 Jun-20 Sep-20 Dec-20
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Source: IRESS

Note (1): Total cumulative trading volumes exceeded 200,000 shares on the following dates: 28/10/2020 (approximately 607,000 shares traded), 29/10/2020 (approximately 444,000 shares traded) and 4/11/2020 (approximately 242,000 shares traded).

16��

HUB24 LIMITED BIDDER’S STATEMENT

�� Condition.

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HUB24 LIMITED BIDDER’S STATEMENT

FREQUENTLY ASKED QUESTIONS

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Bidder’s
Statement
No. ��
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1.	What is the	��	Important
	��	for distribution to Easton Shareholders.	information
	Statement	��
		��
		��
		��
		other professional adviser.
2.	What is the	��	��
	��	(rounded up to the nearest Share).��cash for 1 out
		��
		��
		your Easton Shares (rounded up to the nearest Share) and retain the balance of
		your Easton Shares.
		��
		paid $3,600 in cash for 3,000 of your Easton Shares and continue to own 6,000
		Easton Shares.
		��
		and not a greater or lesser proportion.
		��
		��In
		��
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		your Easton Shares.
		��
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		(including the creation of one or more trusts), at any time after 10:00am on the
		Announcement Date.
		Subject to the provisions of a notice complying with the requirements in
		��
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HUB24 LIMITED BIDDER’S STATEMENT

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Bidder’s
Statement
No. ��
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3.	How do I accept	��	��
	��	Section and on the Acceptance Form. Your acceptance must be received in
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		at the end of October 2020.20��
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		��22and provides technology
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		platform is recognised for providing choice and innovative product solutions
		that create value for advisers and their clients.
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		compliance, software, education and support to the practices, enabling advisers
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		to deliver services to their clients.

20��
21 Strategic Insights Master Funds Platforms and Wraps September 2020
22��
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�� Easton as part of the Transactions.

HUB24 LIMITED BIDDER’S STATEMENT

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Bidder’s
Statement
No. ��
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��	What is	��	��	��
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	current interest in	��	��
	��	•	��
			each of the Directors (or their Associates), committing them to accept the
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6.	What is the	��		��
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��	Do the Easton	The Easton Directors unanimously intend to recommend that Easton		N/A
	Directors	��
	support
	��
��	What choices	As an	Easton Shareholder, you have the following choices:	N/A
	��	•	��
			cash consideration and either:
			� retain the balance of your Easton Shares; or
			� ��
			��
			��
			in respect of any of those Easton Shares;
		•	��
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			acquire; or
		•	do nothing.

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HUB24 LIMITED BIDDER’S STATEMENT

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Bidder’s
Statement
No. ��
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��	Can I accept the	No, you can only accept for the full 1 out of every 3 of your Easton Shares.	��
	�� than 1 out of every 3 of my ��	�� �� �� ��
		��
		Easton Shares. Any sale of the remaining 2 out of every 3 of your Easton Shares
		��
		��
		��
		sell some or all your Easton Shares, the purchaser of those Easton Shares may
		��
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10.	What happens	��	Important
	if I accept	Shares, you will not be able to sell those Easton Shares or deal with the Rights	Information,
	��	��	and
		by an amount equal to those Rights), subject to your limited statutory rights to	��
		withdraw your acceptance in certain circumstances.	��
		��
		Shares, but a purchaser of such Easton Shares will not be able to accept the
		��
11.	Do I get to	Easton Shareholders who were on the Easton Register on the record date for	N/A
	��	the Easton Special Dividend of 23 December 2020 will be entitled to retain the
	Easton Special	��
	��	��
12.	If I accept the	��	��
	��	��
	��	��
13.	What happens	��	N/A
	if I do not accept	Shares, you will retain all of your Easton Shares and will not receive any cash
	��	��
��	When does the	��	��
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16.	Can I sell my	��	��
	Easton Shares	��	��
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HUB24 LIMITED BIDDER’S STATEMENT

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Bidder’s
Statement
No. ��
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��	Will I need to	If your Easton Shares are registered in an Issuer Sponsored Holding in your	��
	��	��
	fee if I accept	��
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	subject to	include Easton splitting or consolidating its shares, Easton or a subsidiary
	��	��
		Easton or a subsidiary disposing of the whole or a substantial part of its
		business or property, or the occurrence of insolvency events in respect of
		Easton or a subsidiary. Details of the No Prescribed Occurrences Condition are
		��
��	What happens	��	��
	if the Defeating	��
	Condition is �� ��	�� ��
20.	Why should	��	Reasons why
	I accept the ��	�� �� your Easton Shares.	you should accept the ��
		2. Easton Directors unanimously intend to recommend that you accept the
		��
		��
		of every 3 Easton Shares they own or control.
		�� ��
		Easton Shares.
		�� ��
		��
		�� ��
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		of a Competing Proposal emerging.
		�� ��
		�� ��
		have limited alternative opportunities to sell your Easton Shares at or near
		��
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		Occurrences Condition.
		�� ��26

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26��

HUB24 LIMITED BIDDER’S STATEMENT

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Bidder’s
Statement
No. ��
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21.	Can I withdraw	��	��
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22.	What are the	��	��
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	if I accept the ��	�� ��
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23.	What if I	��	N/A
	require further	��
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HUB24 LIMITED BIDDER’S STATEMENT

1. INFORMATION ON HUB24

1.1 OVERVIEW OF HUB24

�� HUB24 �� services industry.

�� transactions proposed at the end of October 2020.[��] �� [��]

��

1.2 BUSINESS OVERVIEW

��

�� platform is recognised for providing choice and innovative product solutions that create value for advisers and ��

��

(a) �� categories[��]
(b) ��[30]
(c) ��[31]
(d) Rated No.1 for Integration[32]
(e) 1st place in terms of overall investment options and second overall in terms of adviser satisfaction[33]

��

�� Strategic Insights Master Funds Platforms and Wraps September 2020

�� Wealth Insights Platform Service Report 2020

30��

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HUB24 LIMITED BIDDER’S STATEMENT

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�� advice across a range of products.[��]

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�� including the principal activities, are described above.

��

1.3 STRATEGY AND GROWTH OPPORTUNITIES

(a) ��

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Continued Demand for Institutions evolution of Managed Accont reshaping/exiting retail platforms Solutions wealth (platform & financial advice)

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Technology, Transformation Growing innovation and of Financial advice gap greated data advice Industry connectivity

�� the incumbent institutions either revising their wealth strategy or opting out of wealth management altogether by selling, or announcing the sale of, their wealth businesses.

�� complete on 1 February 2021.

HUB24 LIMITED BIDDER’S STATEMENT

��

�� [��]

�� these practices are continuing to transform their businesses to remain competitive and adjust to new regulations �� to assist them in this transformation.

��

�� for advisers and their clients to help them meet their retirement and investment goals.

��

�� growth and enabling an advice profession.

(c) ��

�� business with record growth, while also building the foundations for further growth.

�� pipeline and is securing a number of new client relationships.

��

�� two additional transactions and a capital raising as follows:

�� intellectual property.
��

�� Strategic Insights Master Funds Platforms and Wraps September 2020

HUB24 LIMITED BIDDER’S STATEMENT

�� $20 million. Shares for the share purchase plan were issued on 30 November 2020.

��

1.4 BOARD AND SENIOR MANAGEMENT

��

(a) Directors

�� ��

B Eng CP Eng, MBA, FAICD

�� Raytheon and listed technology companies. He is a specialist in rapid growth entrepreneurial companies, �� Australian Institute of Company Directors.

��

�� ��

B Bus, GAICD

�� across wealth management encompassing advice, platforms, industry superannuation, insurance and ��

��

Ian Litster ��

B Sc (Hons)

��

HUB24 LIMITED BIDDER’S STATEMENT

��

B Comm LLB

�� Investment Funds Association of Australia (now Financial Services Council) and currently Chairman of a leading ��

��

B Bus, GAICD

��

B Sc, LLM, GAICD

�� as a Consultant to Herbert Smith Freehills. Ruth has served on a number of boards and committees during �� Compliance Committee.

��

Kitrina Shanahan

��

(c) ��

��
��
��
��
��
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HUB24 LIMITED BIDDER’S STATEMENT

1.5 SUBSTANTIAL HUB24 SHAREHOLDERS

��

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Name ��
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��	��	��
Hyperion Asset Management	��	��
��	��	��
��	��	��

1.6 PUBLICLY AVAILABLE INFORMATION

��

1.7 HUB24’S RELEVANT INTEREST IN EASTON SHARES

��

1.8 ACQUISITIONS BY HUB24 OF EASTON SHARES DURING THE PREVIOUS 3 MONTHS

��

HUB24 LIMITED BIDDER’S STATEMENT

2. INFORMATION ON EASTON AND EASTON SHARES

2.1 OVERVIEW OF EASTON AND ITS PRINCIPAL ACTIVITIES

�� operations are divided into two business segments, namely Wealth Solutions and Accounting Solutions.

��

�� [36]

2.2 DIRECTORS

��

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Name Position
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Kevin White	��
��Hayes	��
Carl Scarcella	��
��	��

2.3 DIRECTORS’ INTERESTS IN EASTON SHARES

��

Director	Easton Shares
Kevin White	3,100,000��
��s	��
Carl Scarcella	200,000��
��s	��

36��

�� Mr White and his associates.

�� Mr Hayes and his associates.

�� Mr Scarcella and his associates.

�� Mr Evans and his associates.

HUB24 LIMITED BIDDER’S STATEMENT

2.4 CAPITAL STRUCTURE OF EASTON

��

Class	��
Easton Shares	��

��

2.5 SUBSTANTIAL EASTON SHAREHOLDERS

�� Easton Shares:

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��r Last notice �� [41] (%)
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�� �� ��	��
�� associated entities) Pie Funds �� �� ��	��
Kevin and Margaret White as Trustees of the White Family Super Fund A/C �� 3,100,000��	��
�� 6 November 2020 ��	��

2.6 RECENT EASTON SHARE PRICE PERFORMANCE

��

��
(a) �� including 20 December 2020; and
(b) ��

��

��

�� Mr Hayes and his associates.

�� Mr White and his associates.

HUB24 LIMITED BIDDER’S STATEMENT

�� 2020, being the Trading Day prior to the Announcement Date are shown in the chart below.

��

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Source: IRESS
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2.7 MATERIAL CONTRACTS

��

2.8 PUBLICLY AVAILABLE INFORMATION

�� should refer to the information that has been disclosed by Easton in accordance with these obligations.

��

HUB24 LIMITED BIDDER’S STATEMENT

3. INTENTIONS OF HUB24

3.1 INTRODUCTION

��

(a) the future business of Easton;
(b) ��
(c) the future employment of the present employees of Easton.

These intentions are based on facts and information concerning Easton, its business and the general business �� in this Section are of current intentions only and accordingly may vary as new information becomes available or circumstances change.

�� [��]

�� general meeting.

��

�� from time to time, commensurate with its shareholding, subject to satisfying any requirements imposed by law ��

��

��

��

HUB24 LIMITED BIDDER’S STATEMENT

3.2 STRATEGIC REVIEW

��

�� strategic review.

Final decisions will only be reached in light of available information and circumstances at the relevant time. Accordingly, the statements set out in this section are statements of current intention only and may vary as new ��

3.3 MANAGING DIRECTOR

��

3.4 OTHER INTENTIONS

��

(a) �� services to advisers, accountants and their clients; and
(b) ��

��

3.5 LIMITATIONS OF INTENTIONS

For the avoidance of doubt, the intentions and statements of future conduct set out in this section are subject to:

(a) �� for these purposes; and
(b) �� in good faith, for proper purposes and to have regard to the interests of Easton, and all Easton Shareholders.

HUB24 LIMITED BIDDER’S STATEMENT

4. SOURCES OF CASH CONSIDERATION

4.1 TOTAL CONSIDERATION AND SOURCES

��

4.2 AMOUNT PAYABLE

��

�� �� ).[��]

��

�� ��	Price �� �� ��
(comprising 1 out of 3 of the total Easton ��	for 1 out of every 3 Easton Shares

��

4.3 SUFFICIENCY OF FUNDING TO MEET CASH CONSIDERATION

��

(a) ��
(b) ��

��

HUB24 LIMITED BIDDER’S STATEMENT

5. TAXATION CONSIDERATIONS FOR AUSTRALIAN EASTON SHAREHOLDERS

5.1 AUSTRALIAN TAX IMPLICATIONS FOR EASTON SHAREHOLDERS

�� on disposing of their Easton Shares, in return for cash.

��

The information applies only to Easton Shareholders who hold their interest in the Shares on capital account, �� summary does not address the consequences that arise for Easton Shareholders:

(a) ��
(b) ��
(c) who acquired their Easton Shares through an employee share scheme;
(d) �� through a permanent establishment in a foreign country;
(e) ��
(f) ��

�� your Easton Shares according to your own particular circumstances.

��
(a) ��
(b) ��
(c) ��
(d) whether you are an individual, a company or a trustee of a complying superannuation entity.

5.2 CGT CONSEQUENCES - IMPLICATIONS OF DISPOSAL OF EASTON SHARES BY EASTON SHAREHOLDERS

��

�� proceeds received for the disposal of your Easton Shares and the cost base of your Easton Shares.

(a) ��

�� purposes of calculating the capital gain or loss.

HUB24 LIMITED BIDDER’S STATEMENT

��

�� the Easton Share (plus any incidental costs you incur on acquisition and disposal of the Easton Share). Your �� have been disclosed to you in your previous dividend statements from Easton. Easton Shareholders should ��

5.3 CGT CONSEQUENCES FOR AUSTRALIAN RESIDENT EASTON SHAREHOLDERS

(a) ��

�� available to reduce your capital gain.

Easton Shareholders who are individuals, trusts or complying superannuation funds who have held their �� there is a net capital gain for the income year.

�� this respect.

��

A capital loss will arise where the capital proceeds received by the Easton Shareholders on the disposal of their Easton Shares are less than the reduced cost base of those Easton Shares.

�� recoupment test rules may apply to companies to restrict their ability to utilise capital losses in future years in �� these rules.

5.4 CGT CONSEQUENCES FOR FOREIGN RESIDENT EASTON SHAREHOLDERS

��

(a) ��
(b) ��

A Shareholding that meets these conditions is referred to as an indirect Australian real property interest. ��

��

HUB24 LIMITED BIDDER’S STATEMENT

5.5 FOREIGN RESIDENT CGT WITHHOLDING OBLIGATIONS

��

(a) ��
(b) reasonably believes that the target shareholder is a foreign resident; or
(c) does not reasonably believe that the target shareholder is an Australian resident and either:
(i) the target shareholder has an address outside Australia; or
(ii) �� (whether to the target shareholder or to anyone else).

�� consideration to the target shareholder.

�� to be, a liability to withhold and pay an amount to the ATO in respect of the disposal of the Easton Shares by a �� Easton Shareholder and pay the amount withheld to the ATO. The Easton Shareholder will then only receive the ��

�� registered address. A Easton Shareholder who believes the disposal of their Easton Shares may trigger a foreign ��

��

5.6 GST

��

HUB24 LIMITED BIDDER’S STATEMENT

6. OTHER INFORMATION

6.1 INDUCING BENEFITS GIVEN BY HUB24 DURING PREVIOUS 4 MONTHS

��

(a) ��
(b) dispose of Easton Shares.

6.2 NO ESCALATION AGREEMENTS

�� 622 of the Corporations Act.

6.3 NO OTHER MATERIAL INFORMATION

�� disclosed to the holders of Easton Shares.

��

6.4 CONSENTS TO BE NAMED

�� with ASIC:

(a) ��

(b) ��
(c) ��

��

HUB24 LIMITED BIDDER’S STATEMENT

6.5 ASIC RELIEF

�� Days of the request.

As permitted by ASIC Corporations (Consents to Statements) Instrument 2016/72 �� without consent, include or be accompanied by certain trading data references and certain statements which fairly �� journal or comparable publication.

As permitted by ASIC Corporations (Consents to Statements) Instrument 2016/72 ��

6.6 WITHHOLDING OF CONSIDERATION

��

�� Income Tax Assessment Act 1936 ��

�� Taxation Administration Act 1953 ��

6.7 ARRANGEMENTS BETWEEN EASTON AND HUB24

��

(a) ��

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��
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��	��
	3 Easton Shares for consideration of $1.20 cash for 1 out of every 3 Easton Share
	reduced by any dividends or distributions paid or payable by Easton after the
	��
	the Permitted Dividend.
��	��
	Occurrence occurs.
��	��
Heads of Agreement	��
	terminated.

HUB24 LIMITED BIDDER’S STATEMENT

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��
----- End of picture text -----

Options	��
	��
	Distribution Agreement (see below) on the following terms:
	• Nil Subscription Price
	• Each New Easton Option entitles the holder to subscribe for one Share
	��
	• ��
	• ��
	��
	��
	• ��
	��
	• ��
	��
	• ��
	equally with all other Easton Shares on issue
	• ��
	of the New Easton Options
	• All rights of a New Easton Option holder will be changed in the manner
	��
	capital of Easton is reorganised
	• ��
	��
	• ��
	• The New Easton Options are not transferable.
Appointment of	��
Directors to Easton	1 February 2021.
��	��
	��
��	��
	• No shop;
	• ��
	• No due diligence; and
	• ��
��	��
Costs	before the End Date and is subsequently implemented.
	��
	in material breach of a warranty or other material obligation of the Transaction
	Implementation Deed.
Top up rights	��
	��
Termination	��
	��
	Prescribed Occurrence eventuates.

HUB24 LIMITED BIDDER’S STATEMENT

��

(c)	�� ��
	Consideration �� ��Director Shareholders”), each Director Shareholder will �� • �� • �� • �� • ��
	Acceptance of arrangements �� �� ��
	Restriction on dealing in Acceptance Shares The Director Shareholders must not sell, transfer or otherwise dispose of any of �� ��
	Termination This agreement will terminate if: • �� �� �� • �� • ��
	��
	�� ��
	Overview �� pursuant to which Easton will acquire all the outstanding shares in Paragem, �� ������ The Paragem Agreement is not subject to any conditions precedent.
	�� Consideration Shares If Completion does not occur by the Sunset Date (31 March 2021) due to a �� �� for $1 in aggregate for all Consideration Shares.
	Obligations before Completion �� in the ordinary course and consistent with past practice and includes customary restrictions in respect of various actions without the prior written consent of �� �� the Records at all reasonable times before completion of the sale of Paragem to enable Easton to, as is reasonably necessary, become familiar with the ��
	Restraint �� business to that of Paragem.
	Completion ��

HUB24 LIMITED BIDDER’S STATEMENT

(d) ��

==> picture [446 x 21] intentionally omitted <==

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

��
----- End of picture text -----

Term	��
	��
Termination	��
	issuing a Termination Notice to the other party if:
	• ��
	within 20 business days)
	• ��
	• ��
	consent
Change of Control	��
	issuing a termination notice to the other party if there is a change in control in
	��
	consent.
	��
	underlying control or the composition of the board of directors of a person
	��
	Corporations Act).

(e) ��

��

��	��
Services	��HUB24 ServiceCo”) will provide certain services to
	Paragem on a transitional basis following completion of the Paragem Agreement.
Term	The agreement commences on the Completion Date (being the date of
	completion under the Paragem Agreement) and continues for 3 months.
	��
	��
	impact on the continuity of the Paragem business, provided that the term not be
	��
Termination	��
	the other party commits a material breach (or fails to remedy within 20 business
	��

HUB24 LIMITED BIDDER’S STATEMENT

7. THE OFFER

7.1 GENERAL TERMS

(a) ��
(b) �� of rights attached to, other shares convertible into Easton Shares that are on issue at the Register Date.
(c) �� �� ”). You can sell your ��
(d) �� who hold one or more parcels of Easton Shares as nominee or trustee for others, provided that the holder ��
(e) ��
(f) �� rounded up to the nearest whole number.
(g) ��
(h) ��
(i) ��

7.2 OFFER PERIOD

��

(a) on 22 February 2021; or
(b) ��

�� Corporations Act.

HUB24 LIMITED BIDDER’S STATEMENT

�� the relevant event:

(c) ��
(d) ��

7.3 HOW TO ACCEPT THE OFFER

��

�� depending on the nature of your shareholding in Easton. You will only be sent one type of Acceptance Form with ��

(a) ��

��

(i) ��
(ii) if you are not the Controlling Participant, you should either:
��
�� and signed, you need to return the Acceptance Form together with all other documents required �� your Controlling Participant, and for your Controlling Participant to carry out those instructions, ��

(c) ��

�� not yet) registered as the holder of, or are otherwise able to give good title to, your Easton Shares, to accept ��

(i) complete and sign the Acceptance Form in accordance with the instructions on it; and
(ii) return the Acceptance Form together with all other documents required by the instructions on it to one ��

HUB24 LIMITED BIDDER’S STATEMENT

7.4 ENTITLEMENT TO OFFER

(a) ��
(i) ��
(ii) ��
��
(b) �� because you hold Easton Shares on trust for, as nominee for, or on account of, another person or persons �� �� �� relation to each of those parcels (including any parcel you hold in your own right). An acceptance by you of the ��
(i) ��
(ii) �� Parcel Notice ”); and
(iii) the Parcel Notice:
- (A) is signed by you as the holder of those Easton Shares (a person who is, or is entitled to be registered, as the holder of the shares); and
- ��
- (C) in the case of Easton Shares in a CHESS Holding is in a form (which may include an electronic form) ��
- (D) where the parcel of Easton Shares is held by you as trustee or nominee for, or otherwise on ��
  - ��
  - �� and
  - ��
- ��
  - that you hold the parcel in your own right;
  - the date you acquired a legal interest in the parcel; and
  - ��

7.5 YOUR AGREEMENT

��

(a) ��
(i) inserting correct details of your Easton Shares (including details of a parcel of Easton Shares required by ��
(ii) ��
(iii) rectifying any errors in, and omissions from, your personalised Acceptance Form, ��

HUB24 LIMITED BIDDER’S STATEMENT

(b) ��
(i) ��
(ii) give to your Controlling Participant on your behalf any other instructions in relation to your Easton Shares which are contemplated by the sponsorship agreement between you and your Controlling ��
- ��
(iii) ��
(iv) �� any losses whatsoever you incur by the fact that your acceptance is not processed before the end of the ��
(v) ��
(c) ��
(d) ��
(e) ��
(i) you have paid to Easton all amounts which are due for payment in respect of your Sold Shares;
(ii) all of your Sold Shares are fully paid and free from all Encumbrances and restrictions on transfer of any nature;
(iii) �� separate parcels of Easton Shares; and
(iv) you have full power and capacity to sell and transfer those Sold Shares;
(f) ��
(i) �� severally as your agent and attorney on your behalf to:
- �� respect of your Sold Shares at any such meeting; and
- �� Shares and perform such actions as may be appropriate in order to vest good title in your Sold ��
(ii) ��
(g) ��
(h) ��

HUB24 LIMITED BIDDER’S STATEMENT

(i) �� or in consequence of the transfer of your Sold Shares being registered by Easton without production of your ��

�� registered holder of them.

7.6 REVOCATION OF ACCEPTANCE

��

(a) �� terminate and the Sold Securities will be returned or released to you; or
(b) �� Corporations Act.

7.7 POWERS OF ATTORNEY

If the Acceptance Form is signed under power of attorney, the attorney declares that the attorney has no notice of ��

7.8 VALIDATION OF OTHERWISE INEFFECTIVE ACCEPTANCES

(a) ��
(b) ��
(c) �� to you, deem any Acceptance Form it receives to be a valid acceptance in respect of your Easton Shares, even if a requirement for acceptance has not been complied with but the payment of the consideration in ��
(d) ��

7.9 NOMINEE HOLDINGS

��

7.10 DEFEATING CONDITION

(a) �� �� ”) ��

During the Condition Period, none of the following events happen:

(A) Easton converts all or any of its shares into a larger or smaller number of shares;
��

HUB24 LIMITED BIDDER’S STATEMENT

(C) Easton or a Subsidiary of Easton:
(i) ��
(ii) �� Corporations Act;
�� such an issue or grant such an option;
(E) Easton or a Subsidiary of Easton issues, or agrees to issue, convertible notes;
(F) Easton or a Subsidiary of Easton disposes, or agrees to dispose, of the whole, or a substantial part, of ��[��]
�� substantial part, of its business or property;
(H) Easton or a Subsidiary of Easton resolves to be wound up;
(I) a liquidator or provisional liquidator of Easton or of a Subsidiary of Easton is appointed;
��
��
��
(M) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Easton or of a Subsidiary of Easton.

(b) ��

��
(c) ��
��
(d) ��

��

(e) ��

The date for giving the notice on the status of the Defeating Condition as required by section 630(1) of the ��

(f) ��
��
(i) ��
(ii) �� Defeating Condition.
(g) ��

��

HUB24 LIMITED BIDDER’S STATEMENT

7.11 PAYMENT FOR YOUR EASTON SHARES

(a) ��
��
(i) ��
(ii) �� acceptance becomes unconditional.
(b) ��
�� holder of your Sold Shares (such as a power of attorney):
(i) ��
(ii) �� the contract resulting from your acceptance becomes unconditional;
(iii) ��
(iv) �� after the contract becomes unconditional.
(c) ��
�� in the case of an address outside Australia by airmail, to the address shown in the Acceptance Form.

7.12 APPROVALS FOR PAYMENT

��

(a) resident in, or a resident of, a place to which; or
(b) person to whom, any of the following applies:
(i) ��
(ii) ��
(iii) �� Charter of the United Nations Act 1945 (Cth);
(iv) Autonomous Sanctions Regulations 2011 (Cth); or
(v) ��

�� have been obtained.

HUB24 LIMITED BIDDER’S STATEMENT

7.13 WITHHOLDING PAYMENT

If any amount (the withholding amount) is required, under any Australian law or by any Public Authority, to be:

(a) ��
(b) ��

��

7.14 RETURN OF DOCUMENTS

�� address shown on the Acceptance Form any Acceptance Form and any other documents sent with it by you, or ��

7.15 RIGHTS

(a) ��
(b) �� to holders of the Sold Shares by an amount equal to the value of such cash Rights.
(c) �� Price payable by it to holders of Sold Shares by an amount equal to the value (as reasonably assessed by the ��

7.16 COSTS

��

7.17 GOVERNING LAW AND JURISDICTION

�� South Wales.

7.18 DATE FOR DETERMINING HOLDERS OF EASTON SHARES

��

7.19 BROKERAGE AND FEES

(a) If your Easton Shares are registered in an Issuer Sponsored Holding in your name and you deliver the Sold ��
(b) ��
(c) ��
��

HUB24 LIMITED BIDDER’S STATEMENT

7.20 VARIATION

��

7.21 FOREIGN LAWS

��

7.22 WITHDRAWAL

(a) �� time with the written consent of ASIC which consent may be given subject to such conditions (if any) as are �� other conditions imposed by ASIC.
(b) ��

HUB24 LIMITED BIDDER’S STATEMENT

8. DEFINITIONS AND INTERPRETATIONS

��

==> picture [511 x 21] intentionally omitted <==

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

Term ��
----- End of picture text -----

��	��
	��
ADTV	average daily trading volume.
��	��
ASIC	the Australian Securities and Investments Commission
Associate	has the meaning given in section 12 of the Corporations Act.
ASX	��
	��
��	��
ASX Settlement	��
ASX Settlement	��
��
ATO	��
Bidder’s Statement	��
	��
��	��
��	��
	holidays in Sydney, New South Wales.
CAGR	compound annual growth rate.
CHESS	��
	provides for the electronic transfer, settlement and registration of shares.
��	a holding of Easton Shares on the CHESS Subregister of Easton.
��	��
��	��
	that, if completed, would mean:
	(a) ��
	��
	(b) a person would enter into, buy, dispose of, terminate or otherwise deal with any cash
	settled equity swap or other synthetic, economic or derivative transaction connected
	��
	��
	(c) a person would directly or indirectly acquire or obtain an interest (including an
	economic interest) in all or substantially all of the business conducted by, or assets or
	��

HUB24 LIMITED BIDDER’S STATEMENT

==> picture [511 x 21] intentionally omitted <==

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

Term ��
----- End of picture text -----

��	(d) ��
(continued)	(e) ��
	bid, scheme of arrangement, capital reduction, sale of assets, sale of securities, strategic
	alliance, dual listed company structure, joint venture or partnership),
	��
	��
Condition Period	��
��	��
��	the_Corporations Act 2001_(Cth).
��	��
or��
��
Easton	��
��	��
	��
Easton 3 Month VWAP	��
	��
Easton 6 Month VWAP	��
	��
Easton Board or Board	the board of directors of Easton.
��	��
��	trading prior to the Original Announcement.
��
��	Easton and its Related Entities collectively, and��means any member
	��
��	the register of members of Easton.
Easton Shares	each fully paid ordinary share in Easton.
Easton Shareholders or	each holder of Easton Shares.
Shareholders
��	��
orPermitted Dividend	bearing a record date of 23 December 2020 and payable to eligible Easton Shareholders on
	��
��	(a) a share interest;
	(b) an easement, restrictive covenant, caveat or similar restriction over property;
	(c) ��
	of money or the performance of an obligation, or that gives a creditor priority over
	��
	payment of a deposit or other money);
	(d) a right of any person to purchase, occupy or use an asset (including under an option,
	agreement to purchase, licence, lease or hire purchase;
	(e) ��
	the use of property or the registration of an interest in or dealing with property; or
	(f) an a��
	allow any of them to e��

HUB24 LIMITED BIDDER’S STATEMENT

==> picture [511 x 21] intentionally omitted <==

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

Term ��
----- End of picture text -----

��	��
	��
��	a law of a jurisdiction other than an Australian jurisdiction.
FUA	funds under administration.
GST	has the same meaning as in_A New Tax System (Goods and Services Tax) Act 1999_(Cth).
��	��
	��
	��
��	the number used to identify an Easton Shareholder on the CHESS Subregister of Easton.
��
HUB24	��
��	����means any member
	��
��	��
	��
	��
	comprehensive reporting for all types of investors including investors, companies, trusts and
	��
��	��
��
IRESS	��
��	��
��
��
Licensee	��
��	��
	closing price of Easton Shares on the most recent Trading Day before the date of the relevant
	��
��	��
	��
	Distribution Agreement.
��	��
	��
	��
	Corporations Act.
��	��
	��
	��
��	��
��	��
	��
	previous holder of the Easton Share) become entitled to receive in respect of the Easton
	��

HUB24 LIMITED BIDDER’S STATEMENT

==> picture [511 x 21] intentionally omitted <==

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

Term ��
----- End of picture text -----

��	��
	on the Original Announcement Date.
��	��
Date
��	��
��	��
��	��
	��
	��
��	��
��	��
��	the following persons in relation to Easton Shares they own or control:
	(a) Kevin White;
	(b) ��
	(c) Carl Scarcella; and
	(d) ��
	��
��	��
��	��
	��
	��
	��
��	the registers of members of Easton maintained in accordance with the Corporations Act.
��	��
Relevant Interest	��
��	��
��	��
	Easton Shares, whether directly or indirectly, including without limitation all rights to receive
	dividends, to receive or subscribe for shares, units, notes, options or other Shares and to
	receive all other distributions or other entitlements declared, paid, made or issued by Easton
	��
��	the number allocated by Easton to identify a shareholder on the Issuer Sponsored Holding.
��
Sold Share	��
��	��
	��
	(a) ��
	Proposal; and
	(b) ��
	and conditions of the Competing Proposal.
��	��
��

HUB24 LIMITED BIDDER’S STATEMENT

==> picture [511 x 21] intentionally omitted <==

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

Term ��
----- End of picture text -----

��	��
��	��
��
��	��
Transaction	��
��	��
	��
Transactions	��
	��
Transitional Services	��
��	20 December 2020 in relation to the provision of transitional services following the sale of
	��
VWAP	volume weighted average price.
��	��
	registered or entitled to be registered as holder in the Register as at the Register Date and to
	��
	��

8.1 INTERPRETATION

(a) �� Chapter 6 or 6A or a provision of Chapter 6 or 6A of the Corporations Act, have that special meaning.
(b) ��
(c) ��
(i) a singular word includes the plural, and vice versa;
(ii) a word which suggests one gender includes the other genders;
(iii) a word which suggests one gender includes the other genders;
(iv) a reference to a person, corporation, trust, partnership, unincorporated body or association or other entity includes any of them;
(v) ��
(vi) ��
(vii) �� enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
(viii) ��
��
�� a reference to a person includes a body corporate.

HUB24 LIMITED BIDDER’S STATEMENT

9. APPROVAL OF BIDDER’S STATEMENT

��

�� ��

�� HUB24 Limited by:

==> picture [131 x 42] intentionally omitted <==

��

HUB24 LIMITED BIDDER’S STATEMENT

APPENDIX A – EASTON ASX ANNOUNCEMENTS FOR PERIOD SINCE 30 JUNE 2020

��

==> picture [511 x 22] intentionally omitted <==

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

Date ��
----- End of picture text -----

1.	��	��
2.	��	Cleansing Notice
3.	��	��
��	��	��
��	22/12/2020	��
6.	21/12/2020	��
��	21/12/2020	��
��	21/12/2020	��
��	21/12/2020	��
10.	��	��
11.	��	��
12.	��	��
13.	11/12/2020	��
��	01/12/2020	��
��	20/11/2020	Divestment of Panthercorp
16.	20/11/2020	��
��	��	��
��	10/11/2020	Ceasing to be a substantial holder
��	06/11/2020	Change in substantial holding
20.	��	��
21.	��	��
22.	��	��
23.	��	��
��	26/10/2020	��
��	��	Completion of the Sale of Equity Interest in HKNSW
26.	01/10/2020	��
��	01/10/2020	��
��	��	��
��	��	��
30.	��	��

HUB24 LIMITED BIDDER’S STATEMENT

==> picture [511 x 22] intentionally omitted <==

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

Date ��
----- End of picture text -----

31.	��	��
32.	��	��
33.	��	��
��	��	Full Year 2020 Results Presentation
��	��	��
36.	��	��
��	��	��
��	��	��
��	��	��
��	��	Completion of the Sale of Equity Interest in First Financial
��	��	��
��	��	��
��	��	��
��	��	Divestment of Equity Interest in HKNSW

HUB24 LIMITED BIDDER’S STATEMENT

CORPORATE DIRECTORY

HUB24 LIMITED ABN 87 124 891 685

Directors

REGISTERED OFFICE

�� Sydney, NSW 2000

��

�� Anthony McDonald Paul Rogan Ruth Stringer

LEGAL ADVISER

MinterEllison

�� 1 Farrer Place Sydney NSW 2000

FINANCIAL ADVISER

��

�� 1 Farrer Place Sydney NSW

REGISTRY

��

HUB24 LIMITED BIDDER’S STATEMENT

HUB24 Limited

ABN 87 124 891 685

==> picture [106 x 29] intentionally omitted <==

Need help?

Contact �� Phone �� Phone ��

A Your name

A Your name Your holding �� X12345678910 �� SAMPLE NAME 1 �� 99,999,999 SAMPLE NAME 2 �� �� �� �� SAMPLE ADDRESS 1 SAMPLE ADDRESS 2 This is an important document. If you are in doubt as to �� or other professional adviser immediately. CONTROLLING PARTICIPANT’S NAME Broke r’s Name printed here Transfer and Acceptance Form – CHESS Subregister �� �� To accept the Offer, you must either give your instructions to your controlling participant or return B this form to Link �� �� �� �� �� �� �� �� �� �� �� ��  ��[XX]�� C Contact details �� �� �� �� �� ( ) If you return this Acceptance Form to Link, then you must sign it for your instructions to be D implemented �� �� �� �� �� �� ��

�� �� Please refer overleaf for further important instructions

REGISTRY USE ONLY

�� HUB24 LIMITED BIDDER’S STATEMENT

��

EAST TKO004

Broker PID Holding

HIN

Further Important Instructions

��

�� �� �� Completion instructions A • Please check the front page �� �� �� �� ��
• Please note ��
D • Please sign this Acceptance Form �� �� �� – Individual Shareholder: �� �� – Joint Shareholders: �� �� ��
Corporations: �� �� �� �� �� �� ��
Powers of attorney: �� �� �� �� �� �� ��
Deceased Estate ~~s:~~ �� �� �� �� �� �� �� ��

��  �� �� �� Corporatio ns Act 20 01. �� �� �� �� �� �� �� �� Lodgement instructions �� �� �� Mailing Address �� �� �� ��

�� � �� ��

Your acceptance must be received by no later than the end of the Offer Period, which is currently 7:00pm (Sydney time) on 22 February 2021, unless extended.

If you have any questions about the terms of the Offer or how to accept, please call the Offer Information Line on the following numbers: within Australia: 1300 794 935 outside Australia: +61 1300 794 935 or visit https://events.miraqle.com/hub24-offer HUB24 LIMITED

HUB24 LIMITED BIDDER’S STATEMENT

HUB24 Limited

ABN 87 124 891 685

==> picture [106 x 29] intentionally omitted <==

Need help?

Contact Offer Information Line Phone 1300 794 935 (from within Australia) Phone +61 1300 794 935 (from outside Australia)

A Your name Your holding Securityholder Reference Number: I 12345678910 Easton Shares held as at the SAMPLE NAME 1 register date 14 January 2021 99,999,999 SAMPLE NAME 2 If your holding has chang ed between the register date and time of acceptance, then write your current holding here. Your SAMPLE ADDRESS 1 acceptance will be g ranted over your updated holding. SAMPLE ADDRESS 2 This is an important document. If you are in doubt as to �� or other professional adviser immediately. Transfer and Acceptance Form – Issuer Sponsored Subregister This is a personalised form for the sole use of the holder and holding recorded a bove. B You must give your instructions to accept the Offer If you correctly sign and return this form, you will be deemed t o have accepted the Offer in respect of 1 out of every 3 of your Easton Shares. If as a result of accepting the Offer, you will be left with holding less than a Marketabl e Parcel (a parcel of Easton Shares w orth less than $500), then the Offer will extend to all of your Easton Shares and you will be deemed to have accepted for (and w ill receive consideration for) 100% o f your Easton Shares. As a result of this acce ptance this number of my Easton Total number of your Easton Shares Shares would be transfe rred Being 1 out of every 3 of [number of Easton Sha res] [ca lc of [XX]% of Shares] my total Easton Shares C Contact details Please provide your contact name and telephone number in case we need to speak to you about this Acceptance Form. Telephone Numb er where you can be contacted during business hou rs Contact Name (PRINT) ( ) D You must sign this form for your instructions in this Acceptance Form to be implemented I /We, the person(s) named above, acce pt the Offer in respect of 1 out of every 3 of my/our Easton Shares and hereby agree to transfer to HUB24 1 out of every 3 of �� �� �� �� Offer, and on the terms and conditions of the Offer.

S hareholder 1 (Individual /Joint) Shareholder 2 (Individual/Joint) Shareholder 3 (Individual/Joint) Sole Dir ~~ec~~ tor & Sole Company Secretary Secretary/Director (delete one) Director

Please refer overleaf for further important instructions

REGISTRY USE ONLY

HUB24 LIMITED �� BIDDER’S STATEMENT

��

EAST TKO003

SRN

Holding

Further Important Instructions

Your Easton Shares are in an Issuer Sponsored Holding. To accept the Offer, you must complete and return this Acceptance Form in accordance with the instructions below.

��

Completion instructions • Please check the front page to ensure that your name and address are correct. If incorrect, please write your correc t details and initial the amendments. Amendments to your name can only be processed by you r Easton Registry.
• Please note your consideration will be issued in the names as they appear on the Easton re gister. • Please sign this Acceptance Form in the places for signature(s) set out on the front page and in accordance with the following instructions: – Individual Shareholder: If your Easton Shares are held in your name p lease sign in the appropriate box. – Joint Shareholders: If your Easton Shares are held in the names of more than one person, all of those persons must sign this Acceptance Form.
– Corporations: This Acceptance Form must be signed by either two directors or a director and a company s ecretary. Alternatively, where the company has a sole director and, pursuant to the Corporations Act, there is n o company secretary, or where the sole director is also the sol e company secretary, that director may sign alone. Alternatively, a duly appointed attorney may sign.

Completion instructions

A
D • Please sign this Acceptance Form in the places for signature(s) set out on the front page and in accordance with the following instructions:
Powers of attorney: �� �� �� power of attorney to this Acceptance F orm when you return it. If this Acceptance Form is signed under Power of Attorney, the attorney declares that h e/she has no notice of revocation of the Power of Attorney.
Deceased Estates: All the executor s and administrators must si gn this Acceptance Form. When you return this �� �� �� �� �� duties and (if necessar y) a statement in terms of Section 1071B(9)(b)(iii) of the Corporations Act.

�� �� �� �� �� collection, use and disclosure, how you may access and correct y our personal information and raise privacy concerns, visit our website at www.linkmarketservices.com. au for a copy of the Link Grou p condensed privacy statement, or contact us by phone on +61 1800 502 355 (fr ee call within Australia) 9am–5pm (Sydney time) Mo nday to Friday (excluding public holidays) to request a copy of our complete pri vacy policy.

Lodgement instructions

Mail completed Acceptance Form (s) and any other documents required by the above instructions to:
Mailing Address Link Market Services Li mited East on Takeover Locked Bag A14 SYDNEY SOUTH NSW 123 5
A reply paid en velope is enclosed for use within Australia.

Your acceptance must be received by no later than the end of the Offer Period, which is currently 7:00pm (Sydney time) on 22 February 2021, unless extended. If you have any questions about the terms of the Offer or how to accept, please call the Offer Information Line on the following numbers: within Australia: 1300 794 935 outside Australia: +61 1300 794 935 or visit https://events.miraqle.com/hub24-offer

HUB24 LIMITED BIDDER’S STATEMENT

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AI assistant

HUB24 LIMITED — M&A Activity 2021

65077_rns_2021-01-20_50336a5d-dab6-4c45-b61f-252552aecf83.pdf

BY ELECTRONIC LODGEMENT

BIDDER’S STATEMENT

CONTENTS

KEY DATES

HOW DO I ACCEPT THIS OFFER?

3. For Issuer Sponsored Holdings of Easton Shares:

For CHESS Holdings of Easton Shares:

IMPORTANT INFORMATION

DISCLAIMER AND NOTICES

INVESTMENT DECISIONS

OFFERS OUTSIDE AUSTRALIA

FORWARD-LOOKING STATEMENTS

PRIVACY COLLECTION STATEMENT

EFFECT OF ROUNDING

INFORMATION ON EASTON

DIAGRAMS AND DATA IN CHARTS, GRAPHS AND TABLES

REFERENCES TO CURRENCY

REFERENCES TO TIME

FURTHER QUESTIONS

LETTER FROM THE CHAIRMAN OF HUB24

Dear Easton Shareholder

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REASONS WHY YOU SHOULD ACCEPT THE OFFER

REASONS WHY YOU SHOULD ACCEPT THE OFFER

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FREQUENTLY ASKED QUESTIONS

1. INFORMATION ON HUB24

1.1 OVERVIEW OF HUB24

1.2

BUSINESS OVERVIEW

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1.3 STRATEGY AND GROWTH OPPORTUNITIES

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BOARD AND SENIOR MANAGEMENT

(a) Directors

B Eng CP Eng, MBA, FAICD

B Bus, GAICD

B Sc (Hons)

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B Comm LLB

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B Bus, GAICD

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B Sc, LLM, GAICD

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Kitrina Shanahan

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1.5 SUBSTANTIAL HUB24 SHAREHOLDERS

1.6

PUBLICLY AVAILABLE INFORMATION

1.7 HUB24’S RELEVANT INTEREST IN EASTON SHARES

1.8 ACQUISITIONS BY HUB24 OF EASTON SHARES DURING THE PREVIOUS 3 MONTHS

2. INFORMATION ON EASTON AND EASTON SHARES

2.1 OVERVIEW OF EASTON AND ITS PRINCIPAL ACTIVITIES

2.2 DIRECTORS

2.3 DIRECTORS’ INTERESTS IN EASTON SHARES

2.4 CAPITAL STRUCTURE OF EASTON

2.5 SUBSTANTIAL EASTON SHAREHOLDERS

2.6

HUB24 LIMITED M&A Activity 2021

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