HUB24 LIMITED — Share Issue/Capital Change 2013

Aug 8, 2013

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ASX Release

Release Number: 03 – 08 – 13 Release Date: 09 – 08 – 13

9 August 2013 Company Announcement Office ASX Limited (via ASX Online)

Issue of options approved by shareholders at the Extraordinary General Meeting held 8[th] August 2013

Investorfirst Limited (ASX code: INQ) announces that it has issued 1,950,000 options to acquire fully paid ordinary shares to executives and the Chairman as approved by shareholders at the Extraordinary General Meeting held 8[th] August 2013.

The options have been issued at an exercise price of $0.8438 based upon a 20 day volume weighted average price at the close of trading on the 7[th] August 2013. These options are in addition to those that were issued to eligible employees under the Investorfirst Ltd Share Option Plan on 7[th] August 2013.

The 1,440,000 options issued to the executives Mr Andrew Alcock, CEO, Mr Jason Entwistle, Director of Strategic Development and Mr Wes Gillett, Head of Product and Distribution are subject to the following share price hurdle vesting conditions:

• (i) one third of the Options subject to, and vesting on, performance of a hurdle of a 20% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 12 months after the date of issue of the Options and before the expiry of the term of the Options;

• (ii) a further one third of the Options subject to, and vesting on, a hurdle of a 40% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 24 months after the date of issue of the Options and before the expiry of the term of the Options; and

• (iii) the remaining one third of the Options subject to, and vesting on, a hurdle of a 60% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 36 months after the date of issue of the Options and before the expiry of the term of the Options.

The 510,000 options issued to the Chairman are subject to the following share price hurdle vesting conditions:

• (i) one third of the Options subject to, and vesting on, performance of a hurdle of a 30% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 12 months after the date of issue of the Options and before the expiry of the term of the Options;

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• (ii) a further one third of the Options subject to, and vesting on, a hurdle of a 60% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 24 months after the date of issue of the Options and before the expiry of the term of the Options; and

• (iii) the remaining one third of the Options subject to, and vesting on, a hurdle of a 90% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 36 months after the date of issue of the Options and before the expiry of the term of the Options.

The sale of shares after exercise of options will be restricted for a period of two years after their date of issue. On exercise, the Options will be converted to fully paid ordinary shares in the capital of the Company ranking equally with the Company's existing fully paid ordinary shares. The Company will apply to ASX for quotation of the new shares issued on the exercise of the Options.

A full description of the terms of the options are outlined in the notice of meeting sent to shareholders on 9 July 2013.

The issue of options form part of the Company’s incentive arrangements, the purpose of which is to align the interests of executives and Chairman with those of the shareholders and to provide market based remuneration and a motivation and retention incentive.

Issued by Investorfirst Ltd (ASX: INQ).

For further information please contact: Andrew Alcock

Chief Executive Officer Investorfirst Limited Telephone: + 61 2 8274 6000

Matthew Haes

Company Secretary Investorfirst Limited Telephone: +61 2 8274 6000

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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

Investorfirst Ltd

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 Options (not quoted) to acquire fully paid ordinary or to be issued shares ("Options") granted to executive employees and the Chairman. 2 Number of +securities 1,950,000 Options issued or to be issued (if known) or maximum Comprising: number which may be 600,000 to Andrew Alcock, CEO issued 510,000 to Bruce Higgins, Chairman 480,000 to Jason Entwistle, Director of Strategic Development 360,000 to Wes Gillett, Head of Product and Distribution

• See chapter 19 for defined terms.

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Appendix 3B Page 3

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)

For the options issued to Andrew Alcock, Jason Entwistle and Wes Gillett: Total aggregate Options issued: 1,440,000 Exercise price: $0.8438 Expiry date: 8 August 2017 Vesting : -one third of the Options subject to, and vesting on, performance of a hurdle of a 20% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 12 months after the date of issue of the Options and before the expiry of the term of the Options; -a further one third of the Options subject to, and vesting on, a hurdle of a 40% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 24 months after the date of issue of the Options and before the expiry of the term of the Options; and -the remaining one third of the Options subject to, and vesting on, a hurdle of a 60% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 36 months after the date of issue of the Options and before the expiry of the term of the Options. For the options issued to Bruce Higgins: Options issued: 510,000 Exercise price: $0.8438 Expiry date: 8 August 2017 Vesting : - one third of the Options subject to, and vesting on, performance of a hurdle of a 30% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 12 months after the date of issue of the Options and before the expiry of the term of the Options; -a further one third of the Options subject to, and vesting on, a hurdle of a 60% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 24 months after the date of issue of the Options and before the expiry of the term of the Options; -and the remaining one third of the Option subject to, and vesting on, a hurdle of a 90% share price increase (on the Exercise Price) in any consecutive 20 day period occurring at any time after the date that is 36 months after the date of issue of the Options and before the expiry of the term of the Options.

See chapter 19 for defined terms.

• See chapter 19 for defined terms.

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Appendix 3B Page 4

4 Do the[+] securities rank An Option does not entitle a participant to participate equally in all respects from in new issues of securities or to receive dividends. In the date of allotment with the event that fully paid ordinary shares are issued an existing +class of upon the exercise of Options those shares will rank quoted[+] securities? equally with existing ordinary shares. 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 Nil consideration 6 Purpose of the issue The issue of options form part of the Company’s (If issued as consideration incentive arrangements, the purpose of which is to for the acquisition of align the interests of executives & Chairman with those assets, clearly identify of the shareholders and to provide a motivation and those assets) retention incentive.

6a Is the entity an[+] eligible Yes 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 30 November 2012 holder resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

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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 dates	N/A	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Remaining capacity 7.1 – 5,837,020 FPO Shares Remaining capacity 7.1A - 810,117 FPO Shares
	8 August 2013.
	Number	+Class

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 6

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8 Number and[+] class of all 38,913,469 FPO Shares +securities quoted on ASX ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

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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
	312,500 1,650,006 102,500 43,750 93,750 312,500 1,010,000 1,950,000	Options (exercisable at $4.80 each expiring on 1 December 2013). Options (exercisable at $5.20 each expiring on 1 January 2015). Options (exercisable at $3.80 each expiring on 5 December 2015). Options (exercisable at $3.80 each expiring on 4 February 2016). Options (exercisable at $4.00 each expiring on 1 December 2015). Options (exercisable at $4.00 each expiring on 31 December 2015). Options (exercisable at $0.8424 each expiring on 14 October 2017). Options (exercisable at $0.8438 each expiring on 8 August 2017).

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

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

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 8

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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
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

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9

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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

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

• See chapter 19 for defined terms.

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Appendix 3B Page 10

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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Appendix 3B Page 11

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the 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 now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 12

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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.

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Sign here: ............................................................ Date: 9 August 2013 (Company secretary)

Print name: Matthew Haes

• See chapter 19 for defined terms.

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Appendix 3B Page 13

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

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

Insert number of fully paid ordinary 18,913,819
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 19,999,650
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
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” 38,913,469
----- End of picture text -----

• See chapter 19 for defined terms.

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Appendix 3B Page 14

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	5,837,020
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of equity securities issued or	Nil
agreed to be issued in that 12 month period
_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

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	5,837,020
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period 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	Nil
“C”	5,837,020
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	5,837,020
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	5,837,020 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B Page 15

Part 2

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	38,913,469
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	3,891,347
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or 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	3,081,230
“E”	3,081,230

• See chapter 19 for defined terms.

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Appendix 3B Page 16

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	3,891,347
Subtract“E” Note: number must be same as shown in Step 3	3,081,230
Total[“A” x 0.10] – “E”	810,117 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 17