HUB24 LIMITED — Share Issue/Capital Change 2015

Oct 14, 2015

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 1. Fully paid ordinary shares ( FPO ) issued to be issued pursuant to notices of election by staff under the terms of the HUB24 Ltd Share Option Plan. 2. Options (not quoted) to acquire fully paid ordinary shares ("Options") granted to eligible employees under the terms of the HUB24 Limited Share Option Plan. 2 Number of[+] securities issued 1. 330,000 FPO. or to be issued (if known) or 2. 620,000 Options. maximum number which may be issued

• See chapter 19 for defined terms.

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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)

1. Other than a twelve month restriction from issue date on the sale of the FPO, the FPO are issued on the same terms as existing issued FPO of HUB24 Limited. Staff have exercised options granted 7thAugust 2013 under the Share Option Plan at an exercise price of $0.8424 per option. 2. Under the HUB24 Share Option Plan, participants are offered the grant of Options. Subject to satisfaction of the Vesting Conditions applicable to the Options, the holder will be entitled to exercise their Options after the 3rdanniversary of the date of issue of the Options and before 11:59 pm on the Expiry Date (which is 14 October 2020). The vesting conditions which must be met to the satisfaction of the Board in order for the Options to be exercised are:  Employment: The employee must not cease to be employed by the Company or any of its subsidiaries on a full‐time basis at any time from the date of issue of the Options until the date they are exercised otherwise the options will lapse and be forfeited, with the exception that in the event of termination by the employee or the company or by reason of death, or becoming (in the Board's view) totally and permanently disabled, or the occurrence of such other event as the Board determines in its sole discretion, the Options will not be forfeited.  Share price hurdle: The closing sale price of the Shares traded on ASX must have increased by at least 52% of the Exercise Price of the Options (which is $2.46) for each day in any 20 consecutive trading day period starting on or after the 3rdanniversary of the date of issue of the Options.

• See chapter 19 for defined terms.

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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	1. The FPO issued upon exercise of options rank equally with existing issued FPO of HUB24 Limited. 2. An Option does not entitle a participant under the HUB24 Share Option Plan 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 pursuant to the HUB24 Share Option Plan, those shares will rank equally with existing ordinary shares.
	1. The 330,000 FPO are issued as the result of the exercise of 330,000 options at $0.8424 per option. 2. The 620,000 Options are issued for Nil consideration.
	1. The issue of FPO is for consideration received from staff in the exercise of options under the HUB24 Share Option Plan. 2. The Options are being granted under the HUB24 Share Option Plan that has been established by the Company as an incentive for employees.
	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	N/A
	N/A
	N/A
	330,000
	N/A
	N/A
	Remaining capacity LR 7.1 – 1,858,568 FPO
	1. Issue of FPO was made on 15 October 2015. 2. Offers to eligible employees under the HUB24 Share Option Plan were made on 14 October 2015.

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX ( including the securities in section 2 if applicable)

Number +Class 52,588,340 FPO

Number

+Class

• 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	91,250 21,875 93,750 312,500 825,000 1,950,000 760,000 200,000 1,000,000 620,000	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). 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).
	The FPO rank equally with existing issued FPO of HUB24 Limited.

Part 2 - Bonus issue or pro rata issue

• See chapter 19 for defined terms.

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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 23 Fee or commission payable to the broker 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
	N/A

• See chapter 19 for defined terms.

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24 Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of[+] security holders 25 If the issue is contingent on N/A +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance N/A form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, N/A 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 N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do[+] security holders sell N/A their entitlements in full through a broker? 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• See chapter 19 for defined terms.

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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 +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)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• 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 41] intentionally omitted <==

Sign here: ............................................................ Date: 15 October 2015 (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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	47,058,181
Addthe following: • Number of fully paid ordinary securities 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	Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	47,058,181

• See chapter 19 for defined terms.

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• Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 7,058,727 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or 5,000,000 FPO issued under 7.1 on 24 agreed to be issued in that 12 month period March 2015 not counting those issued: 200,159 FPO issued under 7.1 on 1

• • Under an exception in rule 7.2 September 2015 • 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” 5,200,159

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	7,058,727
Note: number must be same as shown in
Step 2
Subtract“C”	5,200,159
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	1,858,568
	[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

7.1A that has already been used
Insertnumber 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

Appendix 3B New issue announcement	Appendix 3B New issue announcement
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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