HUMM GROUP LIMITED — Capital/Financing Update 2006

Dec 10, 2006

Initial Public Offer

FOR IMMEDIATE RELEASE TO MARKET

PRE QUOTATION DISCLOSURE

11 December 2006

1 FlexiGroup Limited Initial Public Offer

FlexiGroup Limited ("FlexiGroup") today announced the successful completion of its Broker Firm Offer and Institutional Offer under its prospectus dated 21 November 2006.

The Employee Gift Offer and Reserved Offer both remain open until 15 December 2006.

$\overline{2}$ Basis of allocation

Valid applications under the Broker Firm Offer and Institutional Offer have been accepted in full. Successful applicants under the institutional Offer have been advised of their allocations by the Joint Lead Managers. Applicants who have received an allocation under the Broker Firm Offer from a participating broker should confirm their allocations with their broker.

Applicants under the Broker Firm Offer can also obtain information about the allocation of their shares by calling the FlexiGroup Share Offer Information Line on 1800 881 432 from 8.30am (AEDT) on Tuesday 12 December 2006.

$\overline{\mathbf{3}}$ Deferred settlement trading

FlexiGroup shares are expected to commence trading on ASX on Tuesday, 12 December 2006, at 12.00pm (AEDT) on a deferred settlement basis under the ASX code of "FXL".

This does not include FlexiGroup shares to be issued under the Employee Gift Offer and Reserved Offer.

Trading on ASX will be on a deferred settlement basis until FlexiGroup has advised ASX that initial holding statements have been dispatched to successful applicants under the Broker Firm Offer and Institutional Offer, which is expected to be on or about Thursday, 14 December 2006. Trading on a normal settlement basis is expected to commence on or about Friday, 15 December 2006.

Trading of FlexiGroup shares to be issued under the Employee Gift Offer and Reserved Offer is expected to commence on a normal settlement basis on or about Friday, 29 December 2006.

All applicants are responsible for confirming the number of FlexiGroup shares allocated to them prior to selling any FlexiGroup shares. Applicants who sell FlexiGroup shares before receiving their holding statement do so at their own risk.

Allocation of shares

$\overline{A}$

FlexiGroup is pleased to confirm that 213,038,842 shares were allocated as follows:

Broker Firm Offer	19,000,000
Institutional Offer	109,616,047
Shares issued in connection with the acquisition of Flexirent Holdings Pty Limited	84,422,795
Total number of shares	213,038,842
Issue Price of all shares issued	\$2.00 per share

It is expected that up to 145,000 shares will be allocated under the Employee Gift Offer and that 3,500,000 shares will be allocated under the Reserved Offer on 22 December 2006.

In addition, 816,158 shares will be issued to Eighth SRJ Pty Limited as trustee of the Philadelphia Trust, as part of the consideration it is entitled to receive in connection with the acquisition of Flexirent Holdings Pty Limited, upon completion of the issue of shares under the Reserved Offer.

$\overline{\mathbf{5}}$ Indicative 20 Largest Holders

An indicative list of the twenty largest holders of ordinary shares (being the only class of securities of FlexiGroup) and the number and percentage of ordinary shares held by those holders is set out in Schedule 1.

6 Indicative distribution schedule of range of holders

An indicative distribution schedule of the numbers of holders of ordinary shares is set out below;

Range of holders	Number of holders	Number of shares	% of total issued shares
$1 - 1,000$	5	5,000	0.00
$1,001 - 5,000$	270	984,059	0.46
$5,001 - 10,000$	382	3,619,900	1.70
10,001 - 100,000	245	8,044,341	3.78
100,001 and over	63	200, 385, 542	94.06

$\overline{7}$ Statement by directors

The directors of FlexiGroup have provided a statement ("Directors' Statement") in accordance with ASX Listing Rules 1.2.5 and 1.2.5A. The Directors' Statement is set out in Schedule 2.

8 Acquisition of Flexirent Holdings Pty Limited (and its controlled entities)

FlexiGroup, through its wholly-owned subsidiary FlexiGroup Subco Pty Ltd, has today completed the acquisition of all the ordinary shares in Flexirent Holdings Pty Limited for a total purchase price of \$426.9 million

9 Voluntary escrow

The following shares issued on 11 December 2006 are subject to voluntary escrow arrangements:

Number of shares	Escrow period
78,050,985	Until 2 business days after the date on which FlexiGroup announces to ASX its results for FY2007
2,461,535	Until 2 business days after the date on which FlexiGroup announces to ASX its results for FY2010
1,208,471	Until 11 December 2007
1,208,471	Until 11 December 2008

Additional shares to be issued to Eighth SRJ Pty Limited as trustee of the Philadelphia Trust as part of the consideration it is entitled to receive in connection with the acquisition of Flexirent Holdings Pty Limited and anv additional shares it is issued in connection with the sub-underwriting arrangement it has entered into in relation to the Reserved Offer (as described in FlexiGroup's prospectus dated 21 November 2006), on or about 22 December 2006, will be subject to voluntary escrow until 2 business days after the date on which FlexiGroup announces to ASX its results for FY2007.

10 ASIC Relief

FlexiGroup has obtained relief from ASIC modifying the effect of certain provisions of the Corporations Act as described in its prospectus dated 21 November 2006, in the form set out in Schedule 3.

Important Notice

The offer of shares under the Employee Gift Offer and Reserved Offer is made in, or accompanied by, FlexiGroup's prospectus dated 21 November 2006. Eligible persons who wish to apply for FlexiGroup shares under the Employee Gift Offer and/or Reserved Offer will need to complete the application form accompanying FlexiGroup's prospectus.

This notice does not constitute an offer or invitation. This notice is not a prospectus, and does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption from registration.

Schedule 1 Indicative 20 Largest Holders

Number	Shareholder Name	Number of Shares	% of Issued Capital
1	EIGHTH SRJ PTY LIMITED	63,835,717	29.96%
$\overline{\mathbf{2}}$	ANZ NOMINEES LIMITED	14,878,636	6.98%
3	J P MORGAN NOMINEES AUSTRALIA LIMITED	14,672,111	6.89%
4	NATIONAL NOMINEES LIMITED	12,966,397	6.09%
$\overline{\mathbf{5}}$	VIEWLOVE PTY LIMITED	10,514,900	4.94%
	<david berkman="" family="" trustA/C >
6	QUEENSLAND INVESTMENT CORPORATION	10,274,530	4.82%
7	WESTPAC CUSTODIAN NOMINEES LIMITED	8,061,081	3.78%
8	CITICORP NOMINEES PTY LIMITED	7,500,000	3.52%
9	CITICORP NOMINEES PTY LIMITED	6,499,500	3.05%
10	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - GSCO ECA	6,276,600	2.95%
11	UBS NOMINEES PTY LTD	4,792,035	2.25%
$\overline{12}$	SUNCORP CUSTODIAN SERVICES PTY LIMITED	4,647,400	2.18%
	$<$ AET>
13	AMP LIFE LIMITED	2,889,896	1.36%
14	JOHN DELANO + KYLIE DELANO	2,880,810	1.35%
15	UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD	2,735,800	1.28%

16	MELTON NOMINEES PTY LTD	2,475,373	1.16%
17	M F CUSTODIANS LTD	2,139,500	1.00%
18	MARGARET JACKSON	1,961,382	.92%
19	INVIA CUSTODIAN PTY LIMITED	1,862,500	.87%
20	COGENT NOMINEES PTY LIMITED	1,630,540	.77%

Schedule 2 Directors' Statement

Declaration of directors to be provided to ASX

• $\mathbf{I}$ The directors each confirm that they have made enquiries and nothing has come to their attention to suggest that Flexirent Holdings Pty Limited was not continuing to earn profit from continuing operations up to 22 November 2006.
• Flexirent Holdings Pty Limited's consolidated profit from continuing operations for $\overline{c}$ the 12 months to 22 November 2006 exceeded \$400,000.

...................................

Margaret Jackson

Date: 8 December 2006

Jackson

....................................... R John Skippen

Date: 8 December 2006

$A + A L$

....................................... Andrew Abercrombie

. . . . . . . . . . . . . . . . . . .

Rajeev Dhawan

........................ DeLano

Date: 8 December 2006

Date: 8 December 2006

Date: 8 December 2006

Schedule 3 ASIC Relief

Australian Securities and Investments Commission Corporations Act 2001 - Subsection 340(1) - Order

Pursuant to subsection 340(1) of the Corporations Act 2001 ("Act") the Australian Securities and Investments Commission ("ASIC") relieves the person specified in Schedule A from the requirements in sections 302, 303, 306 and 320 of the Act to prepare and lodge with ASIC the half-year financial and directors' reports, in the case specified in Schedule B on the conditions specified in Schedule C.

Schedule A

FlexiGroup Limited ACN 122 574 583 (the "Company").

Schedule B

The first half-year of the Company ended on or about 14 May 2007

Schedule C

• The Company prepares and lodges the annual financial and directors reports in $\mathbf{1}$ . accordance with the requirements under Part 2M.3 of the Act for the financial vear ending 30 June 2007 ("Relevant Financial Year").
• A summary of the relief given by this order is disclosed in the directors' report $2.$ for the Relevant Financial Year.

Dated the 7^th day of December 2006

Siened by Rupert Clive Smoker as delegate of the Australian Securities and Investments Commission

Australian Securities And Investments Commission Corporations Act $2001$ — Paragraphs $655A(1)(b)$ and $673(1)(b)$ — Declarations

Pursuant to subsections 655A(1) and 673(1) of the Corporations Act 2001 ("Act") the Australian Securities and Investments Commission ("ASIC") declares that Chapters 6 and 6C of the Act apply to the person named in Schedule A in the case referred to in Schedule B as if:

• $\mathbf{1}$ . section 609 of the Act, as modified or varied by ASIC Class Order [CO 03/634]. were further modified or varied by adding after subsection (13) (as notionally inserted by $[CO\ 03/634]$ :
• $"(14)$ A person does not have a relevant interest in securities merely because they apply restrictions on the disposal of the securities by the holder. This subsection ceases to apply 2 years after the commencement of the restrictions on disposal and, at such time, a person is deemed to enter into a transaction which results in the acquisition of a relevant interest in any securities over which they continue to apply restrictions on disposal by the holder"; and
• $2.$ Part 6C.1 of the Act, as modified or varied by ASIC Class Order [CO 03/634], were further modified or varied by adding after section 671BA (as notionally inserted by $[CO 03/634]$ :
• "671BB For the purposes of section 671B and the definition of substantial holding in section 9, a person has a relevant interest in securities if the person would have a relevant interest in the securities but for subsection $609(14)$ ".

SCHEDULE A

FlexiGroup Limited ACN 122 574 583 (the "Company").

SCHEDULE B

An acquisition of a relevant interest in shares in the Company ("Escrowed Securities") arising as a result of the entry into escrow deeds ("Escrow Deeds") dated on or about 21 November 2006 (as amended by Variation to terms of Escrow Deeds dated on or about 7 December 2006) between the Company and each of the persons named in Schedule C (each a "Security Holder") as described in the Prospectus ("Offer Document") lodged with ASIC on 21 November 2006, where the Escrow Deeds:

restrict disposal of, but not the exercise of voting rights attaching to, the $(a)$ Escrowed Securities:

• $(b)$ allow the Security Holder to accept into a takeover bid where:
• holders of at least half of the bid class securities that are not subject to $(i)$ Escrow Deeds to which the offer under the bid relates have accepted; and
• the Escrow Deeds require that the Escrowed Securities be returned to $(ii)$ escrow if the bid does not become unconditional;
• allow the Escrowed Securities to be transferred or cancelled as part of a merger $(c)$ by scheme of arrangement; and
• $(d)$ are in the form provided to ASIC on 23 November 2006 and amended on 7 December 2006.

SCHEDULE C

Eighth SRJ Pty Limited as trustee of the Philadelphia Trust.

Viewlove Pty Limited as trustee of the David Berkman Family Trust.

John DeLano and Kylie DeLano as trustees of the DeLano Trust.

BR Dhawan Pty Ltd as trustee of the BR Dhawan Trust

Margaret Jackson

Zoltarn Pty Ltd as trustee of the Flex Trust

Paul McMahon

Frank Morberger

Joo Kium (Cara)Lee

Rhona MacLean

Ben Taylor

Sean McCrory

Judy Goldsmith

Grace Silvio

Quentin Munro

Pearl Laughton

Russell Webber

Dated the $8^th$ day of December 2006

RSC.

Signed by Rupert Clive Smoker
as a delegate of the Australian Securities and Investments Commission