HUMM GROUP LIMITED — Capital/Financing Update 2010

Mar 8, 2010

Shareholder Booklet

1 for 12 Non-Renounceable Rights Issue of Ordinary Shares and Institutional Placement of Ordinary Shares to raise approximately \$40.5 million

Rights Issue closes at 5:00pm on 23 March 2010

This is an important document which is accompanied by an Entitlement and Acceptance Form and both should be read in their entirety. This document requires your immediate attention and if you are in any doubt about its contents or the course of action you should take, please call your broker, professional adviser or the FlexiGroup Information Line if you have any questions.

This Shareholder Booklet is not a prospectus and has not been lodged with

ASIC. It does not contain all the information that an investor would find in a prospectus or on which an investor would expect to make an informed decision as to whether or not to accept this offer. As FlexiGroup Limited is a listed disclosing entity which meets the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Orders CO 07/571 and CO 08/35, the Rights Issue will be made without a prospectus.

This Shareholder Booklet may not be distributed or released in the United States of America. This Shareholder Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction outside Australia and New Zealand. The shares offered under the Rights Issue have not been and will not be registered under the US Securities Act of 1933, as amended, or the securities law of any state or other jurisdiction of the United States. The shares offered under the Rights Issue may not be offered or sold in the United States absent registration or in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act.

Important information

Shareholder Booklet

This Shareholder Booklet is issued by FlexiGroup Limited (ABN 75 122 574 583).

This Shareholder Booklet and the Entitlement and Acceptance Form are important and require your immediate attention. You should read these documents carefully and in their entirety before deciding whether or not to participate in the Rights Issue.

In particular, you should consider the risk factors outlined in the Investor Presentation (included in this Shareholder Booklet as Annexure II, particularly in the "Risk Factors" Section).

You should also consider the tax implications outlined in Section 5 of this Shareholder Booklet. The potential tax effects of the Rights Issue will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser before deciding whether or not to participate in the Rights Issue.

Neither this Shareholder Booklet nor the Entitlement and Acceptance Form is a prospectus for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not, and are not required to, contain all of the information which would otherwise be required to be disclosed in a prospectus. They are not required to be, and will not be, lodged with ASIC.

This Shareholder Booklet should be read in conjunction with FlexiGroup's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.

Unless otherwise stated, all numbers in this Shareholder Booklet are in Australian dollars (A\$) and financial data is presented as at 31 December 2009. FlexiGroup does not give any undertaking or representation that information in this Shareholder Booklet will be updated, except to the minimum extent required by law.

Neither FlexiGroup nor any other person warrants or guarantees the future performance of FlexiGroup or any return on any investment made under this Shareholder Booklet.

This Shareholder Booklet contains forward-looking statements, including indications of, and guidance on, the future earnings and financial position and performance of FlexiGroup. Forward-looking statements include those containing such words as 'anticipate', 'estimates', 'should', 'will', 'expects', 'plans', or similar expressions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond FlexiGroup's control, and which may cause actual results to differ materially from those expressed in the statements contained in this Shareholder Booklet. You should not place undue reliance on these forward-looking statements having regard to the fact that the outcome may not be achieved. These forward-looking statements are based on information available to FlexiGroup as of the date of this Shareholder Booklet. Except as required by law or regulation (including the ASX Listing Rules), FlexiGroup undertakes no obligation to update these forward-looking statements. To the maximum extent permitted by law, FlexiGroup and its officers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of such information, or likelihood of fulfilment of any forward-looking statement, and disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for negligence).

Please see the ASX Announcement and Investor Presentation (included in this Shareholder Booklet as Annexure I and Annexure II respectively) for other important notices, disclaimers and acknowledgements.

Please see page 36 of this Shareholder Booklet for important Eligible Shareholder declarations in relation to the Rights Issue.

Contents

	Important information	IFC
1	Chairman's letter	2
2 2.1 2.2 2.3	Overview of the Equity Raising Equity Raising Institutional Placement Rights Issue	3 3 3 3
3	Key dates	5
4 4.1 4.2 4.3 4.4	Action to be taken by Eligible Shareholders Available actions Accepting your entitlements Accepting part of your Entitlement and allow the balance to lapse Allow all of your Entitlement to lapse	6 6 6 7 7
5 5.1 5.2	Taxation General information Australian tax considerations for Eligible Shareholders	8 8 8
6 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14	Important information No prospectus Availability of Shareholder Booklet Continuous disclosure Not investment advice Risks Financial information No authorisation No cooling-off rights Foreign jurisdictions – restrictions and limitations Underwriting arrangements and fees Indemnities Consents Privacy Governing law	9 9 9 9 9 9 9 10 10 10 10 10 10 11 11
7	Glossary	12
	Annexure I – ASX Announcement	14
	Annexure II – Investor presentation	18
	Eligible Shareholder declarations	36
	Directory	IBC

1 Chairman's letter

FlexiGroup Limited – Non-Renounceable Rights Issue

Dear Shareholder,

On 23 February 2010, FlexiGroup Limited (FlexiGroup), announced its intention to raise approximately \$40.5 million through a \$15 million institutional placement (Institutional Placement) and an approximately \$25.5 million non-renounceable rights issue (Rights Issue) (together the Equity Raising). The Equity Raising is fully underwritten.

The Rights Issue is a 1 for 12 non-renounceable prorata entitlement offer of fully paid ordinary shares in FlexiGroup (Rights Issue Shares) at an offer price of \$1.28 per Rights Issue Share (Entitlement). Rights Issue Shares will rank equally with existing FlexiGroup ordinary shares (Shares) from their date of issue except that the Rights Issue Shares will not be entitled to any interim dividend in respect of the 6 months ended 31 December 2009 (Interim Dividend).

The Institutional Placement will be completed on 23 February 2010 and Institutional Placement Shares will be issued at the same price as Rights Issue Shares under the Rights Issue. Institutional Placement Shares will rank equally with existing FlexiGroup Shares from their date of issue except that the Institutional Placement Shares will not be entitled to participate in the Rights Issue and will not be entitled to any Interim Dividend.

The proceeds of the Equity Raising will further strengthen FlexiGroup's balance sheet and will enhance its ability to establish new funding arrangements to support growth initiatives, reduce cost of funds and increase its capacity for bolt on acquisitions.

This Booklet contains a number of important sections, including:

• • Key dates;
• • Action to be taken by Eligible Shareholders;
• • Taxation;
• • Important information;
• • Glossary;
• • ASX Offer announcement; and
• • Investor presentation.

I recommend that you read these sections carefully and in their entirety before deciding whether or not to participate in the Rights Issue. You should also seek appropriate professional advice before making your investment decision.

It is important to note that the Rights Issue closes at 5:00pm (AEDST) on 23 March 2010. To participate, you need to ensure that:

• • your completed Entitlement and Acceptance Form is received by FlexiGroup before this time and date; OR
• • you have paid your Application Monies via Bpay® pursuant to the instructions that are set out on the Entitlement and Acceptance Form.

Please refer to the instructions in Section 4 "Action to be taken by Eligible Shareholders" for further information.

For further information regarding the Rights Issue, please call the FlexiGroup Shareholder Information Line on 1800 881 432 (local call cost from within Australia) or +61 2 8280 7927 (outside Australia) at any time from 8:30am to 5:30pm (AEDST) Monday to Friday during the Rights Issue Period or visit our website at www.flexigroup.com.au

On behalf of the Board of FlexiGroup, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours sincerely

Margaret Jackson, AC Chairman, FlexiGroup Limited

2 Overview of the Equity Raising

2.1 Equity Raising

FlexiGroup intends to raise approximately \$40.5 million under the Equity Raising, which comprises the Institutional Placement and the Rights Issue. The Equity Raising is fully underwritten.

New Shares issued under the Equity Raising will be issued on a fully paid basis and will rank equally in all respects with Existing Shares from their date of issue, except that:

• (a) the Institutional Placement Shares will not be entitled to participate in the Rights Issue or be entitled to any Interim Dividend; and
• (b) the Rights Issue Shares will not be entitled to any Interim Dividend.

2.2 Institutional Placement

On 23 February 2010, FlexiGroup will conduct an Institutional Placement to raise \$15 million at an offer price of \$1.28 per Institutional Placement Share.

Institutional Placement Shares are expected to be allotted under the Institutional Placement on 4 March 2010 and commence trading on 4 March 2010.

Institutional Placement Shares allotted under the Institutional Placement will not be eligible to participate in the Rights Issue or be entitled to any Interim Dividend.

2.3 Rights Issue

The Rights Issue will raise approximately \$25.5 million.

Under the Rights Issue, FlexiGroup is offering Eligible Shareholders the opportunity to subscribe for 1 Rights Issue Share for every 12 Existing Shares held on the Record Date, being 7:00pm (AEDST) on 3 March 2010.

The offer price under the Rights Issue is the same as the offer price under the Institutional Placement, being \$1.28 per Rights Issue Share.

Rights Issue Shares are expected to be allotted under the Rights Issue on 31 March 2010 and commence trading on 1 April 2010.

(a) Eligibility

The Rights Issue constitutes an offer only to Eligible Shareholders, being Shareholders on the Record Date who have a registered address in Australia or New Zealand (the Eligible Jurisdictions) and are eligible under all applicable laws to receive an offer under the Rights Issue.

(b) Entitlement

The Entitlement of each Eligible Shareholder is printed on the personalised Entitlement and Acceptance Form distributed to Eligible Shareholders with this Shareholder Booklet.

(c) Participation in the Rights Issue

To participate in the Rights Issue, Eligible Shareholders need to ensure that:

• (i) their completed Entitlement and Acceptance Form and Application Monies are received by FlexiGroup before 5:00pm (AEDST) on 23 March 2010; OR
• (ii) they have paid their Application Monies via Bpay® pursuant to the instructions that are set out on the Entitlement and Acceptance Form.

Please refer to Section 4 "Action to be taken by Eligible Shareholders" for further information.

(d) Non-renounceable Entitlement

The Rights Issue is non-renounceable. This means that your Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. Any Entitlement not taken up by an Eligible Shareholder will be taken up by the Underwriters, subject to the terms of the Underwriting Agreement.

(e) Treatment of Ineligible Shareholders

FlexiGroup has taken into consideration the costs of complying with legal and regulatory requirements, and the requirements of regulatory authorities, in jurisdictions outside Australia and New Zealand compared with the small number of Shareholders in those jurisdictions (and the number and value of Rights Issue Shares to which they would be entitled), and has determined, in accordance with section 9A of the Corporations Act and ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers to Ineligible Shareholders. Accordingly, the Entitlement and Acceptance Forms are not being sent to Ineligible Shareholders.

The Rights Issue constitutes an offer only to Eligible Shareholders. The Rights Issue does not constitute an offer or invitation to subscribe for Rights Issue Shares in any jurisdiction outside the Eligible Jurisdictions.

(f) Reconciliation

As in any rights issue, investors may believe that they own more Existing Shares on the Record Date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement. If reconciliation is required, it is possible that FlexiGroup may need to issue a small quantity of additional Rights Issue Shares (Top-Up Shares) to ensure all Eligible Shareholders have the opportunity to receive their full Entitlements. Any Top-Up Shares will be issued at the Offer Price.

4 FLEXIGROUP LIMITED SHAREHOLDER BOOKLET

Overview of the equity raising continued

2

FlexiGroup also reserves the right to reduce the number of Rights Issue Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Shareholders.

(g) Holding Statements

Confirmations are expected to be dispatched to Eligible Shareholders on 31 March 2010 in respect of Rights Issue Shares allotted under the Rights Issue.

It is the responsibility of each applicant to confirm their holding before trading in Rights Issue Shares. Any applicant who sells Rights Issue Shares before receiving written confirmation of their holding will do so at their own risk. FlexiGroup and the Underwriters disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade Rights Issue Shares before receiving their confirmations, whether on the basis of confirmation of the allocation provided by FlexiGroup, the Registry, or the Underwriters.

(h) Withdrawal of the Rights Issue FlexiGroup reserves the right to withdraw the Rights Issue at any time, in which case FlexiGroup will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.

3 Key dates

Announcement of Equity Raising and lodgement of ASX Announcement, Investor Presentation, Shareholder Booklet, Appendix 3B, section 708AA cleansing notice with ASX	23 February 2010
Distribute Letter to Eligible Shareholders	24 February 2010
Existing Shares quoted "ex-entitlements" on ASX	25 February 2010
Record Date for the Rights Issue	7:00pm on 3 March 2010
Settlement of the Institutional Placement Shares	3 March 2010
Allotment of the Institutional Placement Shares and lodgement of section 708AA cleansing notice	4 March 2010
Normal trading of Institutional Placement Shares expected to commence on ASX	4 March 2010
Mailing of Shareholder Booklet and Entitlement and Acceptance Form to Eligible Shareholders	Completed by 9 March 2010
Rights Issue Opening Date	9 March 2010
Rights Issue Closing Date (last day for receipt of acceptances)	5:00pm on 23 March 2010
Deferred settlement trading of Rights Issue Shares	24 March 2010
ASX notified of under-subscriptions	26 March 2010
Allotment of Rights Issue Shares and deferred settlement trading of Rights Issue Shares ends	31 March 2010
Despatch date	ASX notified by noon on 31 March 2010
Normal trading of Rights Issue Shares expected to commence on ASX	1 April 2010

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Eastern Daylight Standard Time (AEDST).

Eligible Shareholders are encouraged to submit their Entitlement and Acceptance Form and Application Monies as soon as possible after the Rights Issue opens. FlexiGroup, in conjunction with the Underwriters, reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws, to vary any of the above dates of the Rights Issue, including extending the Rights Issue Period or accepting late applications, either generally or in particular cases, without notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares.

4 Action to be taken by Eligible Shareholders

4.1 Available actions

If you are an Eligible Shareholder, accompanying this Shareholder Booklet is an Entitlement and Acceptance Form showing the number of Rights Issue Shares which you are entitled to subscribe for under the Rights Issue. You may take one of the following actions in respect of your Entitlement:

• (a) accept your Entitlement in full;
• (b) accept part of your Entitlement and allow the balance to lapse; or
• (c) do nothing with all or part of your Entitlement. IMPORTANT: If you do nothing with your Entitlement, your Entitlement will lapse and you will not be able to subscribe for any Rights Issue Shares or realise any other value for your Entitlement.

Note: the Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Existing Shares on behalf of a person in the United States.

4.2 Accepting your entitlements

If you are an Eligible Shareholder who wishes to accept all or part of your Entitlement, there are two different ways you can submit your Application and Application Monies:

• • Option 1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies; or
• • Option 2 Apply and pay via Bpay®.
• (a) Option 1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

To apply and pay by cheque, bank draft or money order, you should:

• (i) read this Shareholder Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;

• (ii) complete the personalised Entitlement and Acceptance Form accompanying this Shareholder Booklet in accordance with the instructions set out on that form, and indicate the number of Rights Issue Shares you wish to subscribe for; and

• (iii) return the form to the Registry (address details below) together with a cheque, bank draft or money order which must be:

• (A) in respect of the full Application Monies (being the Offer Price of \$1.28 multiplied by the number of Rights Issue Shares you wish to subscribe for);
• (B) in Australian currency drawn on an Australian branch of a financial institution; and
• (C) made payable to 'FlexiGroup Limited Offer Account' and crossed 'Not Negotiable'.

You should ensure that sufficient funds are held in relevant account(s) to cover the full Application Monies.

Cash payments will not be accepted. Receipts for payment will not be issued.

Your Entitlement and Acceptance Form and your Application Monies in cleared funds must be received by the Registry by no later than 5:00pm (AEDST) on 23 March 2010. If your Entitlement and Acceptance Form and your Application Monies in cleared funds are received by the Registry by 5:00pm (AEDST) on 23 March 2010, Rights Issue Shares will be allotted to you on 31 March 2010.

Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after 5:00pm (AEDST) on 23 March 2010, and no Rights Issue Shares will be issued to you in respect of any Application received after that date.

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order in respect of the full Application Monies reaches the Registry at the following address:

Postal address:

FlexiGroup Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001 Australia

Hand delivery address:

FlexiGroup Limited C/- Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Australia

Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at FlexiGroup's registered or corporate offices.

Note that if you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you hold.

(b) Option 2 – Apply and pay via Bpay®

To apply and pay via Bpay®, you should:

• (i) read this Shareholder Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
• (ii) make your payment in respect of the full Application Monies via Bpay® for the number of Rights Issue Shares you wish to subscribe for (being the Offer Price of \$1.28 multiplied by the number of Rights Issue Shares you are applying for) so that it is received by no later than 5:00pm (AEDST) on 23 March 2010. You can only make a payment via Bpay® if you are the holder of an account with an Australian financial institution.

If you choose to pay via Bpay®, you are not required to submit the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in paragraph (c) "Implications of making an Application".

If you make payment of the Application Monies by 5:00pm (AEDST) on 23 March 2010, Rights Issue Shares will be allotted to you on 31 March 2010.

Your payment of the Application Monies will not be accepted after 5:00pm (AEDST) on 23 March 2010 and no Rights Issue Shares will be issued to you in respect of any Application received after that date.

If you have multiple holdings you will have multiple Bpay® reference numbers. To ensure you receive your Entitlement in respect of that holding, you must use the reference number shown on each personalised Entitlement and Acceptance Form when paying for any Rights Issue Shares that you wish to apply for in respect of that holding.

You should be aware that your financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment of Application Monies.

If the amount of Application Monies is insufficient to pay in full for the number of Rights Issue Shares you applied for, or is more than the number of Rights Issue Shares you applied for, you will be taken to have applied for such whole number of Rights Issue Shares which is covered in full by your Application Monies, to the extent that this does not exceed your Entitlement. Any Application Monies received in excess of your Entitlement will be refunded to you.

(c) Implications of making an Application

Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Shares via Bpay® will be taken to constitute a representation by the Eligible Shareholder that they:

• (a) have received a copy of this Shareholder Booklet accompanying the Entitlement and Acceptance Form, and read it in its entirety;
• (b) make the Eligible Shareholder declarations set out at page 36;
• (c) acknowledge that once the Entitlement and Acceptance Form is returned, or a Bpay® payment instruction is given in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.

4.3 Accepting part of your Entitlement and allow the balance to lapse

If you wish to take up part of your Entitlement and allow the balance to lapse, complete the Entitlement and Acceptance Form for the number of Rights Issue Shares you wish to take up and follow the payment procedures described in Section 4.2 above. If you take no further action, the balance of your Entitlement will lapse. You will receive no payment or value for any of your Entitlement which lapses. You cannot sell or transfer any part of your Entitlement to another person. Your holding of Existing Shares will, however, be diluted because the issue of Rights Issue Shares will increase the total number of Shares on issue. In addition, your holding of Existing Shares will be diluted further because of the issue of Institutional Placement Shares under the Institutional Placement.

4.4 Allow all of your Entitlement to lapse

If you do not wish to accept any part of your Entitlement, do not take any further action and your Entitlement will lapse. You will receive no payment or value for your lapsed Entitlement. You cannot sell or transfer your Entitlement to another person. Your holding of Existing Shares will, however, be diluted because the issue of Rights Issue Shares will increase the total number of Shares on issue. In addition, your holding of Existing Shares will be diluted further because of the issue of Institutional Placement Shares under the Institutional Placement.

5 Taxation

5.1 General information

The following comments on taxation are based on applicable tax legislation current as at the date of this Shareholder Booklet.

This Shareholder Booklet is not intended to constitute tax advice to Shareholders regarding the Entitlements and the Rights Issue Shares or the consequences of holding or selling Rights Issue Shares. All comments on taxation in this Shareholder Booklet are of a general nature only and are not, and should not be construed as, legal or tax advice. Eligible Shareholders should consult their own taxation or other financial advisers concerning the taxation implications, in their particular circumstances, of owning and/or disposing the Rights Issue Shares.

5.2 Australian tax considerations for Eligible Shareholders

Set out below is a summary of the Australian tax implications of the Rights Issue for Eligible Shareholders who:

• • are either a resident or non-resident of Australia for income tax purposes; and
• • hold their Existing Shares (and will hold their Rights Issue Shares) as capital assets.

This summary does not apply to any Eligible Shareholder who hold their Existing Shares (or will hold their Rights Issue Shares) as trading stock or revenue assets.

The summary below also does not take into account any individual circumstances of any particular Eligible Shareholder. Eligible Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

(a) Granting of Entitlements

The granting of the Entitlements will not require Eligible Shareholders to include any amount in their assessable income, nor cause any adjustment to the cost base of their Existing Shares.

(b) Exercise of Entitlements

Eligible Shareholders who exercise their Entitlements and subscribe for Rights Issue Shares will acquire those shares with a cost base for capital gains tax (CGT) purposes equal to the Offer Price payable by them for those Rights Issue Shares, plus certain non-deductible incidental costs they incur in acquiring those Rights Issue Shares.

(c) Rights Issue Shares

Eligible Shareholders who exercise their Entitlements will acquire Rights Issue Shares.

The Australian tax consequences for Eligible Shareholders in respect of the holding and disposing of Rights Issue Shares will generally be the same as for their Existing Shares.

CGT for Australian resident Eligible Shareholders

If an Eligible Shareholder disposes of their Rights Issue

Shares, a capital gain or capital loss may arise in the same manner as would arise on the disposal of their Existing Shares.

Broadly, an Australian resident Eligible Shareholder will make a capital gain to the extent to which the capital proceeds received in connection with the disposal of their Rights Issue Shares exceeds their cost base in acquiring the Rights Issue Shares. A capital loss will arise to the extent to which the capital proceeds are less than their reduced cost base.

Rights Issue Shares will be treated for the purposes of the CGT discount as having been acquired when the Eligible Shareholder exercised the Entitlements to subscribe for them. Accordingly, in order to benefit from the CGT discount in respect of a disposal of the Rights Issue Shares, they must have been held for at least 12 months after the date of exercise before the disposal occurs.

CGT for non-resident Eligible Shareholders

If you are a non-resident Eligible Shareholder, you will generally not have to pay Australian tax on any CGT when you dispose of your Rights Issue Shares, unless both of the following requirements are satisfied:

• • you hold a "non-portfolio interest" in FlexiGroup; and
• • the Rights Issue Shares pass the "principal asset test".

If either element is absent, any capital gain made on the disposal of your Rights Issue Shares should not be subject to income tax in Australia.

You will hold a "non-portfolio interest" in FlexiGroup if you (together with your associates) own, or owned, throughout a 12 month period during the two years preceding the sale of your Rights Issue Shares, 10% or more of (broadly) all of the shares on issue in FlexiGroup.

Broadly, the Rights Issue Shares would pass the "principal asset test" if the market value of FlexiGroup's direct and indirect interests in Australian land (including leases and mining rights) is more than the market value of its other assets at the time you dispose of your Rights Issue Shares.

Withholding taxes

The withholding tax consequences for Eligible Shareholders in respect of the holding of Rights Issue Shares will generally be the same as for their Existing Shares.

That is, resident Eligible Shareholders may be subject to tax file number (TFN) or Australian Business Number (ABN) withholding tax with respect to dividends paid on their Rights Issue Shares if they do not provide their TFN or ABN to FlexiGroup. Similarly, non-resident Eligible Shareholders may be subject to dividend withholding tax on dividends paid on their Rights Issue Shares.

(d) Other Australian taxes

No Australian GST or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of Rights Issue Shares.

6 Important Information

6.1 No prospectus

The Rights Issue complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Order CO 07/571 and CO 08/35. Accordingly neither this Shareholder Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Equity Raising will be prepared.

The Rights Issue Shares being offered under this Shareholder Booklet are being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ). This Shareholder Booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

6.2 Availability of Shareholder Booklet

Shareholders with registered addresses in the Eligible Jurisdictions can obtain a copy of this Shareholder Booklet during the Rights Issue Period on FlexiGroup's website at www.flexigroup.com.au or by calling the FlexiGroup Shareholder Information Line on 1800 881 432 (toll free within Australia) or on +61 2 8280 7927 (from outside Australia) at any time from 8:30am to 5:30pm Monday to Friday during the Rights Issue Period.

Eligible Shareholders with registered addresses in the Eligible Jurisdictions will be sent a copy of this Shareholder Booklet and their Entitlement and Acceptance Form. You should ensure that you read the Shareholder Booklet and the Entitlement and Acceptance Form in their entirety, and if accessing them electronically that you download the Shareholder Booklet in its entirety (including the annexures to this Shareholder Booklet).

The electronic version of this Shareholder Booklet on FlexiGroup's website will not include a personalised Entitlement and Acceptance Form. You will only be entitled to accept the Rights Issue by completing your personalised Entitlement and Acceptance Form which accompanies this Shareholder Booklet, OR by making a payment of Application Monies via Bpay® (refer to Section 4 "Action to be taken by Eligible Shareholders" of this Shareholder Booklet for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

Shareholders in other jurisdictions are not entitled to access the electronic version of the Shareholder Booklet on FlexiGroup's website.

6.3 Continuous disclosure

FlexiGroup is a "disclosing entity" under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

FlexiGroup is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, FlexiGroup has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price value of its Shares. That information is available to the public from the ASX.

Some documents are required to be lodged with ASIC in relation to FlexiGroup. These documents may be obtained from, or inspected at, an ASIC office.

6.4 Not investment advice

The information provided in this Shareholder Booklet and the accompanying Entitlement and Acceptance Form is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The information contained in this Shareholder Booklet and the accompanying Entitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information which an Eligible Shareholder may require in order to determine whether or not to subscribe for Rights Issue Shares. If you have any questions you should consult your professional adviser before deciding whether or not to accept all or any part of your Entitlement.

6.5 Risks

The Investor Presentation details important factors and risks that could affect the financial and operating performance of FlexiGroup. Please refer to the "Risk Factors" Section of the Investor Presentation for details. You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Rights Issue.

6.6 Financial information

FlexiGroup published its Half Year Results for the period ended 31 December 2009 on 23 February 2010 (Half Yearly Report). Shareholders should refer to the Half Yearly Report and also the FlexiGroup Annual Report 2009 and the FlexiGroup Half Year Results for the period ended 31 December 2008 on the FlexiGroup website (www.flexigroup.com.au) and related announcements on the ASX website (www.asx.com.au) should they wish to obtain more detailed disclosures and commentary on historical financial information.

Investors should note that the past price performance of FlexiGroup's shares provides no guidance as to future price performance.

10 FLEXIGROUP LIMITED SHAREHOLDER BOOKLET

Important information continued

6

6.7 No authorisation

No person is authorised to give any information or make any representation in connection with the Rights Issue, which is not contained in this Shareholder Booklet. Any information or representation not contained in this Shareholder Booklet may not be relied on as having been authorised by FlexiGroup or its related bodies corporate in connection with the Rights Issue. Except as required by law, and only to the extent so required:

• (a) none of FlexiGroup, or any other person, warrants or guarantees the future performance of FlexiGroup or any return on any investment made pursuant to the Information; and
• (b) FlexiGroup, its officers, employees and advisers disclaim all liability that may otherwise arise due to the Shareholder Booklet being inaccurate or incomplete in any respect.

6.8 No cooling-off rights

Cooling-off rights do not apply to a subscription for Rights Issue Shares under the Rights Issue. This means that you cannot vary or withdraw your Application once it has been accepted except as required by law.

6.9 Foreign jurisdictions – restrictions and limitations

No action has been taken to register the Rights Issue Shares or otherwise permit an offering of Rights Issue Shares in any jurisdiction outside the Eligible Jurisdictions. This Shareholder Booklet and the Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Shareholder Booklet and/or the Entitlement and Acceptance Form outside the Eligible Jurisdictions may be restricted by law. If you come into possession of this Shareholder Booklet and/or the Entitlement and Acceptance Form you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

The Rights Issue Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are acting for the account or benefit of a person in the United States.

6.10 Underwriting arrangements and fees

The Institutional Placement and Rights Issues are fully underwritten by the Underwriters.

The Underwriting Agreement is subject to customary termination events, and if terminated, the Equity Raising may not proceed in its entirety.

The Underwriters reserve the right, at any time, to appoint sub-underwriters in respect of any part of the Equity Raising.

The Underwriters are entitled to be paid fees and expenses under the Underwriting Agreement, and receive certain indemnities. Any sub-underwriters appointed by the Underwriters, may be paid a fee determined by negotiation with the relevant sub-underwriter. Any sub-underwriter's fees in respect of the Equity Raising would be paid by the Underwriters.

6.11 Indemnities

Subject to certain exceptions, FlexiGroup has agreed to indemnify each of the Underwriters and its affiliates, related bodies corporate, and their respective officers, employees, agents and advisers (each an indemnified party) from and against all losses arising directly or indirectly from or relating to the Equity Raising.

6.12 Consents

None of the parties referred to in the Directory of this Shareholder Booklet (other than FlexiGroup), has made or authorised the making of any statement that is included in this Shareholder Booklet or any statement on which a statement in this Shareholder Booklet is based.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Shareholder Booklet other than references to its name or a statement or report included in this Shareholder Booklet with the consent of that party as specified above.

6.13 Privacy

As a Shareholder, FlexiGroup and the Registry have already collected certain personal information from you. If you apply for Rights Issue Shares, FlexiGroup and the Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of Rights Issue Shares, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration.

To do that, FlexiGroup and the Registry may disclose your personal information for purposes related to your shareholding to their agents, contractors or third party service providers to whom they outsource services, in order to assess your Application, the Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation and distribution of Shareholder information and for handling of mail, or as otherwise authorised under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by (or on behalf of) FlexiGroup or the Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this, please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by telephoning or writing to FlexiGroup through the Registry as follows:

Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 or by telephone: 1800 881 432 (within Australia), or: +61 2 8280 7927 (outside Australia)

6.14 Governing law

This Shareholder Booklet, the Rights Issue and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia. Each Shareholder who applies for Rights Issue Shares submits to the jurisdiction of the courts of New South Wales, Australia.

7 Glossary

Term	Definition
\$ or A\$ or dollars	Australian dollars
ABN	Australian Business Number
AEDST	Australian Eastern Daylight Saving Time
Application	An application to subscribe for Rights Issue Shares under the Rights Issue
Application Monies	Monies received from applicants in respect of their Applications
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ABN 98 008 624 691) or the financial market operated by that entity known as the Australian Securities Exchange
ASX Announcement	The announcement released to ASX on 23 February 2010 in connection with the Equity Raising and annexed to this Shareholder Booklet as Annexure I
ASX Listing Rules	The official listing rules of ASX, as amended or replaced from time to time except to the extent of any waiver granted by ASX
CGT	Capital gains tax
Corporations Act	Corporations Act 2001 (Cth)
Eligible Jurisdictions	Australia and New Zealand
Eligible Shareholder	A Shareholder on the Record Date who: • has a registered address in an Eligible Jurisdiction; and • is eligible under all applicable securities laws to receive an offer under the Rights Issue
Entitlement	The entitlement to 1 Rights Issue Shares for every 12 Existing Shares held on the Record Date by Eligible Shareholders
Entitlement and Acceptance Form	The Entitlement and Acceptance Form accompanying this Shareholder Booklet upon which an Application can be made
Equity Raising	The Rights Issue and the Institutional Placement
Existing Shares	Fully paid ordinary shares of FlexiGroup on issue prior to the Equity Raising
FlexiGroup	FlexiGroup Limited (ABN 75 122 574 583)
GST	Australian Goods and Services Tax (currently 10%)
Half Yearly Report	FlexiGroup's half year results for the period ended 31 December 2009, published on 23 February 2010
Ineligible Shareholder	A Shareholder on the Record Date who is not an Eligible Shareholder
Institutional Placement	The offer of \$15 million of Institutional Placement Shares at the Offer Price to certain institutional investors
Institutional Placement Shares	The Shares offered under the Institutional Placement
Interim Dividend	The interim dividend payable by FlexiGroup in respect of any Existing Shares for the 6 months ended 31 December 2009
Investor Presentation	The investor presentation in connection with the Equity Raising dated 23 February 2010 lodged with the ASX on that date and annexed to this Shareholder Booklet as Annexure II
New Shares	The Shares offered under the Equity Raising, which includes the Institutional Placement Shares and the Rights Issue Shares
Offer Price	\$1.28 per New Share
Record Date	The time and date for determining which Shareholders are entitled to an Entitlement under the Rights Issue, being 7:00pm (AEDST) on 3 March 2010
Registry	Link Market Services Limited (ABN 54 083 214 537)

Term	Definition
Rights Issue	The offer of approximately \$25.5 million Rights Issue Shares at the Offer Price to Eligible Shareholders in the proportion of 1 Rights Issue Share for every 12 Existing Shares held on the Record Date
Rights Issue Allotment Date	The date of allotment of the Rights Issue Shares (as specified in the "Key Dates" Section of this Shareholder Booklet)
Rights Issue Closing Date	The last date for Eligible Shareholders to lodge an Application (as specified in the "Key Dates" Section of this Shareholder Booklet)
Rights Issue Period	The period commencing on the Rights Issue Opening Date and ending on the Rights Issue Closing Date (as specified in the "Key Dates" Section of this Shareholder Booklet)
Rights Issue Shares	The Shares offered under the Rights Issue
Share	One ordinary share in FlexiGroup
Shareholder	The registered holder of an Existing Share
Shareholder Booklet	This booklet dated 23 February 2010, which includes the Investor Presentation and the ASX Announcement
TFN	Tax File Number
Top-Up Shares	A small quantity of additional Rights Issue Shares that may be issued if reconciliation is required
Underwriters	J.P. Morgan Australia Limited (ABN 52 002 888 011) UBS AG, Australia Branch (ABN 47 088 129 613)
Underwriting Agreement	The Underwriting Agreement dated on or about 23 February 2010 between FlexiGroup and the Underwriters
United States	United States of America, its territories and possessions, any state of the United States and the District of Columbia
US Securities Act	The U.S. Securities Act of 1933, as amended

Annexure I – ASX Announcement

Sydney – 23 February 2010

FlexiGroup Limited announces strong 2010 Interim results and launches \$40 million fully underwritten equity raising

Highlights:

• Underlying NPAT increases 30% to \$19.1 million
• NPAT (including one-off tax benefit) increases 143% to \$36.1 million
• Sales volume increases 44% to \$257 million
• Certegy, Flexirent, and BLiNK mobile broadband divisions performing well
• Credit quality remains stable with decline in lease losses over pcp due to tight credit standards and robust collection process
• \$40.5m fully underwritten capital raising to transition funding
• arrangements and pursue opportunities in post-GFC environment
• Plans to enter Vendor Financing and Mid/Large Ticket leasing market

FlexiGroup Limited ("FlexiGroup") today reported a 143% lift in consolidated Net Profit after Tax (NPAT) to \$36.1 million for the six months to 31 December 2009, including a one-off tax benefit of \$17 million.

Underlying 1HFY10 NPAT growth (excluding the tax benefit) of 30% to \$19.1 million was underpinned by strong performances from the Company's three core operating divisions, John DeLano, Managing Director and Chief Executive Officer, said.

"FlexiGroup's underlying performance is very pleasing, and our strategy of expansion by acquisition of good credit quality business together with diversifying our range of products into interest free financing and mobile broadband continues to drive strong volume and profit growth," Mr DeLano said.

"We intend to further diversify by entering Vendor/OEM finance and mid-to-large ticket leasing during this current half of the financial year. I am pleased to announce that we have hired a large team of experienced specialists in this market who were previously with the local market leader in this space."

"In the \$3 billion vendor financing market, the global financial crisis ("GFC") has led to sources of capital diminishing as a range of institutions have vacated the field or reduced their exposure. This has created challenges for many large and small businesses as well as Vendors and OEM's in accessing credit. At the same time, FlexiGroup's receivables are becoming significantly more attractive to lenders - banks and fund managers. Both of these trends provide FlexiGroup with an excellent opportunity for growth in what is a significant market." Mr DeLano said.

Equity raising

"The proceeds of the equity raising we have announced today will further strengthen the Company's balance sheet and will enhance its ability to establish new funding arrangements to support growth initiatives, reduce cost of funds, and increase its capacity for bolt–on acquisitions. These opportunities have been presented through the seismic shifts in the credit markets as a result of the GFC." Mr DeLano said.

FlexiGroup will conduct a \$40.5 million equity raising at a fixed price of \$1.28 per share which will comprise:

• a \$25.5 million non-renounceable rights issue to eligible shareholders ("Rights Issue"); and
• a \$15.0 million accelerated institutional placement ("Placement"),

all of which has been fully underwritten by J.P. Morgan Australia Limited and UBS AG, Australia Branch. The offer price of \$1.28 per share represents a 17.4% discount to the closing price of FlexiGroup shares of \$1.55 (adjusting for 3 cents per share dividend) on 22 February 2010 and a 16.3% discount to the theoretical ex-rights price ("TERP").

Rights Issue

Under the Rights Issue, eligible FlexiGroup shareholders will have the opportunity to subscribe for one new share for every 12 existing FlexiGroup shares held on the record date of 3 March 2010 ("Record Date"). The Rights Issue is non-renounceable which means that FlexiGroup shareholders who do not take up their entitlement to participate in the Rights Issue will not receive any payment or value for those entitlements.

Eligible FlexiGroup shareholders are those holders of FlexiGroup shares who:

• are registered as the holder of shares as at 7.00pm AEST on the Record Date;
• have an address on FlexiGroup's register of members in Australia or New Zealand; • are not in the United States, and are not acting for the account or benefit of, any U.S. Person; and
• are eligible under all applicable securities laws to receive an offer under the Rights Issue.

The Rights Issue is not being extended to any shareholder with a registered address outside Australia and New Zealand. Eligible FlexiGroup shareholders will shortly receive an offer booklet and a personalised entitlement and acceptance form which will provide further details on how to participate. The Rights Issue will open on 9 March 2010.

FlexiGroup's largest shareholder, the Abercrombie Group holder of 31% of FXL shares prior to the equity raising, will take up its full entitlement in the Rights Issue.

Placement

FlexiGroup expects to announce the outcome of the Placement to the market prior to the commencement of trading on 24 February 2010, with trading in FlexiGroup shares expected to resume at the start of trading on that day. Shares issued as part of the institutional placement will not be eligible to participate in the Rights Issue.

ASX Announcement continued

Annexure I

Key dates

Placement bookbuild conducted	23 February 2010
Record Date to determine right to participate in the Rights Issue	7.00pm (AEDT) 3 March 2010
Settlement of Placement shares	3 March 2010
Allotment and trading of new shares issued under the Placement	4 March 2010
Rights Issue offer opens	9 March 2010
Rights Issue offer closes (Closing Date)	5.00pm (AEDT) 23 March 2010
Allotment of new shares issued under the Rights Issue	31 March 2010
Normal trading of new shares issued under the Rights Issue commences	1 April 2010

The above timetable is indicative only. References to time and date are references to Australian Eastern Daylight Time (AEDT). FlexiGroup reserves the right to amend any or all of these events, dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, FlexiGroup reserves the right to extend the closing dates for the offers, to accept late applications either generally or, in particular cases, to withdraw the offers without prior notice. The commencement of quotation of the new shares is subject to confirmation from ASX.

Interim dividend

Mr DeLano reiterated the company's recent NPAT guidance for the full financial year being in a range of \$39 million to \$41 million on an underlying basis.

The Board has declared an interim dividend of 3 cents per share which will have a record date of 16 March 2010 and will be payable on 15 April 2010.

Shares issued under the Rights Issue and Placement have no entitlement to the interim dividend.

For further information:

Investors / Analysts Media

Garry McLennan Ross Thornton

David Stevens T: 02 8905 2045

Please also refer to the investor presentation accompanying this announcement.

T: 02 8905 2163 FD Third Person T: 02 8298 6100

Notes to Editor:

FlexiGroup through Flexirent and the acquired Certegy business is a leading provider of retail point-of-sale finance solutions including: lease, rental and interest free products across a diverse range of industries, such as: IT and electrical equipment, jewellery, home improvement, travel, furnishings. Recently the company has launched the BLiNK brand of mobile broadband products to its key IT retail partners.

FlexiGroup provides its products to customers across Australia and New Zealand, marketing its financial and telecommunication products under the following brands; Flexirent, EzyWay, Flexiway, Certegy Ezipay and BLiNK.

Key to FlexiGroup's success are the long standing relationships developed with a number of successful retailers. FlexiGroup has a distribution network of approximately 11,000 active retailers. Key retailers include Harvey Norman, Noel Leeming, Bing Lee, The Good Guys, Michael Hill Jewellers and Modern Roofing.

John DeLano joined FlexiGroup in September 2003 as Managing Director. Prior to joining FlexiGroup, John was Managing Director of Avis Australia, and also served in a senior role as Travel Services International in the USA, a publicly-listed company.

The Board of FlexiGroup is chaired by Margaret Jackson (also a Director of Billabong International Limited), and includes John Skippen, formerly Finance Director of Harvey Norman Holdings Limited, Rajeev Dhawan, a partner of Equity Partners, and Andrew Abercrombie, a founding director and major shareholder in the company.

Annexure II – Investor presentation

Disclaimer

Important Notice

No recommendation, offer, invitation or advice

This presentation is not a financial product or investment advice or recommendation, offer or invitation by any person or to any person to sell or purchase securities in FlexiGroup Limited ("FlexiGroup") in any jurisdiction. This presentation contains general information only and does not take into account the investment objectives, financial situation and particular needs of individual investors. Investors should make their own independent assessment of the information in this presentation and obtain their own independent advice from a qualified financial adviser having regard to their objectives, financial situation and needs before taking any action. This presentation should be read in conjunction with FlexiGroup's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange which are available at www.asx.com.au.

Exclusion of representations or warranties

No representation or warranty, express or implied, is made as to the accuracy, completeness, reliability or adequacy of any statements, estimates, opinions or other information, or the reasonableness of any assumption or other statement, contained in this presentation. Nor is any representation or warranty, express or implied, given as to the accuracy, completeness, likelihood of achievement or reasonableness of any forecasts, prospective statements or returns contained in this presentation. Such forecasts, prospective statements or returns are by their nature subject to significant uncertainties and contingencies many of which are outside the control of FlexiGroup. Any such forecast, prospective statement or return has been based on current expectations about future events and is subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described. To the maximum extent permitted by law, FlexiGroup and its related bodies corporate, directors, officers, employees, advisers and agents disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence) for any direct or indirect loss or damage which may arise or be suffered through use or reliance on anything contained in, or omitted from, this presentation.

Lead Managers

J.P. Morgan Australia Limited and UBS AG, Australia Branch (the "Lead Managers") have not authorised, permitted or caused the issue, lodgement or submission of this presentation. When this presentation has been distributed by a Lead Manager, it is as the mere conduit of FlexiGroup. You acknowledge and agree that there is no statement in this presentation which has been made by or is based on any statement made by the Lead Managers and that none of the Lead Managers and their affiliates, officers and employees, make any representation or warranty as to the currency, accuracy, reliability or completeness of information or the success of the capital raising and whether you should participate in it. The Lead Managers and their affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for any part of this presentation or in relation to the capital raising and exclude and disclaim all liability for any expense, losses, damages or costs that may be incurred by you as a result of that information being inaccurate or incomplete in any way for any reason.

Jurisdiction

The distribution of this presentation including in jurisdictions outside Australia, may be restricted by law. Any person who receives this presentation must seek advice on and observe any such restrictions.

Nothing in this presentation constitutes an offer or invitation to issue or sell, or a recommendation to subscribe for or acquire securities in any jurisdiction where it is unlawful to do so. The securities of FlexiGroup have not been, and will not, be registered under the US Securities Act of 1933 (as amended) ("Securities Act"), or the securities laws of any state of the United States. Neither this presentation nor any copy hereof may be transmitted in the United States or distributed, directly or indirectly, in the United States or to any US person including (1) any US resident, (2) any partnership or corporation or other entity organised or incorporated under the laws of the United States or any state thereof, (3) any trust of which any trustee is a US person, or (4) any agency or branch of a foreign entity located in the United States. No securities may be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

Investment Risk

An investment in FlexiGroup shares is subject to investment and other knows and unknown risks, some of which are beyond the control of FlexiGroup. FlexiGroup does not guarantee any particular rate of return or the performance of FlexiGroup.

Agenda

• Highlights and overview Chief Executive Officer
• Results analysis Chief Financial Officer
• Priorities and outlook Chief Executive Officer
• Equity raising Chief Executive Officer

Key Messages

Current Performance

• 1H10 NPAT exceeds earlier guidance 2H10 guidance upgraded
• Solid contribution from Certegy, Flexirent, and BLiNK mobile broadband
• Credit quality remains stable lease losses decline vs 1H09
• NPAT growth continues to outpace receivables growth
• Tax refund is now expected to be \$17m by 30JUN10

Future Growth

• Organic and strategic growth opportunities due to post GFC funding paradigm
• Under serviced business market opportunities target mid and large ticket leasing with recently recruited experienced vendor finance team

Capital raising

• FXL is diversifying funding arrangements post GFC and targeting opportunities with a \$40.5m capital raising, comprised of a \$25.5m rights issue & \$15m placement fully underwritten by J.P. Morgan and UBS
• FlexiGroup's largest shareholder, The Abercrombie Group, holder of 31%, will take up their full entitlement in the rights issue

4

Annexure II

Highlights

• Like for like FY10 NPAT tracking to \$39m to \$41m vs \$33.5m for FY09
• FY10 NPAT1 guidance of \$56m-\$58m including \$17m one off tax refund
• Certegy full year NPAT¹ expected to meet \$7.2m guidance for FY10
• Fully franked interim dividend of 3 cents per share to be paid April 15th 2010

	1H10	1H09 - 1H10
NPAT 1 (Like for Like)	\$19.1m	30%
NPAT 1 - (incl one off tax refund)	\$36.1m	143%
Volume	\$257.0m	44%
Net Operating Cash Flow 2	\$25.5m	107%
End of period cash (Unrestricted and Restricted) 3	\$122.9m	39%

Notes: 1 Excludes Certegy intangible amortisation (\$0.5m for 1H10).

.

• 2 Net operating cashflow is cash generated by the business net of any self funding of loans and leases and capitalisation of loss reserves. Excludes the one off \$17m tax refund.
• 3 Unrestricted cash is FlexiGroup's available cash at bank and includes cash which is held as part of FXL's funding arrangements which is not available to the Group. The balance was \$8.8m at Dec-08 and \$18.7m at Dec-09. Unrestricted cash does not include the proceeds of this capital raising or the \$17m tax refund. Restricted cash is cash loss reserves of \$54.8m reflected as an offset to Borrowings on the Balance Sheet. Interest on these accounts goes to FXL. Cash loss reserves are fully refundable to FlexiGroup once the loans from the banks have been repaid. FXL's funders have a charge against the cash loss reserves as security over the receivables that they have funded.

5

-

-

6

22 years of consistently delivering growth in volumes and earnings

• Business launched in 1988, leasing office equipment to commercial customers. Entered point of sale retail finance in 1995, diversifying to:-
• Computers in 1995
• Electrical in 2005
• Interest free in 2008 – Mobile Broadband in 2009
• Transacted with 1.2 million customers since FY05 - 700,000 are active
• Track record of strong; growth, profit and prudent credit management

Small Ticket Leasing	Mid-Large Ticket Leasing	Interest Free	Mobile Broadband
Trading since 1988, IPO Dec 2006	Recruited an experienced industry team in Nov 09	Trading since 1989, acquired Oct 2008	Launched in retailers, Feb 2009
Lease & loan products offered in IT, electrical & travel channels Preserves margin for the OEM/ Vendor Customers appreciate loaner, protect & affordable monthly payments Key Metrics (approx) – 100,000 transactions p.a. – 350,000 customers – 5,600 retail outlets	OEM / Vendor leasing to business Increase sales volumes for OEMs / Vendors Affordable, tax deductible means for customers to acquire assets Key Metrics – \$30k to +\$1m Deal Size – Target 15 key OEMs / vendors	Interest free & cheque guarantee products offered in diverse industries Increases sales volumes for retailers No interest (ever) payable by the customer Key Metrics (approx) – 150,000 transactions p.a. – 725,000 customers – 5,100 retail outlets	Casual and contract mobile broadband offered through IT retailers Increases margins for the retailers Customers enjoy easy in store activation, protect & loaner features Key Metrics (approx) – 38,000 subscribers – 350 IT retail outlets

NPAT growth continues to exceed growth in receivables

Flexirent small ticket leases and loan update

• Australian economy resilient FXL Australia lease volumes +6%
• Tight credit standards and robust collection process deliver reduction in lease losses
• Cautious approach to credit in NZ (economy now improving) and Ireland based on loss forecasts. Ceased consumer leases in NZ and personal loans in Australia in 2007/08.

Certegy interest free update

Receivables growth and fee income contributes substantially to NPAT growth

Volume \$m	1H09	2H09	1H10	1H10 v 1H09 Growth
Leases and loans	\$110m	\$112m	\$111m	1%
Certegy	\$69m	\$126m	\$146m	112%
Total Volume	\$179m	\$238m	\$257m	44%
Total Receivables	\$505m	\$540m	\$579m	15%
NPAT 1	\$14.7m	\$18.8m	\$19.1m п	30%

Notes:

1 Excludes one off tax refund of \$17m and Certegy Intangibles amortisation expense of \$0.5m in 1H10

8

Annexure II

Certegy & Mobile Broadband (BLiNK) continue to drive growth and customer acquisition

• Annual transaction growth of 70%
• 1H10 shows continued changing mix of business, due to Certegy and growth in BLiNK Mobile Broadband
• BLiNK and Certegy accounted for 68% of transaction volume in 1H10

				1H10 v 1H09
Unit Volume '000's	1H 09	2H 09	1H 10	Growth
Leases/loans	50	49	49	$-1%$
Certegy	40	68	73	82%
BLINK Mobile Broadband	n/a	17	31	n/a
Total FXL	90	134	153	70%

9

Certegy on track

• Certegy FY10 tracking to guidance of \$7.2m NPAT1 .
• Product enhancements completed 1H10 - 90% of new customers on fortnightly payment.
• Optimise retailer returns by reducing less profitable merchants and increasing focus on large partners.
• Growth opportunity in "Green" related industries - leverages our swift inhome and retail store application processes.
• Leverage Flexi practice and trialled Direct Mail campaigns. Increased repeat business from 23% to 30%.

	1H 09 ACTUAL	2H 09 ACTUAL	1H 10 ACTUAL	FY 10 GUIDANCE
Volume	\$69m	\$126m	\$146m	\$280m
Closing Net Receivables	\$54m	\$118m	\$182m	\$190m
Certegy NPAT	$-$1.2m$	\$1.4m	\$2.9m	$$7.2m$ ш
Amortisation of Intangibles	$-50.1m$	$-50.6m$	$-$0.5m$	$-$1.2m$
Integration Costs (post tax)	$-$0.5m$
Impact on Group NPAT	$- $1.8m$	\$0.8m	\$2.4m	\$6.0m J.

Notes: 1 Before amortisation of Certegy Intangibles (\$0.5m in1H10)

BLiNK Mobile Broadband - meeting expectations

• 38,000 active customers volume slightly ahead of forecasts +155% growth on 2H09
• 2nd largest purchaser of MBB from wholesale provider – in less than 12 months
• Up to 50% market share of category at retailers
• Partners deploying BLiNK product promotions to attract customers to store
• 31% of Flexirent lease customers take up half price BLiNK or a BLiNK promotional offer in best performing retailers
• Mobile Broadband market forecast to grow 27% in 2010¹ .
• FY10 dilutive due to acquisition costs FY11 accretive \$2m - \$3m NPAT

FXL recruits a vendor finance team to capitalise on mid and large ticket commercial opportunities in under serviced market

The Opportunity

Notes: 1 Source IDC

• Access to capital for commercial entities has substantially diminished
• Institutions (foreign and domestic) have contracted or exited this space creating an under serviced market
• Businesses continue to face challenges in accessing credit
• Vendors / OEMs require reliable sources of finance to support and drive asset sales
• \$3 billion finance market across Copier/Print, Telephony and IT (Servers, Storage, Notebooks, PCs)

The Execution

• Recruited an experienced vendor finance team with existing relationships
• Collectively, over the past 5 years, the team has financed \$650m of assets
• Leverage FXL core capabilities of; relationship management, credit / risk and end of term optimisation

Annexure II

Results analysis

Garry McLennan Chief Financial Officer

Strong NPAT growth in challenging times

• NPAT growth 30% (pre \$17m tax credit)
• Strong revenue performance
• Certegy growth was the major driver of increased net interest income up +\$9.2m on 1H09
• Product innovation (interim rental, Certegy fees and MBB) continues to support fee and other income growth +\$2.5m on 1H09
• Overhead increase supports:
• Certegy overheads new business acquired
• BLiNK mobile broadband customer acquisition
• Revenue growth
• Impairment losses and provisions down 3%
• Significant reductions in Flexirent losses as personal loan portfolio runs down

14

13

Notes: 1 Before Amortisation of Certegy Intangibles

Lease and loan losses decline on 1H09

• Lease losses decline on 1H09 with continued strong risk and collections focus
• Personal Loan losses continue to decline with the portfolio in run off
• Certegy losses commensurate with portfolio growth and expectations
• Low value purchases and repayments make products affordable even in difficult times
• Customers' desire to retain important asset keeps losses and arrears stable
• FXL has 20 years experience on consumer and business credit

Impairment losses (Sm)	1H 09	1H10
Leases	8.3	7.7
Personal Loans	4.2	22
Leases/Personal Loans	12.5	9.9
Certegy	0.1	4.5
Total Impairment Losses	12.6	14.4
Recoveries/Debt Sales	23	$-2.7$
Net Impairment Losses	10.3	11.7
Provisions	24	0.6
Total Impairment Charge	12.7	12.3
% of Avg Receivables	5.1%	4.4%

			90 Days plus Delinquency %
2.4%
2.0%
1.6%
1.2%
0.8%
0.4%
0.0%
	Dec-07	Jun-08	Dec-08	Jun-09	Dec-09

FXL's underlying cash flow before tax is underpinned by product innovation and the Certegy acquisition

• Underlying cash flow1 +14% driven by growth and product initiatives:
• Blink MBB \$2.1m
• Volumes \$2.4m
• Fee initiatives \$5.0m
• Pricing \$1.8m
• These have offset the strategy of constraining lease volumes, where necessary, to maintain credit quality
• Net cash inflow from operating activities increased by \$13.2m to \$25.5m
• \$123m cash at bank comprised of \$68m unrestricted cash and \$55m restricted cash loss reserves & excludes the \$17m tax benefit
• Balance sheet \$15m note for Certegy acquisition and \$17m corporate facility, all other debt non-recourse to FXL

AS MILLION	1H 0 9	1H 10
Underlying Cash Flow from Operating
Activities	31.4	35.9
Tax paid	(6.4)	(6.1)
Self funding of loans & leases	(5.9)	(2.0)
(Increases) decreases in Loss Reserves	(2.4)	(5.6)
Modem Inventory	0.0	0.9
Timing of asset payments	(4.4)	2.4
Net cash inflow provided from operating activities	12.3	25.5

16

15

Note 1 Underlying cash flow reflects the cash generated before cash deposited in loss reserves, self funding of loans, leases and lease periods and timing differences relating to asset payments

Annexure II

The changing funding paradigm post GFC presents significant opportunities to FXL

Market Impact	FlexiGroup Impact
To lower capital requirements, banks and fund managers are seeking highly rated securitisable assets	Organic and strategic growth opportunities for FXL - some competitors unable to achieve required ratings on their bank borrowings Lower cost of funding for FXL and improved NPAT. Bank margins will be lower for investment grade assets
Companies must segment their receivables portfolios to achieve investment grade ratings and lower cost of funds	FXL's systems and processes are geared towards supporting rated bank facilities – FXL trust structures have now been established and rating process is underway FXL is negotiating new rated bank facilities which will be "securitisation ready"
Companies will need additional cash resources to support new funding paradigm	FXL has a strong cash position – \$68m unrestricted cash plus \$55m in cash loss reserves – excluding \$17m tax refund New rated bank funding facilities are expected to require an additional 20% initial cash support \$40m capital raising is required to support new rated bank facilities and future growth opportunities

FXL's \$40m of new capital will assist in increasing NPAT and provide capital for growth

• 50% of new capital will be used to facilitate the transition of existing funding arrangements to new rated bank facilities and 50% to fund growth
• The 50% of new capital allocated to growth will provide a base for an additional \$100m in funding for new receivables - equates to 15% increase in assets financed over the next 2 years
• 20% of FXL's receivables portfolio are expected to be funded by new rated bank facilities over the next 2 years
• This is expected to result in a reduction in FXL's gearing on new rated bank facilities from 102% to 82%
• FXL is expected to lower its funding costs on new rated bank facilities by approx. 250 bps vs existing PV of receivables funding
• Historically, FXL has achieved a return on capital in excess of 20%

18

• General market conditions for funding are easing
• Major Australian trading bank funder provided new \$20m corporate facility
• One existing foreign bank funder has exited Australia – funded \$38m in 2009 – portfolio is now in run-off
• High level of interest from banks and fund managers in FXL rated receivables. FXL is negotiating term sheets for:
• \$150m rated facilities from 2 existing Australian Trading Bank funders
• FXL will seek to minimise unused facilities due to high cost from banks

Annexure II

Outlook for FY10

FY10 like for like NPAT guidance of \$39m-\$41m. Growth of 16% to 22% on FY09 NPAT of \$33.5m

• Certegy contribution of \$7.2m as receivables portfolio grows
• Other income growth partially offsets credit policy driven reduction in Flexi lease/loan receivables
• BLiNK Mobile Broadband, as anticipated, will not contribute until FY11 due to subscriber acquisition costs
• FY10 NPAT boosted by one off \$17m tax refund giving full year guidance of \$56m \$58m
• FY10 volume growth resulting from:
• Vendor finance segment with mid-large ticket leasing
• BLiNK Mobile Broadband penetration of retail channels
• Certegy portfolio is expected to reach steady state in 2H10
• Flat lease volumes expected as cautious approach to credit is maintained
• New Products
• Continued focus on value accretive acquisition opportunities¹

Note 1 - Consistent with previous guidance to the market, FXL is currently assessing potential acquisition opportunities that would be value accretive to FXL shareholders. However, at this stage, there is no certainty that any acquisition will be forthcoming or in relation to the terms, timing, or funding of any potential acquisitions. FXL will inform the market of any material matters in accordance with the ASX Listing Rules and the Corporations Act.

Offer structure and size	Fully underwritten A\$25.5m non-renounceable rights issue and A\$15.0m institutional placement
Rights ratio	Rights issue and placement price of A\$1.28 per share
& offer price	17.4% discount to the last closing price of A\$1.551 per share
	16.3% discount to TERP of A\$1.531 per share
	Rights issue ratio: 1 new share for every 12 existing FXL shares
Ranking / dividend	Shares issued under the rights issue and placement will not be entitled to FXL's interim dividend payable on 15 April 2010
	Placement shares will trade as a separate class until the dividend ex-date on 10 March 2010
	Placement shares will not rank for participation in the rights issue
	Shares issued under the rights issue will rank equally in all respects with existing ordinary shares from allotment
Underwriting	Both the rights issue and the placement are fully underwritten by J.P. Morgan Australia Limited and UBS AG Australia Branch
Significant shareholdings	FXL's major shareholder, The Abercrombie Group Pty Ltd, will take up 100% of its entitlement
Eligibility	Placement is open to existing institutional shareholders and other institutional investors. Rights issue is open to existing shareholders of FXL on the record date of 3 March 2010 who have a registered address in Australia or New Zealand
	Note 1 As at close of trading on 22 February 2010 adjusting for A\$0.03 per share interim dividend
	23

Impact on Cash, NPAT and EPS

Strengthened balance sheet	The proceeds of the equity raising will further strengthen the Company's balance sheet and will enhance its ability to establish new funding arrangements to support growth initiatives, reduce cost of funds, and increase its capacity for bolt–on acquisitions
Increased NPAT	Reduction in cost of funds of approximately 2.5% FXL has historically achieved a 20% after tax return on capital
Diversification of funding	Enhances ability for new funding relationships as lenders' demand shifts to highly rated securitisable assets Supports accelerated transition to "securitisation ready" facilities which require greater level of upfront funding to support credit ratings.
EPS	EPS dilutive in the short term; expected to be accretive from new receivables growth
	The equity raising will strengthen FXL's balance sheet flexibility and position it for further growth in the post GFC funding environment

Annexure II

Pro-forma Balance Sheet

		Impact of	Pro-forma
AS MILLION	$Dec-09$	Offer	$Dec-09$
Assets
Cash at bank	68.1	39.0	107.1
Loans and receivables	579.3		579.3
Allowance for losses	(14.3)	٠	(14.3)
	565.0	ä,	565.0
Other receivables	42		42
Unamortised initial direct transaction costs	31.3		31.3
Current tax receivable	84		8.4
Rental Equipment	2.8		28
Inventory	1.1		1.1
Plant and equipment Deferred tax assets	4.5 8.2	0.5	4.5 8.7
Goodwill	799	ä,	79.9
Other Intangible Assets	14.4	ä,	14.4
Total Assets	787.9	39.5	827.4
Liabilities
Borrowings	634.5	ä,	634.5
Loss Reserve	(54.8)	ä,	(54.8)
Net Borrowings	579.7		579.7
Payables	33.9		33.9
Current tax liability	0.0		0.0
Provisions	1.6		1.6
Deferred tax liabilities	23.8		23.8
Total Liabilities	639.0	$\blacksquare$	639.0
Net Assets	148.9	39.5	188.4
Equity
Contributed equity	35.6	39.5	75.1
Reserves	(1.9)	ä,	(1.9)
Retained Profits	115.2		115.2
Total Equity	148.9	39.5	188.4

25

Indicative Offer Timetable

Event	Date
Announcement of Offer	23 February 2010
Lodgement date - Offer document, Appendix 3B and cleansing notice lodged with ASX	23 February 2010
Trading Halt	23 February 2010
Placement bookbuild opens	10:30am (AEDT), 23 February 2010
Placement bookbuild closes	5:30pm (AEDT), 23 February 2010
Trading recommences	24 February 2010
Distribute 3B letter to shareholders	24 February 2010
Shares are quoted as 'ex rights'	25 February 2010
Record date for the Rights issue	7:00pm (AEDT), 3 March 2010
Settlement of new shares issued under the Placement	3 March 2010
Allotment of new shares issued under the Placement / Commencement of normal trading in new shares	4 March 2010
Offer documents sent to shareholders	9 March 2010
Rights issue opens	9 March 2010
Rights issue closes	5:00pm (AEDT), 23 March 2010
New shares quoted on a deferred settlement basis	24 March 2010
ASX notified of under-subscriptions	26 March 2010
Allotment of new shares issued under the rights issue (deferred settlement trading ends)	31 March 2010
Despatch date - new shares issued into shareholders security holdings	31 March 2010
Trading for now charge on a normal hacie	1 April 2010

Note: The above timetable is indicative only and subject to change without notice

Risk Factors

Introduction

There are a number of risks, both specific to FlexiGroup and of a general nature, which may affect the future operating and financial performance of FlexiGroup, its investment returns and the value of its shares. Many of the circumstances giving rise to these risks are beyond the control of FlexiGroup.

This section describes certain specific areas that are believed to be the major risks associated with an investment in FlexiGroup. Each of the risks described below could, if they eventuate, have a material adverse effect on FlexiGroup's operating and financial performance. You should note that the risks in this section are not exhaustive of the risks faced by a potential investor in FlexiGroup. You should consider carefully the risks described in this section, as well as other information in this presentation, and consult your financial or other professional adviser before making an investment decision.

General risks

Risk Factors (cont'd)

Specific risks

Market risk Market risk is the risk of an adverse event in financial markets causing a loss of earnings to FlexiGroup. Liquidity risk Liquidity risk is the possibility of FlexiGroup being unable to meet its financial commitments when they fall due as a result of mismatches in its cash flows from financial transactions. The availability of funding from uncertain financial markets may increase liquidity risks. Acquisition activities From time to time FlexiGroup evaluates acquisition opportunities. Any acquisition would lead to a change in the sources of FlexiGroup's earnings and could increase the volatility of its earnings. Integration of new businesses into FlexiGroup may be costly and may not generate expected earnings and may occupy a large amount of management's time. There is no guarantee that future potential acquisitions will be available on favourable terms or that they will be successfully integrated. Dependence Key manage-ment personnel The operating and financial performance of FlexiGroup is largely dependent on its ability to retain and attract key management personnel. Whilst FlexiGroup makes every effort to retain key management personnel, there can be no guarantee that it will be able to do so. Any loss of key management personnel could adversely affect the Company's business, results of operations or financial condition and performance. Changes in technology Technology plays an important role in the delivery of services to customers in a cost effective manner. FlexiGroup's ability to compete effectively in the future will, in part, be driven by its ability to maintain an appropriate technology platform for the efficient delivery of its products and services. Industry competition There is substantial competition within the specialty finance sector in which FlexiGroup operates. The effect of competitive market conditions may adversely impact the earnings and assets of FlexiGroup. Debt refinancing In the normal course of business, FlexiGroup's debt facilities will need to be extended at various maturity dates. The inability to extend these facilities on satisfactory terms could adversely affect FlexiGroup's financial performance. Credit market conditions and the operating and financial performance of FlexiGroup will affect borrowing costs as well as the company's capacity to repay, refinance or increase its debt. FlexiGroup is not subject to any covenants in its debt facilities requiring liquidity and leverage tests except for a \$10 million multi-option facility which has never been drawn. Litigation As with all businesses, FlexiGroup is exposed to potential legal and other claims or disputes in the course of its business, including contractual disputes and other liability claims in relation to the services that it provides. FlexiGroup takes legal advice in respect of such claims and, where relevant, makes provisions and disclosure regarding such claims in its consolidated financial statements. Although FlexiGroup seeks to minimise the risk of such claims arising, and their impact if they do arise, such claims will arise from time to time and could adversely affect FlexiGroup's business, results of operations or financial condition and performance Future payment of dividends FlexiGroup's future dividend and franking levels will be determined by the Board having regard to the operating results and financial position of FlexiGroup

Annexure II

Risk Factors (cont'd)

Specific risks

Reliance on distribution relationships

Compliance with and changes to regulation and legislation

Credit losses

Brands and reputation

FlexiGroup distributes its products through a number of retail partners, including Harvey Norman. FlexiGroup is dependent on its retail partners to offer its products at the retail point-of-sale. FlexiGroup's financial performance and prospects depend, in part, on its ability to retain and attract new distribution partners on acceptable terms. FlexiGroup has entered into contractual relationships with some of its retail partners (including Harvey Norman). Each of FlexiGroup's retail partners has the ability to terminate its distribution relationships, subject to certain varying conditions. Renewals of distribution agreements on less favourable terms to FlexiGroup or terminations of a number of the current agreements significantly reducing FlexiGroup's distribution network may have an adverse impact on the financial performance and prospects of FlexiGroup.

The industry in which FlexiGroup operates is subject to a range of laws and regulations. In particular, the provision of consumer credit in Australia and New Zealand is regulated by various laws. There is a risk that FlexiGroup may fail to comply in all material risks with all laws and regulations. If FlexiGroup does not meet regulatory requirements, FlexiGroup may be exposed to fines, penalties and/or obligations to pay compensation and may give rise to adverse publicity. Noncompliance with laws or regulations may have an adverse impact on the financial performance or prospects of FlexiGroup.

The Australian Government is in the process of reforming Australia's consumer credit laws. The National Consumer Credit Protection Act ("NCCP Act"), which includes a new National Consumer Credit Code ("New Code") received Royal Assent on 23 December 2009. The New Code will apply to certain credit contracts and leases entered into after 1 July 2010. The New Code will also apply (with some exceptions) from 1 July 2010 to credit contracts and leases entered into before 30 June 2010 that were previously regulated under the Uniform Consumer Credit Code. FlexiGroup has identified changes required to be made to documents, systems and procedures to comply with the New Code and is working to ensure that these are implemented by 1 July 2010.

In addition, the new NCCP Act requires entities that are engaged in "credit activities" to hold an Australian credit licence unless an exemption applies and imposes responsible lending obligations on licensees. Treasury is yet to release the final form of the licensing exemptions. It is likely that these exemptions will impact on the FlexiGroup entities that require a licence and whether FlexiGroup needs to appoint any "credit representatives". FlexiGroup is currently creating procedures to ensure compliance with these obligations. Compliance with the new laws is likely to involve additional compliance costs.

FlexiGroup is exposed to its customers' ability and willingness to meet their payment obligations during the term of their contracts. FlexiGroup's business model assumes a certain level of its customers will default on their payments. However, the level of defaults could be higher than assumed by FlexiGroup or experienced by FlexiGroup historically. This may have an adverse impact on the financial performance and prospects of FlexiGroup. As a retail consumer finance business, FlexiGroup is exposed to the risk of customer fraud. Increased incidents of such fraud beyond historic levels may have an adverse impact on the financial a performance and prospects of FlexiGroup.

FlexiGroup's business relies to a large extent on relationships and a reputation for efficiency, good service and value for money to attract and retain customers and retail partners. A tarnished reputation, for whatever reasons, may have an adverse impact on the financial performance or prospects of FlexiGroup.

Economic Risk The operating and financial performance of FlexiGroup is influenced by a variety of general economic and business conditions, including the level of inflation, interest rates, exchange rates, government policy, consumer spending, consumer confidence and employment rates. Adverse changes in such factors as the level of inflation, interest rates, exchange rates, government policy, consumer spending, consumer confidence and employment rates are outside of FlexiGroup's control and that of the Directors and may result in a material adverse impact on FlexiGroup's business, financial condition, prospects and results of operation

Disclaimers – Foreign Jurisdictions

This presentation has only been prepared to comply with the requirements of the securities laws of Australia.

• The shares being offered under the Rights Issue described in this presentation are also being offered to eligible shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Investor Presentation is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
• This presentation does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Rights Issue, the Rights or the shares to be issued under the Rights Issue, or otherwise permit the public offering of those shares, in any jurisdiction other than Australia and New Zealand.
• The distribution of this Investor Presentation (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Investor Presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.
• This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful. No action has been taken to permit a general public offer in any jurisdiction.

30

Disclaimers – Foreign Jurisdictions (cont'd)

Hong Kong

– WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than:

• to "professional investors" (as defined in the SFO); or in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.
• No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.
• The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

• This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
• This document has been given to you on the basis that you are (i) an existing holder of the Company's shares, (ii) an "institutional investor" (as defined under the SFA) or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
• Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.

United States

– This document has been prepared for publication in Australia and may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

31

Appendices

Annexure II

Appendix 1 – Detailed Profit and Loss

A\$ MILLION	1H09:	1H 10
Net Interest income	52.3	62.5
Interest expense	(24.0)	(25.0)
Net Interest Margin	28.3	37.5
Other Net Income	35.1	37.6
Operating Income	63.4	75.1
Payroll and related expenses	(18.0)	(23.3)
Depreciation expenses	(1.8)	(1.9)
Other expenses	(9.4)	(10.7)
Total Expenses (before impairment)	(29.2)	(35.9)
Impairment losses	(10.3)	(11.7)
Loss provision	(2.4)	(0.6)
Net Profit Before Tax	21.5	26.9
Tax benefit/(expense)	(6.8)	9.2
Net Profit After Tax	14.7	36.1
Amortisation of Certegy Intangibles	(0.1)	(0.5)
Net Profit After Tax	14.6	35.6

Note 1 Certegy numbers consolidated from date of acquisition 13-Oct-08 Note 2 Before amortisation of Certegy Intangibles

33

Appendix 2 - Detailed Balance Sheet

iexigroup limited
alance Sheet

A\$ MILLION	1H09	1H10
Assets
Cash at bank	43.3	68.1
Loans and receivables	505.2	579.3
Allowance for losses	(12.0)	(14.3)
	493.2	565.0
Other receivables	0 0	4.2
Unamortised initial direct transaction costs	30.5	31.3
Current tax receivable		84
Rental Equipment	2.8	2.8
Inventory	0 0	1.1
Plant and equipment	3.9	4.5
Deferred tax assets	64	8.2
Goodwill	798	79.9
Other Intangible Assets	14.8	14.4
Total Assets	674.7	787.9
Liabilities
Borrowinas	558.5	634.5
Loss Reserve	(45.3)	(54.8)
Net Borrowings	513.2	579.7
Payables	18.5	33.9
Current tax liability	107	0 0
Provisions	1.4	1.6
Deferred tax liabilities	22.5	23.8
Total Liabilities	566.3	639.0
Net Assets	108.4	148.9
Equity
Contributed eauity	35.3	35.6
Reserves	(2.6)	(1.9)
Retained Profits	75.7	115.2
Total Equity	108.4	148.9

Appendix 3 – Detailed Cash flow analysis

AS MILLION	1H09	1H10
Underlying Cash Flow from Operating Activities	31.4	35.9
Tax paid	(6.4)	(6.1)
Self funding of loans, leases and lease periods	(5.9)	(2.0)
(Increases) decreases in Loss Reserves	(2.4)	(5.6)
(Increase) / decrease in Mobile Broadband Modem Inventory	0 0	0.9
Timing of asset payments	(4.4)	2.4
Net cash inflow provided from operating activities	12.3	25.5
Cash flows from investing activities Capital expenditure	(3.4)	(2.8)
Payments for Certegy business Net cash outflow from investing activities	(18.4) (21.8)	0.0 (2.8)
Cash flows from financing activities Dividends paid	(6.9)	(7.2)
Net cash outflow from financing activities	(6.9)	(7.2)
Net impact of exchange rate movements	0.3	0.0
Net increase (decrease) in cash and cash equivalents	(16.1)	15.5
Opening cash and cash equivalents	59.4	52.6
End of period cash and cash equivalents	43.3	68.1

Note 1 Complete and detailed cash flow statement is available in FlexiGroup statutory accounts.

Eligible Shareholder declarations

Important

If you make an Application – you will be taken to make the following declarations to FlexiGroup – you:

• • agree to be bound by the terms of the Rights Issue;
• • authorise FlexiGroup to register you as the holder of the Rights Issue Shares allotted to you;
• • declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
• • declare you are over 18 years of age and have full legal capacity and power to perform all your Entitlements and obligations under the Entitlement and Acceptance Form;
• • acknowledge that once FlexiGroup receives the Entitlement and Acceptance Form or any payment of Application Monies via Bpay®, you may not withdraw it;
• • agree to apply for the number of Rights Issue Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via Bpay®, at the Offer Price per New Share;
• • agree to be issued the number of Rights Issue Shares that you apply for;
• • authorise FlexiGroup, the Underwriters, the Registry and their respective officers or agents, to do anything on your behalf necessary for the Rights Issue Shares to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;
• • declare that you were the current registered holder of Existing Shares on the Record Date and are a resident of an Eligible Jurisdiction;
• • acknowledge that the information contained in this Shareholder Booklet and the Entitlement and Acceptance Form is not investment advice or a recommendation that Rights Issue Shares are suitable for you given your investment objectives, financial situation or particular needs, and that the Shareholder Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in FlexiGroup and is given in the context of FlexiGroup's past and ongoing continuous disclosure announcements to ASX;
• • represent and warrant that the law of any place outside the Eligible Jurisdictions does not prohibit you from being given this Shareholder Booklet and the Entitlement and Acceptance Form, and does not prohibit you from making an application for Rights Issue Shares;
• • acknowledge the statement of risks in the "Risk Factors" Section of the Investor Presentation, and that investments in FlexiGroup are subject to investment risk;
• • acknowledge that none of FlexiGroup, the Underwriters or any or each of their directors, officers, employees, agents, consultants, their advisers, guarantees the performance of FlexiGroup, nor do they guarantee the repayment of capital from FlexiGroup;
• • represent and warrant that you are not in the United States and not acting for the account or benefit of a person in the United States;
• • acknowledge that the Rights Issue Shares have not, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia and New Zealand and accordingly, the Entitlements may not be taken up, and the Rights Issue Shares may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any person in the United States, except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
• • agree not to send this Shareholder Booklet, the Entitlement and Acceptance Form or any other material relating to the Offer to any person in the United States; and
• • agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Rights Issue and/or of your holding of Shares on the Record Date.

Directory

FlexiGroup Limited

Level 8 The Forum 201 Pacific Highway St Leonards NSW 2065 Australia Ph: +61 2 8905 2000 Fax: +61 2 8905 1800 http://www.flexigroup.com.au

FlexiGroup Shareholder Information Line

Australia: 1800 881 432 International: +61 2 8280 7927 Open 8:30am to 5:30pm Monday to Friday during the Rights Issue Period

Underwriters

J.P. Morgan Australia Limited (ABN 52 002 888 011) Level 32 Grosvenor Place 225 George Street Sydney NSW 2000

UBS AG, Australia Branch (ABN 47 088 129 613) Level 16 Chifley Tower 2 Chifley Square Sydney NSW 2000

Australian Legal Adviser

Mallesons Stephen Jaques Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia

Registry

Link Market Services Limited Level 12 680 George Street Sydney NSW 2000 Australia

Auditor

Pricewaterhouse Coopers Darling Park Tower 2 201 Sussex Street Sydney NSW 2000 Australia

FlexiGroup Limited ACN 122 574 583

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1800 881 432 From outside Australia: +61 2 8280 7927 Facsimile: (02) 9287 0303 ASX Code: FXL Website: www.linkmarketservices.com.au

SRN/HIN:

Entitlement Number:

Number of Shares held as at the Record Date, 7:00pm (AEDT) on 3 March 2010:

Entitlement to New Shares (on a 1 New Share for 12 basis):

Amount payable on full acceptance at A\$1.28 per Share:

Offer Closes 5:00pm (AEDT) 23 March 2010

ENTITLEMENT AND ACCEPTANCE FORM

As an Eligible Shareholder you are entitled to acquire 1 New Share for every 12 Existing Shares that you hold on the Record Date, at an Offer Price of A\$1.28 per New Share. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as to how to deal with it, you should contact your accountant, stockbroker, solicitor or other professional adviser.

IMPORTANT: The Equity Raising is being made under a Shareholder Booklet dated 23 February 2010. The Shareholder Booklet contains information about investing in the New Shares. Before applying for New Shares, you should carefully read the Shareholder Booklet. This Entitlement and Acceptance Form should be read in conjunction with the Shareholder Booklet.

If you do not have a paper copy of the Shareholder Booklet, you can obtain a paper copy at no charge, by calling the FlexiGroup Limited Offer Information Line on 1800 881 432 (within Australia) or +61 2 8280 7927 (from outside Australia).

PAYMENT OPTIONS

If you wish to take up all or part of your entitlement, you have two payment options detailed below.

Option 1: P aying by Bpay ®

SAMPLE If paying by Bpay ®, refer to the instructions overleaf. You do NOT need to return the acceptance slip below if you elect to make payment by Bpay®. Payment must be received via Bpay® before 5:00pm (AEDT) on 23 March 2010. You should check the processing cut off-time for Bpay ® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by Bpay® you will have deemed to have completed an acceptance slip for the number of Shares covered in full by your application payment.

Option 2: P aying by Ch equ e, BAN K DRA FT or Money O r der

If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Registry before 5:00pm (AEDT) on 23 March 2010.

Biller Code: 758292 Ref:

Telephone & Internet Banking – Bpay ®

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to Bpay Pty Ltd ABN 69 079 137 518

See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE ShareHOLDER AND HOLDING RECORDED ABOVE.

Please detach and enclose with payment

SRN/ HIN:

Entitlement Number:

Number of New Shares accepted (being not A more than your Entitlement shown above)	B A\$	Payment amount (Multiply the number in section A by A\$1.28)
PLEASE INSERT Ch equ e, ban C branch of a financial institution in Australian currency, made payable to	k dra f t or mone y or	der "	FlexiGroup Limited Offer Account" and crossed "Not Negotiable".	DETAILS – Cheques, bank drafts or money orders must be drawn on an Australian
Drawer	Cheque Number	BSB Number	Account Number	Amount of Cheque A\$
D CONTACT DETAILS – Telephone number		Telephone number – after hours	Contact name
( )	( )

The Rights Issue to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia and New Zealand. In particular the Rights Issue is not being made, directly or indirectly, to any person in the United States. The Shareholder Booklet and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

ACCEPTANCE O F Rig hts Iss u e

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by Bpay ® .

• you represent and warrant that you have read and understood the Shareholder Booklet and that you acknowledge the matters, and make the warranties and representations set out in the Shareholder Booklet;
• you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the Constitution of FlexiGroup Limited.

H O W TO APPLY FOR NE W Shares

1. I F PAYING BY Bpay ® ( availa ble to Share hol ders with an a ustralian bank acco unt only)

If you elect to make payment using Bpay ® you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay ®: www.bpay.com.au

Work out the total amount payable by you. To calculate the total amount, multiply the number of New Shares you wish to apply for by A\$1.28.

SAMPLE Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding.

2. I F PAYING BY C H EQUE, BAN K DRA FT OR MONE Y OR DER

Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.

A. Acceptance of New Shares

Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.

B . Payment Amount

Enter into section B the total amount payable by you. To calculate the total amount multiply the number in Section A by A\$1.28.

C. Cheque, bank draft or money order details

Enter your cheque, bank draft or money order details in section C. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to "FlexiGroup Limited Offer Account" and crossed "Not Negotiable". Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque or money order for the incorrect amount, FlexiGroup Limited may treat you as applying for as many New Shares as your cheque, bank draft or money order will pay for.

D . Contact details

Enter your contact telephone number where we may contact you regarding your acceptance of New Shares, if necessary.

3. How to L o dge y o u r Entitlement and Acceptance Form

A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Shareholder Booklet electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay® you do not need to complete or return the Entitlement and Acceptance Form. You should check the processing cut off-time for Bpay ® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address FlexiGroup Limited FlexiGroup Limited

Hand Delivery C/- Link Market Services Limited C/- Link Market Services Limited GPO Box 3560 Level 12, 680 George Street Sydney NSW 2001 Sydney NSW 2000 (Please do not use this address for mailing purposes)

Make sure you send your acceptance slip and application payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (AEDT) on 23 March 2010. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. FlexiGroup Limited reserves the right not to process any acceptance slips and payments received after 5:00pm (AEDT) on the Closing Date.

If you require further information on how to complete this Entitlement and Acceptance Form, please contact the FlexiGroup Limited Offer Information Line on 1800 881 432 (within Australia) or +61 2 8280 7927 (from outside Australia) between 8:30am and 5:30pm (AE DT) Monday to Friday.