HUMM GROUP LIMITED — Capital/Financing Update 2010

Feb 22, 2010

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

FlexiGroup Limited

ABN

75 122 574 583

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• $\overline{1}$ *Class of *securities issued or to be issued
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares (Shares).

11,718,750 Shares under an institutional placement as detailed in the announcement dated 23 February 2010 ("Placement").

19,930,724 Shares to be issued under a nonaccelerated non-renounceable rights issue as detailed in the announcement dated 23 February 2010 ("Rights Issue").

Fully paid ordinary shares issued for cash consideration.

⁺ See chapter 19 for defined terms.

4	Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do $\bullet$ the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Shares will rank equally in all respects with the existing fully paid ordinary shares in FlexiGroup Limited currently on issue, except that: (a) they will not be entitled to the interim dividend of A\$0.03 per share for the 6 months to 31 December 2009 (record date of 16 March 2010); and new Shares issued under the Placement (b) will not be entitled to participate in the Rights Issue.
5	Issue price or consideration	A\$1.28 per Share.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The proceeds from the Placement and the Rights Offer will further strengthen FlexiGroup Limited'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. Refer to the announcement dated 23 February 2010.
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	Shares issued under the Placement: 4 March 2010. Shares issued under the Rights Issue: 31 March 2010.

$+$ See chapter 19 for defined terms.

8 Number and + class of all + securities quoted on ASX (including the securities in clause 2 if applicable)	After the completion of the Placement, 250,887,440 Shares (based on the number of Shares on issue as at the date of this Appendix 3B and the number of Shares to be issued under the Placement, subject to effects of rounding). After the completion of the Rights Issue, 270,818,164 Shares (based on the number of Shares on issue as at the date of this Appendix 3B and the number of Shares to be issued under the Placement and the Rights Issue, subject to effects of rounding).	Fully paid ordinary shares.

• Number and ⁺class of all ⁺securities
  not quoted on ASX (including the
  securities in clause 2 if applicable) 9
• Dividend policy (in the case of a trust,
  distribution policy) on the increased
  capital (interests) 10

Number	+ Class
15,180,155	Options and Performance Rights over Ordinary Shares

No change.

$+$ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	No.
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the +securities will be offered	1 new ordinary share for every 12 ordinary shares held.
14	+ Class of + securities to which the offer relates	Fully paid ordinary shares.
15	*Record date to determine entitlements	3 March 2010.
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No.
17	Policy for deciding entitlements in relation to fractions	Where fractions arise in the calculation of shareholders' entitlements under the Rights Offer they will be rounded up or down to the nearest whole number.
18	Names of countries in which the entity has +security holders who will not be sent new issue documents	All countries other than Australia and New Zealand.
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	5:00pm (AEDST) on 23 March 2010.
20	Names of any underwriters	J.P. Morgan Australia Limited and UBS AG, Australia Branch.
		The Placement and the Rights Issue are fully underwritten.
21	Amount of any underwriting fee or commission	An underwriting fee of 1.8% and a management fee of 0.20% of the proceeds of the Rights Offer and the Placement are payable to the Underwriters.
22	Names of any brokers to the issue	Not applicable.
23	Fee or commission payable to the broker to the issue	Not applicable.

$+$ See chapter 19 for defined terms.

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	Not applicable.
25	If the issue is contingent on +security holders' approval, the date of the meeting	Not applicable.
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	No prospectus is being produced. A Shareholder Booklet and Entitlement and Acceptance Form will be sent to eligible shareholders on 9 March 2010. An investor presentation will also be provided to the ASX and attached to the Shareholder Booklet.
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable.
28	Date rights trading will begin (if applicable)	Not applicable.
29	Date rights trading will end (if applicable)	Not applicable.
30	How do +security holders sell their entitlements in full through a broker?	Not applicable.
31	How do +security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable.
32	How do +security holders dispose of their entitlements (except by sale through a broker)?	Not applicable.
33	+Despatch date	31 March 2010.

Part 3 - Quotation of securities

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

34	Type of securities (tick one)
(a)	Securities described in Part 1
(b)	All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

J

Additional securities forming a new class of securities

A copy of any trust deed for the additional +securities

Tick to indicate you are providing the information or documents

35	If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories 1 - 1.000 $1.001 - 5.000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over
37	A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of ⁺securities for which quotation is sought

$+$ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank $\bullet$ equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities,
end of restriction period

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

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

Number	+Class

Quotation agreement

• $\bar{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
• $\bullet$ There is no reason why those 'securities should not be granted 'quotation.
• An offer of the ⁺securities for sale within 12 months after their issue will not $\bullet$ require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• $\bullet$ Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that noone has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to $\bullet$ be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$\begin{minipage}{.4\linewidth} \begin{tabular}{l} \hline \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{} \ \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{} \ \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{} \ \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{} \ \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{} \ \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{}$

t tillt (Bitector/Company secretary)

Date: $23/2/16$

Sign here:

David Stevens

Print name:

• See chapter 19 for defined terms.