HUMM GROUP LIMITED — Capital/Financing Update 2015

Oct 26, 2015

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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).

$\mathbf{1}$	+ Class of + securities issued or to be issued	Fully paid ordinary shares
$\overline{2}$	Number of + securities issued or be issued (if known) or to maximum number which may be issued	Approximately 68,195,002 fully paid ordinary shares (New Shares) pursuant to the terms of the accelerated, non- renounceable entitlement offer (the Entitlement Offer ) described in the announcement and investor presentation lodged with ASX on 27 October 2015 (the ASX Materials ). The final number of New Shares issued and the split of those New Shares between the institutional component and retail component of the Entitlement Offer remains subject to rounding and the reconciliation of shareholder entitlements.

⁺ See chapter 19 for defined terms.

$\overline{\mathbf{3}}$	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid the +securities, amount outstanding and due dates for if payment; +convertible securities, the conversion price and dates for conversion)	The New Shares will have the same terms as existing fully paid ordinary shares.
$\overline{4}$	Do the + securities rank equally in all respects from the + issue date 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 ۰ participate for the next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes, the New Shares will rank equally with existing fully paid ordinary shares from the date of allotment.
5	Issue price or consideration	A\$2.20 per New Share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The proceeds from the Entitlement Offer are expected to be \$150,029,004 and will be used to partially fund the acquisition of a 100% interest in Fisher & Paykel Finance Holdings Limited.
		For more information, please refer to the ASX Materials.
6a	Is the entity an + eligible entity obtained that has security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and	N/A

$\label{eq:2.1} \frac{1}{2} \sum_{i=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{$

$\mathcal{L}^{\text{max}}_{\text{max}}$

• 6с Number of ⁺securities issued without security holder approval under rule 7.1
• Number of ⁺securities issued $6d$ with security holder approval under rule 7.1A
• Number of ⁺securities issued | 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of ⁺securities issued $N/A$ under an exception in rule 7.2
• If ⁺securities issued under rule $6g$ 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• $6_h$ If ⁺securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation $\sigma$ consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

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

Entitlement Offer - Friday 6 November 2015

Offer - Tuesday 24 November 2015

$N/A$

For the institutional component of the

For the retail component of the Entitlement

Number	+ Class
Approximately	Fully paid ordinary
372,344,709	shares

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

		Number	+ Class
$\mathbf Q$	Number and + class of all + securities not quoted on ASX (including the + securities in section 2 if applicable)	4,030,083	Options Performance Rights over Shares	and
10	Dividend policy (in the case of a $\vert$ No change.

Part 2 - Pro rata issue

trust, distribution policy) on the increased capital (interests)

11	holder approval security Is required?	No, shareholder approval is not required for the Entitlement Offer.
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the + securities will be offered	The entitlement ratio for existing shareholders is 1 New Share for every 4.46 existing fully paid ordinary shares held at the record date for the Entitlement Offer.
14	+ Class of + securities to which the offer relates	Fully paid ordinary shares
15	determine +Record date to entitlements	7:00pm (AEST), Friday 30 October 2015
16	different holdings Will on registers (or subregisters) be calculating aggregated for entitlements?	N o
17	Policy for deciding entitlements in relation to fractions	Where fractions arise in the calculation of shareholders' entitlements under the Entitlement Offer they will be rounded up to the next whole number of New Shares.

18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	For the institutional component of the Entitlement Offer, all countries other than Australia, New Zealand, Germany, Netherlands, France, Hong Kong, Ireland, Italy, Norway, Singapore, Switzerland, an United Kingdom.
		the retail component For of the Entitlement Offer - all countries other than Australia and New Zealand.
19	Closing date for receipt of acceptances or renunciations	For the institutional component of the Entitlement Offer - Wednesday 28 October 2015. For the retail component of the Entitlement Offer - Monday 16 November 2015

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Citigroup Global Markets Pty Limited CBA Equities Limited
21	Amount of any underwriting fee or commission	An underwriting fee of 1.8% of the proceeds of the gross proceeds of the Entitlement the Offer less commitment from Abercrombie Group Pty Ltd and its associates, plus A management and selling fee of 0.6% of the gross proceeds of the Entitlement Offer less the proceeds from Abercrombie Group Pty Ltd and its associates
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	No prospectus is being prepared in connection with the Entitlement Offer. A retail offer document and personalised entitlement and acceptance form will be sent to eligible shareholders on or after Wednesday 4 November 2015.
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

$\mathcal{L}_{\mathcal{A}}$ is

⁺ See chapter 19 for defined terms.

30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+ Issue date	For the institutional component of the Entitlement Offer - Friday 6 November 2015 For the retail component of the Entitlement Offer - Tuesday 24 November 2015

Part 3 - Quotation of securities

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

• Type of ⁺securities 34 (tick one)
• Securities described in Part 1
• $(b)$

$(a)$

All other ⁺securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35
• If the 'securities are 'equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$

⁺ See chapter 19 for defined terms.

10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)

37

38	Number of + securities for which + quotation is sought	N/A
39	+ Class of + securities for which quotation is sought	N/A
40	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities?	N/A
	If the additional + securities do not rank equally, please state: the date from which they do to which the extent they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest Or payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	N/A
	(if issued upon conversion of another + security, clearly identify that other 'security)
42	and + class of Number all quoted on + securities ASX (including the + securities in clause 38)	Number N/A	+ Class N/A

⁺ See chapter 19 for defined terms.

Quotation agreement

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

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

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

Sign here:	Injay-Anderson . (Director/Company secretary)	Date: $27/10/15$
Print name:	JULIANNE LYALL-ANDERSON

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the *issue date or date of agreement to issue
Add the following:
Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid + ordinary securities issued in that 12 month period with shareholder approval
Number of partly paid +ordinary $\bullet$ securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of ۰ securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule $\bullet$ 7.1 or rule 7.4
Note: This applies to equity securities, unless $\bullet$ specifically excluded - not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
$A'' \times 0.15$
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] - "C"
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the $\bullet$ securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items
"F"

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
$A'' \times 0.10$
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placement capacity under rule 7.1A

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.