HUMM GROUP LIMITED — Director's Dealing 2019

Oct 29, 2019

FlexiGroup Limited ACN 122 574 583 Level 7, 179 Elizabeth St, Sydney NSW 2000 Locked Bag 5005, Royal Exchange NSW 1225

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Tel.+61-2-8905-2000 Fax. +61-2-8905-2424

30 October 2019

George Tharian Senior Advisor Listings Compliance Australian Securities Exchange By email: ListingsComplianceSydney@asx.com.au

Dear Mr Tharian

FlexiGroup Limited (“FXL”): Appendix 3Y – Change of Director’s Interest Notice Query

I refer to your letter dated 25 October 2019, and note the matters highlighted by you in it in relation to the lodgment of an Appendix 3Y by FXL on 21 October.

FXL responds to the questions contained in your letter as follows:

1. Please explain why the Appendix 3Y was lodged late?

The lodgment occurred late due to an oversight by management. As soon as the late lodgment was identified FXL contacted the ASX to advise of the late lodgment, and lodged the Appendix 3Y.

In accordance with FXL’s Trading Policy Ms Leonard had obtained the Chair’s prior approval for the transaction the subject of the Appendix 3Y, and had provided - on the following business day - written confirmation of her completion of the transaction, and the details of it.

2. What arrangements does FXL have in place under Listing Rule 3.19B with its directors to ensure it is able to meet its disclosure obligations under Listing Rule 3.19A?

FXL has in place a Trading Policy (available in the investor centre on its website: flexigroup.com.au) which is provided to each director as part of their induction, and on which refresher training is provided from time to time.

FXL also includes provisions in its engagement letter with each director in relation to compliance with the Trading Policy and the Listing Rules in relation to their interests and transactions in FXL’s securities.

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3. If the current arrangements are inadequate or not being enforced, what additional steps does FXL intend to take to ensure compliance with Listing Rule 3.19B?

Management have reviewed and updated the procedure in relation to Director Trading to minimise the risk of a recurrence of this matter.

Yours sincerely

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Isobel Rogerson Company Secretary

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25 October 2019 Reference: 09593

Ms Isobel Rogerson Company Secretary FlexiGroup Limited Level 7, 179 Elizabeth Street Sydney NSW 2000

By email

Dear Ms Rogerson

FlexiGroup Limited (‘FXL’): Appendix 3Y – Change of Director’s Interest Notice Query

ASX refers to the following:

1. FXL’s Appendix 3Y lodged on the ASX Market Announcements Platform (‘MAP’) on 21 October 2019 for Ms Jodie Leonard (the ‘Appendix 3Y’);

2. Listing Rule 3.19A which requires an entity to tell ASX the following:

   • 3.19A.1 ‘The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

     • On the date that the entity is admitted to the official list.

     • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.’

1. Listing rule 3.19B which states that:

‘An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.’

The Appendix 3Y indicates that a change in Ms Leonard’s notifiable interest occurred on 7 October 2019. It appears that the Appendix 3Y should have been lodged with ASX by 14 October 2019. Consequently, FXL may have breached Listing Rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the Listing Rules by listed entities for its reporting requirements.

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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ASX reminds FXL of its contract with ASX to comply with the Listing Rules. In the circumstances, FXL should make necessary arrangements to ensure it does not continue to breach the Listing Rules.

Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities .

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does FXL have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does FXL intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

Your response should be sent to me by e-mail at ListingsComplianceSydney@asx.com.au . It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, no later than half an hour before the start of trading (i.e. before 9:30 am AEDT) on 30 October 2019.

Under Listing Rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

Enquiries

If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

George Tharian

Senior Adviser, Listings Compliance (Sydney)

2/2 ASX Customer Service Centre 131 279 | asx.com.au