HUMM GROUP LIMITED — M&A Activity 2025

Jun 24, 2025

25 June 2025

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The Abercrombie Group's non-binding indicative offer to acquire humm group limited

humm group limited (ASX:HUM) (" humm group") advises that after the close of market on 23 June 2025 it received a non-binding indicative offer to acquire humm group from The Abercrombie Group Pty Ltd ( TAG ).

TAG is the family office of humm group Board Chair Andrew Abercrombie. TAG and its associates hold 26.6% of the shares on issue in humm group.

Offer price

The indicative offer is for the acquisition of all of the ordinary shares on issue in humm group (that are not currently held by TAG and its associates) for a cash price of $0.58[1] per share ( Offer ) compared to a closing price on 23 June 2025 of $0.43. TAG proposes to acquire the shares by way of a scheme of arrangement.

Key conditions

The Offer is expressed to be non-binding and is subject to a number of conditions, including completion of due diligence satisfactory to TAG and entry into by TAG and humm group of a mutually agreed scheme implementation deed ( SID ).

Implementation of the scheme of arrangement under the SID would be conditional on (among other things) customary approval of the humm group shareholders by the required majority and by the Court.

Independent Board Committee

An independent committee of the humm group Board of Directors ( IBC ) has been formed comprised of the independent non-executive directors, Andrew Darbyshire, Teresa Fleming and Robert Hines and authority to consider and respond to the Offer has been delegated to the IBC.

The IBC has determined to allow TAG a period of 4 weeks to undertake targeted due diligence to enable TAG to make a binding offer.

Next steps

humm group shareholders do not need to take any action in relation to the Offer. Shareholders should be aware that there is no certainty that TAG and humm group will enter into a binding SID or that a

1 The cash offer price would be adjusted for any dividends or capital returns made by hummgroup prior to implementation of the scheme of arrangement. humm Group Limited ACN 122 574 583 Level 1, 121 Harrington St, The Rocks NSW 2000 Tel. +61-2-8905-2000

transaction will proceed.

humm group will continue to keep shareholders informed in accordance with its continuous disclosure obligations.

humm group has engaged K&L Gates as its legal adviser in relation to the Offer.

TAG has engaged Gresham Partners as financial adviser and MinterEllison as legal adviser in relation to the Offer.

This announcement is authorised by the members of the IBC.

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Media Contact

Rebecca Emery – Head of Communications +64 275 580 946 communications@humm-group.com

ABOUT HUMM GROUP

humm Group Limited ACN 122 574 583 (ASX: HUM) (“Company”, and with its other group and consolidated entities “ humm group” or “Group”) is a diversified financial services company that provides instalment plans which enable businesses and consumers to make large purchases. humm group operates in Australia, New Zealand, Ireland, Canada, and the United Kingdom. Its principal activities include the provision of Commercial Lending in Australia and New Zealand; Point of Sale Payment Plans; Australia Cards ( humm ®90, Lombard and Once); and New Zealand Cards (including Farmers Finance Card, Farmers Mastercard®, Q Card, Q Mastercard® and Flight Centre Mastercard®).

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