HUMM GROUP LIMITED — Major Shareholding Notification 2019

Dec 4, 2019

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Washington H. Soul Pattinson and Company Limited

ABN 49 000 002 728

Level 14, 151 Clarence Street Sydney NSW 2000 Australia GPO Box 479 Sydney NSW 2001 T: (02) 9210 7070 F: (02) 9210 7077

5 December 2019

The Company Secretary Flexigroup Limited Level 7, 179 Elizabeth Street Sydney NSW 2000

Dear Sir or Madam

Notice of initial substantial holder

We enclose Corporations Act 2001 Form 603, Notice of initial substantial holder, lodged today with the Australian Securities Exchange.

This notice is the result of a technical relevant interest arising from Washington H Soul Pattinson and Company Limited (WHSP) holding more than 20% of the issued capital of Pengana Capital Group Limited.

WHSP does not hold any shares in Flexigroup Limited directly.

Yours faithfully

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I.D. Bloodworth Company Secretary

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603

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Flexigroup Limited (ASX: FXL)

ACN/ARSN ACN 122 574 583

1. Details of substantial holder (1)

Name Washington H. Soul Pattinson and Company Limited ( WHSP ) ACN/ARSN (if applicable) ACN 000 002 728

The holder became a substantial holder on 02/12/2019

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
Fully paid ordinary shares	19,860,000	19,860,000	5.04%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
WHSP	Relevant interest due to holding voting power of more than 20% in Pengana Capital Group Limited (PCG)	19,860,000 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
WHSP	BNP Paribas Nominees Pty Limited	Pengana Capital Limited (PCL)	19,860,000 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
WHSP	29-Aug-2019	$54,186	N/A	30,000 ordinary shares
WHSP	26-Sep-2019	$116,592	N/A	-50,000 ordinary shares
WHSP	11-Oct-2019	$43,948	N/A	20,000 ordinary shares
WHSP	15-Oct-2019	$20,008	N/A	9,168 ordinary shares
WHSP	16-Oct-2019	$45,163	N/A	20,832 ordinary shares
WHSP	17-Oct-2019	$20,523	N/A	10,000 ordinary shares
WHSP	21-Oct-2019	$19,972	N/A	10,000 ordinary shares

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WHSP	24-Oct-2019	$19,822	N/A	10,000 ordinary shares
WHSP	25-Oct-2019	$20,022	N/A	10,000 ordinary shares
WHSP	27-Nov-2019	$2,044,488	N/A	1,000,000 ordinary shares
WHSP	29-Nov-2019	$6,480,710	N/A	3,217,156 ordinary shares
WHSP	29-Nov-2019	$165,671	N/A	82,844 ordinary shares
WHSP	29-Nov-2019	$4,702,322	N/A	2,300,000 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
WHSP and PCG	WHSP holds voting power of more than 20% in PCG

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
WHSP	Level 14, 151 Clarence Street, Sydney NSW 2000
PCG	Level 12, 167 Macquarie Street, Sydney NSW 2000
PCL	Level 12, 167 Macquarie Street, Sydney NSW 2000

print name Ian David Bloodworth capacity Company Secretary
sign here date 5 December 2019
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is
ragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.
f votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
divided by the total votes in the body corporate or scheme multiplied by 100.
nt agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme
ment, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
cation of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
f "relevant agreement" in section 9 of the Corporations Act 2001.

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

603 page 3/3

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.