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HUMM GROUP LIMITED Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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humm group
17 April 2026
SUPPLEMENTARY DISCLOSURE: NOTICE OF EXTRAORDINARY GENERAL MEETING
Dear Shareholder
humm group limited (hummgroup or the Company) refers to:
(a) the Extraordinary General Meeting (EGM or the Meeting) which was originally convened on 19 February 2026 and has been adjourned twice in accordance with interim orders of the Takeovers Panel, is scheduled to be resumed on Friday, 1 May 2026 commencing at 12.00 noon (AEST) at the offices of Thomson Geer, Level 14, 60 Martin Place, Sydney NSW 2000; and
(b) the Notice and accompanying Explanatory Memorandum (Notice) dated 1 April 2026.
The Board of hummgroup have today released a Supplementary Disclosure to the Notice of Meeting. This, and the Notice in respect of the Meeting, are being made available to shareholders electronically via our website. To view and download a copy of the Notice and Supplementary Disclosure, please visit the Company's website at https://investors.humm-group.com/Investor-Centre/?page=asx-announcements-HUM. The Notice is also available on the ASX website, under the Company's ticker code: HUM. A new Proxy Form accompanies this letter.
The Company will only be dispatching physical copies of the Supplementary Disclosure and proxy form to Shareholders who have elected to receive meeting documents in physical form. If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents. You may request to be sent a physical copy of the Supplementary Disclosure, free of charge, by emailing the Company Secretary at [email protected] before 5pm (AEST) on 23 April 2026.
If you are attending the EGM, please bring your Proxy Form with you to facilitate a faster registration. If you are unable to attend the EGM, we encourage you to complete and return the Proxy Form no later than 12.00 noon (AEST) on Wednesday, 29 April 2026 as specified in the Notice and Proxy Form.
hummgroup encourages shareholders to lodge their proxy votes online. To do that, shareholders can login to https://au.investorcentre.mpms.mufg.com/ using the holding details (SRN or HIN) that will be available on the personalised Proxy Form dispatched by hummgroup's share registry. Once logged in, select "Voting" and follow the prompts to lodge your vote. Proxy instructions must be received no later than 48 hours before the commencement of the Meeting. Shareholders that experience any problems accessing the proxy voting screen(s) can contact hummgroup's share registry, MUFG Corporate Markets (AU) Limited, by phone on 1300 554 474 (within Australia) or +61 1300 554 474 (outside Australia) or by email at [email protected].
If you would like to submit a question to the Company, prior to the Meeting, please log on to https://au.investorcentre.mpms.mufg.com/ and select "Voting" and click "Ask a Question" or email the Company Secretary ([email protected]) before 12.00 noon (AEST) on 29 April 2026.
If you require further information or have questions, please contact hummgroup's shareholder helpline on 1300 679 079 and +61 2 9000 7015 (outside Australia).
Yours sincerely
The Board of Directors
humm group limited
hummgroup
hummgroup limited
ACN 122 574 583
LODGE YOUR VOTE
ONLINE
https://au.investorcentre.mpms.mufg.com
BY MAIL
hummgroup limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY EMAIL
[email protected]
BY FAX
+61 2 9287 0309
BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
During business hours Munday to Friday
ALL ENQUIRIES TO
Telephone: 1300 554 474
Overseas: +61 1300 554 474
hummgroup limited helpline
Telephone: 1300 679 079
+61 2 9000 7015
LODGEMENT OF A PROXY FORM
This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given above by 12:00 noon (AEST) on Wednesday, 29 April 2026, being not later than 48 hours before the resumption of the Meeting. Any Voting Form received after that time will not be valid for the resumed Meeting.
Voting Forms may be lodged using the reply paid envelope or:
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre website using the holding details as shown on the Voting Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or entering voting for https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
QR Code
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Form.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as they choose. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be received at [email protected] prior to admission in accordance with the Notice of Extraordinary General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
HUM PRX2601N
PROXY FORM
I/We being a member(s) of hummgroup limited and entitled to participate in and vote hereby appoint:
APPOINT A PROXY
☐ the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the adjourned general meeting to be resumed at 12:00 noon (AEST) on Friday, 1 May 2026 at the offices of Thomson Geer, Level 14, 60 Martin Place Sydney NSW 2000 (the Meeting) and at any postponement or adjournment of the Meeting.
The proxy must vote as directed below or, if no directions are given, may vote as they see fit to the extent permitted by law.
The HUMM Group Representative intends to vote undirected proxies AGAINST all Resolutions.
The Chair of the Meeting intends to vote undirected proxies AGAINST all Resolutions.
HUMM'S NON-EXECUTIVE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE AGAINST ALL RESOLUTIONS AS INDICATED ON THIS FORM. The Managing Director does not make any recommendation.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an ☐
| Non-executive directors recommendation | Resolutions |
|---|---|
| AGAINST | 1 Appointment of Mr Jeremy Michael Kerston Raper as a Director |
| AGAINST | 2 Appointment of Mr Garry Roy Sladden as a Director |
| AGAINST | 3 Removal of Mr Andrew Abercrombie as a Director |
| AGAINST | 4 Removal of Mr Robert Hines as a Director |
| AGAINST | 5 Removal of Mr Andrew Darbyshire as a Director |
| AGAINST | 6 Removal of any Other Persons as a Director |
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) |
|---|---|---|
| Sole Director and Sole Company Secretary | Director/Company Secretary (Delete one) | Director |
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).