HUMM GROUP LIMITED — Share Issue/Capital Change 2020

Dec 14, 2020

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	humm group limited (hummgroup)
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN 122 574 583
1.3	*ASX issuer code	HUM
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.	N/A
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	15 December 2020

• See chapter 19 for defined terms 31 January 2020

Page 1

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☒+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☐Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here:
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	N/A
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	N/A
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	N/A
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 2

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

				payment up of equity +securities	payment up of equity +securities
2.2c.1		Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		8,634,047 options under thehummgroup long term incentive plan
2.2c.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Each option is a right to acquire one fully paid ordinary share inhummgroup (ASX: HUM), subject to meeting performance and vesting conditions and payment of an exercise price of $1.38. The terms of the options granted to the Group Chief Executive Officer are summarised in the Notice of Meeting for the 2020 Annual General Meeting. The options granted to other employees are on substantially the same terms as the Group Chief Executive Officer’s grant. A copy of the Notice of Meeting is attached.
2.2c.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Yes
2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities Rebecca James Rebecca James 2,000,000 Christopher Lamers Christopher Lamers 1,200,000 Jason Murray Jason Murray 712,656
		insert the name of the associate in	“Name of registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
		Rebecca James	Rebecca James		2,000,000
		Christopher Lamers	Christopher Lamers		1,200,000
		Jason Murray	Jason Murray		712,656
2.2d.1		*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.		☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below] Additional details:

• See chapter 19 for defined terms 31 January 2020

Page 3

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.	Grant of options under thehummgroup long term incentive plan
2.3	*The +securities being issued are: Tick whichever is applicable	☒Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☐New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	Options, each being a right to acquire one fully paid ordinary share inhummgroup (ASX: HUM), subject to meeting performance and vesting conditions and payment of an exercise price.
3A.2	*Number of +securities being issued	8,634,047
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?	Yes
3A.3b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”.	N/A
3A.3c	*Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.	N/A
3A.3d	*Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.	N/A

• See chapter 19 for defined terms 31 January 2020

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This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

3A.3e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description	N/A
3B.2	*Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.	N/A
3B.4	*Number of +securities being issued	N/A
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	N/A
3B.5b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is “No”.	N/A
3B.5c	*Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”.	N/A
3B.5d	*Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 5

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

			payment up of equity +securities
3B.5e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.		N/A
3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.		N/A
3B.7	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		N/A
3B.8a	Ordinary fully or partly paid shares/units Answer the questions in this section if you selected this	details security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.	N/A
	*Will there be CDIs issued over the +securities?	N/A
	*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	N/A
	*Is it a partly paid class of +security?	N/A

• See chapter 19 for defined terms 31 January 2020

Page 6

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	N/A
	*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	N/A
3B.8b	Option details Answer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the exercise price is payable.	N/A
	*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	N/A
	*Expiry date The date on which the options expire or terminate.	N/A
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.	N/A
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	*Type of +security Select one item from the list	☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.	N/A

• See chapter 19 for defined terms 31 January 2020

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This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).	N/A
	*Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other
	Frequency of coupon/interest payments per year Select one item from the list.	☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments	N/A
	Interest rate per annum Answer this question if the interest rate type is fixed.	N/A
	*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.	N/A
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	N/A
	*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed	N/A
	*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A
	*Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 8

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☒Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	N/A
	*Maturity date Answer this question if the security is not perpetual	N/A
	*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	N/A
	*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 9

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.	N/A

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	11 December 2020
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.	N/A
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	N/A
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	N/A
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	Options are granted for nil consideration as long term incentives to employees under the hummgroup Long Term Incentive Plan.
4.3	Any other information the entity wishes to provide about the issue	N/A

• See chapter 19 for defined terms 31 January 2020

Page 10

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1			*Total number of +securities on issue 1,161,961 8,634,047
		*ASX security code and description	*Total number of +securities on issue
		Performance rights Options under the LTIP	1,161,961 8,634,047

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	No

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

• See chapter 19 for defined terms 31 January 2020

Page 11

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	No
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.	N/A
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	Yes
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	8,634,047
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No
6.2c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

• See chapter 19 for defined terms 31 January 2020

Page 12

// NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the fourteenth Annual General Meeting (“ Annual General Meeting ” or “ 2020AGM ”) of FlexiGroup Limited (“ Company ” or “ flexigroup ”) will be held on Thursday 19 November 2020 commencing at 4.00 pm AEDT.

In response to the global COVID-19 pandemic and government restrictions on physical gatherings, the 2020AGM will be held as a virtual meeting (online only). There will be no physical meeting where shareholders and proxies can attend in person. A virtual general meeting is also permitted by amendment made under section 5 of the Corporations (Coronavirus Economic Response) Determination (N0.3) issued by the Commonwealth Treasurer dated 21 September 2020.

>> Agenda

ORDINARY BUSINESS

1. Financial Report, Directors’ Report and Auditor’s Report

To receive and consider the Financial Report, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2020.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution:

“That the Remuneration Report (which forms part of the Directors’ Report) for the financial year ended 30 June 2020 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Re-election of director

To consider and, if thought fit, to pass the following resolution:

“That Christine Christian AO, who retires in accordance with ASX Listing Rule 14.5 and Article 10.3(a) of the Company’s constitution, and being eligible, be re-elected as a Director of flexigroup .”

SPECIAL BUSINESS

4. Approval of the change of Company name

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That the Company adopt as its new name, humm Group Limited.”

5. Approval of participation in the flexigroup Long Term Incentive Plan

To consider and, if thought fit, to pass the following resolution:

“That, for all purposes, approval is given for the grant of 2,000,000 Options to Ms Rebecca James under the Long Term Incentive Plan

(“ LTIP ”), on the terms described in the Explanatory Statement accompanying and forming part of this Notice of Meeting.”

VOTING EXCLUSION STATEMENTS

Item 2

In accordance with sections 250R and 250BD of the Corporations Act 2001 (Cth) (“ Corporations Act ”), subject to paragraph 2, a vote must not be cast (in any capacity) on the resolution in Item 2 by or on behalf of a member of the Company’s key management personnel (“ KMP ”) (including the Directors) details of whose remuneration are included in the Remuneration Report or their closely related parties (such as close family members or any controlled entities), regardless of the capacity in which the votes are cast except that a vote may be cast on the resolution in Item 2 by a KMP, or a closely related party of a KMP if the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on the resolution in Item 2 and the vote is not cast on behalf of a KMP or their closely related parties.

If you appoint the Chairman of the 2020AGM as your proxy, and you do not direct your proxy how to vote on the resolution in Item 2 on the proxy form, you will be expressly authorising the Chairman of the 2020AGM to exercise your proxy, even though Item 2 is connected directly or indirectly with the remuneration of the Company’s KMP, which includes the Chairman.

Item 5

For the purpose of ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution in Item 5 by any Director of flexigroup who is eligible to participate in the LTIP and an associate of any such person. However, this does not apply to a vote cast in favour of the resolution by:

• (a) person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

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NOTICE OF ANNUAL GENERAL MEETING flexigroup 2020

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• a. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• b. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder.

Items 2 and 5

For the purpose of section 250BD of the Corporations Act:

1. a vote must not be cast on a resolution in Item 2 or 5 by a KMP, or a closely related party of a KMP, acting as proxy, if their appointment does not specify the way the proxy is to vote on Item 2 or 5. However, this voting exclusion does not apply if the KMP is the Chairman of the 2020AGM acting as proxy and their appointment expressly authorises the Chairman of the 2020AGM to exercise the proxy even if that item is connected directly or indirectly with the remuneration of a member of the KMP; and

2. if you appoint the Chairman of the 2020AGM as your proxy, and you do not direct your proxy how to vote on the resolution on the proxy form, you will be expressly authorising the Chairman of the 2020AGM to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP, which includes the Chairman of the 2020AGM.

ENTITLEMENT TO ATTEND AND VOTE

The Board has determined that, for the purposes of determining voting entitlements at the Annual General Meeting, those persons who are registered as holding shares in the Company at 7.00 pm (AEDT) on Tuesday 17 November 2020 will be entitled to vote.

All voting at the 2020AGM will be by way of a poll.

VOTING IN PERSON

Shareholders wishing to vote in person or their attorneys or, in the case of a shareholder or proxy which is a corporation, corporate representatives, should participate in the virtual AGM by logging in online at https://agmlive.link/FXL20.

Voting by attorney

If a shareholder executes or proposes to execute a document, or do any act, by or through an attorney which is relevant to that shareholder’s shareholding in the Company, that shareholder must deliver the instrument appointing the attorney to the Share Registry for notation.

Forms” below) the original instrument appointing the attorney or a certified copy of it no later than 48 hours before the start of the 2020AGM.

Any power of attorney granted by a shareholder will, as between the Company and that shareholder, continue in force and may be acted on, unless express notice in writing of its revocation or the death of the relevant shareholder is lodged with the Company.

Corporate Shareholders and Proxies

Corporate shareholders and proxies wishing to appoint a representative to attend and vote at the 2020AGM on their behalf must provide the representative with:

• (a) a properly executed letter or certificate authorising the person to act as the corporate shareholder’s or proxy’s representative; or

• (b) a copy of the resolution of the corporate shareholder or proxy appointing the representative, certified by a secretary or director of the shareholder or proxy.

PROXIES

A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of the shareholder. A shareholder may appoint not more than two proxies. A proxy need not be a shareholder of the Company and may be an individual or a body corporate.

You may appoint a proxy to vote on your behalf by either:

• (a) completing and returning the proxy form which accompanies this document in the manner specified below; or

• (b) appointing a proxy online via https://agmlive.link/FXL20 by following the instructions on that website.

If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Annual General Meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Annual General Meeting.

If such evidence is not received before the Annual General Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. If you wish to appoint a proxy, please complete and submit the Proxy Form accompanying this Notice of Annual General Meeting, by following the instructions contained in the Proxy Form.

]Shareholders wishing to vote by attorney at the AGM must, if they have not already presented an appropriate power of attorney to the Company for notation, deliver to the Share Registry (at the address or email address set out in the section headed “Lodgement of Proxy

NOTICE OF ANNUAL GENERAL MEETING 2020 // 2

Shareholders can direct their proxy how to vote by following the instructions on the Proxy Form, and are encouraged to do so.

The Chairman of the Meeting intends to vote all available proxies able to be voted in favour of each item of business set out in this Notice of Meeting.

LODGEMENT OF PROXY FORMS

Proxy Forms may be lodged with the Company’s Share Registry: (a) by hand to Link Market Services Limited at Level 12, 680 George Street, Sydney NSW 2000;

• (b) by post to Link Market Services Limited in the enclosed reply-paid envelope (where provided);

• (c) by fax to Link Market Services Limited on +61 2 9287 0309; or

(d) online at www.linkmarketservices.com.au.

To be effective, your Proxy Form and the Power of Attorney or other authority (if any) under which it is signed (or a copy of the Power of Attorney or other authority, certified as a true copy by Statutory Declaration), must be received or, if you choose to appoint a proxy online, doing so, no later than 48 hours prior to the Annual General Meeting (i.e. no later than 4.00 pm (AEDT) on Tuesday, 17 November 2020).

Please note that if you wish to revoke your proxy appointment, you will need to inform the Share Registry of this revocation before the commencement of the 2020AGM. You may do so by contacting the Share Registry on +61 1800 881 432 Monday to Friday between 9am and 5pm (Sydney time). Unless your proxy’s appointment is revoked, you will not be allowed to vote at the 2020AGM in any other capacity. This means that if you appoint a proxy prior to the 2020AGM but then decide to attend the 2020AGM yourself, your proxy retains the ability to vote, not you.

Proxies participating in the virtual 2020AGM will receive an email from the Share Registry prior to the 2020AGM containing details of their Proxy Number which they will need to use for their online registration process. Proxies are asked to log in online 15 minutes prior to the time designated for the commencement of the 2020AGM, if possible, to register and to obtain a Voting Card.

VOTING

All voting at the 2020AGM will be conducted by way of a poll, and not by a show of hands.

GUIDE TO PARTICIPATING IN THE VIRTUAL 2020AGM

Please see the accompanying guide provided by the Share Registry which includes the various requirements and helpful tips to guide your participation in the virtual meeting, including how to register, how to ask questions and how to cast or change your vote.

Dated 16 October 2020

By order of the Board

==> picture [144 x 40] intentionally omitted <==

Isobel Rogerson

Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING flexigroup 2020

>> Explanatory Notes

On the business to be transacted at the FlexiGroup Limited 2020 Annual General Meeting

These Explanatory Notes have been prepared to help shareholders understand the business to be put to shareholders at the Annual General Meeting. These Explanatory Notes form part of the Notice of Annual General Meeting and should be read with the Notice of Annual General Meeting.

>> Ordinary Business

Item 1. Financial Report, Directors’ Report and Auditor’s Report

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2020 will be laid before the Annual General Meeting. Shareholders will be provided with the opportunity to ask questions or raise comments about the reports or on the management of the Company. Also, a reasonable opportunity will be given to shareholders to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the Financial Report and the independence of the auditor in relation to the conduct of the audit.

As there is no requirement for a formal resolution on this item, a resolution will not be put to the 2020AGM.

Item 2. Remuneration Report

Under the Corporations Act, the Company is required to include, in the Directors’ Report, a detailed Remuneration Report setting out certain prescribed information relating to Directors’ and executives’ remuneration and submit this for adoption by ordinary resolution of shareholders at the Annual General Meeting or is available at the Company’s website: www.fexigroup.com.au

The Company’s Remuneration Report for the financial period ended 30 June 2020 is set out in the Directors’ Report which forms part of the Company’s 2020 Annual Report, a copy of which was provided to shareholders with this Notice of Annual General Meeting.

The Remuneration Report discusses matters including the remuneration policy of the Company, the remuneration paid to Directors and executives who are members of the Company’s KMP, and the relationship between the remuneration of those Directors and executives and performance.

The vote on this resolution is advisory only and does not bind the Directors or the Company.

BOARD RECOMMENDATION

The Directors unanimously recommend that shareholders vote in favour of the resolution to adopt the Remuneration Report.

Item 3. Re-election of Christine Christian, AO

Under the provisions in the Company’s Constitution relating to the re-appointment of Directors, Christine Christian AO will retire at the 2020AGM and offer herself for re-election.

Prior to her Board career, Christine was CEO of Dun & Bradstreet Australia and New Zealand from 1997 to 2012, Chairman of Dun & Bradstreet Consumer Credit Services and Executive Director of Dun & Bradstreet India.

Christine is currently a director of Lonsec Fiscal Group, the Victorian Managed Insurance Authority, MaxCap Group and New York based Powerlinx Inc. She is Deputy President and board member of the State Library of Victoria and a member of the La Trobe University Council.

Prior to submitting herself for re-election, Ms Christian acknowledged to the Company that she would have sufficient time to properly fulfil her duties to the Company.

BOARD RECOMMENDATION

The Directors (with Ms Christian abstaining) recommend that shareholders vote in favour of the election of Ms Christian as a Director.

>> Special Business

Item 4. Approval of change of Company name

The Board is recommending that the Company name be changed to reflect the simplification and transformation of the historic flexigroup business – which has grown over the years through organic and inorganic means – into a business which will leverage the Group’s most recognised brand, humm .

The Board believes the leadership position created under the humm brand has provided the appropriate catalyst to reconsider the Group’s name and brand proposition.

The Company has a clear and differentiated proposition: interest-free buying power for everything, everywhere, and for everybody. The unification of our proposition – interest free instalment payments for consumers and SMEs – supports the unification of our product and corporate branding. Under one unified brand the Company can lead a new frontier and push into new and evolving solutions that will drive the way customers live, shop and budget.

By delivering group brand awareness, and aligning all product brands, the Company can create resonance with customers and retailers, delivering multiple benefits to the Company and shareholders, whether through reduction in the costs of sale, or through driving revenue benefits from cross promoting all products to all retailers and customers via a unified app and seller portal. The humm ecosystem is powered by a common credit and insights engine enabling the Company to continually enhance and adapt our platform.

NOTICE OF ANNUAL GENERAL MEETING 2020 // 4

Under the humm Group Limited banner the Company aims to deliver one strong, clear and simple proposition to our customers and partners across Australia, New Zealand and Ireland. A new name will simplify our story to customers, retailers and clarify our significant market position.

BOARD RECOMMENDATION

The Directors unanimously recommend that shareholders vote in favour of the resolution to adopt the new company name of humm Group Limited.

Item 5. Approval of participation in the flexigroup Long Term Incentive Plan

Cancellation of existing Options and grant of FY21 LTI

In 2019, flexigroup implemented the new Transformation Incentive Plan (“ LTIP ”) for the CEO and key executives to support the Company’s growth and transformation which is critical to flexigroup ’s strategy.

Under the LTIP, the CEO (and other eligible executives) was entitled to receive grants of Options to acquire shares in the Company, subject to meeting performance and service conditions.

Options under the LTIP were proposed to be granted to further align the CEO’s variable remuneration with share price growth and shareholders’ interests but did not provide the full benefits of share ownership (such as dividend and voting rights) unless and until the performance hurdles are met and the Options vest and are exercised.

At the 2019 AGM, shareholders approved a three year mega-grant of Options to the CEO and those Options were granted in December 2019 (“ 2019 Options ”).

Due the impact of COVID-19 on market conditions and the Company’s share price, the Board no longer consider the 2019 Options to be an effective reward or retention mechanism for the executive team. Therefore, the Board intends to cancel the 2019 Options (for no consideration to the participants), and the cancellation takes effect whether or not shareholders approve this resolution.

Following a review of the LTIP and current economic landscape, the Board determined that an annual grant of options is a more effective approach, as it gives the Board flexibility to review and set target/s on an annual basis as circumstances change. In addition, setting measures and hurdles linked to a three-year award is extremely challenging in the current environment.

On that basis, for the FY21 grant to the CEO and key senior executives, the Board has determined that the Options will be granted subject to one performance measure based on satisfaction of a Share Price performance hurdle over a two-year performance period. In setting the target, the Board focused on the alignment with shareholders and rewarding executives based on an increase in the share price of flexigroup .

Approval of participation in the flexigroup Long Term Incentive Plan

Shareholders are being asked to approve the proposed grant of 2,000,000 Options under the flexigroup Long Term Incentive Plan (“ LTIP ”) to Ms James.

The Options are to be granted to Ms James to align the incentive with the strategic time horizon under the Company’s growth and transformation strategy. Options are proposed to be granted because they provide immediate share price exposure but do not provide shareholder entitlement (such as dividends and voting rights) until Options vest and are exercised.

The Board believes that the terms of the overall proposed remuneration, including the terms of the participation in the LTIP, are reasonable in ’s circumstances. flexigroup

The Directors recommend that shareholders vote in favour of the resolution in Item 5 on the basis that the overall proposed remuneration for Ms James, which includes Ms James’ participation in the LTIP, the grant of Options to Ms James under the LTIP and the provision of benefits to Ms James on the terms described in these Explanatory Notes:

• is reasonable having regard to the circumstances of the Company;

• is in the best interests of the Company as a whole; and

• is consistent with the Company’s remuneration policy, in particular the Company’s policy of linking remuneration to achievement, and the objective of attracting and retaining highly skilled executives and Directors.

The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) note that equity-based remuneration can be an effective form of remuneration for executives.

The ASX Listing Rules (“ Listing Rules ”) and the Corporations Act set out a number of regulatory requirements which must be satisfied (which are summarised below). However, as Ms James is not a director of the Company, no shareholder approval is required under the ASX Listing Rules in order to grant Options to Ms James. However, shareholder approval is being sought in any event for the proposed grant of Options for transparency and as a matter of good corporate governance.

If approval is not obtained from Shareholders, then the Board will consider whether to proceed with the grant or make the grant on different terms.

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NOTICE OF ANNUAL GENERAL MEETING flexigroup 2020

Key terms of the Options grant

The terms of the Options that will be granted to Ms James (subject to shareholder approval) are set out below.

TERM		DETAIL	DETAIL
Number of Options		Subject to shareholder approval, Ms James will be granted 2,000,000 Options under the Plan in respect of the long term component of Ms James’ remuneration package for FY21. The number of Options has been determined by the Board based on the total Option pool and Ms James’ role in the growth of the Company and return to shareholders. The Options will be subject to meeting the performance hurdle over the performance period.
Terms of Options		Each Option is a right to acquire one share in the Company. Options vest and become exercisable subject to the achievement of the performance hurdle set out below and payment of the $1.38 Exercise Price. Options do not carry any dividend or voting rights. Options are non-transferable (except in limited circumstances or with the consent of the Board). Options will expire 5 years from the grant date (to the extent they have not lapsed or been exercised prior to that date).
Date of Grant		If shareholder approval is obtained, the Options will be granted following the 2020AGM (but in any event within 12 months of the 2020AGM).
Performance hurdle and performance period		Actual Share Price hurdle The Options will be subject to a Share Price performance hurdle (Share Price hurdle) over an approximately 2-year performance period (which ends following the FY22 annual results announcement). The Share Price hurdle will be tested by measuring the Company’s share price at the end of the performance period, based on the 20 trading-day VWAP following the FY22 annual results announcement. The vesting schedule is as follows:
		Share rice at the end of the performance period	% of Options that vest
		< $1.50	Nil
		$1.50 to $2.00	33-50%
		$2.00 to $2.50	50-100%
		> $2.50	100%
		The Board retains discretion to adjust the Share Price hurdle and/or vesting schedule to ensure that Ms James (and any other participant) is neither advantaged nor disadvantaged by matters outside management’s infuence that materially afect achievement of the Share Price hurdle. Early vesting opportunity during FY21 50% of the Options are eligible to vest earlier than the end of the performance period if the share price reaches $2.00 at any time prior to 30 June 2021. The $2.00 share price target is tested using a 20 trading-day VWAP. If the $2.00 share price target is met during FY21, half of the eligible Options (25% of the total Options) will vest immediately upon meeting the target and the remaining half of the eligible Options (25% of the total Options) will vest at the end of the performance period, subject to Ms James’ continued employment. If early vesting occurs, the remaining 50% of the total Options will be tested at the end of the original performance period and vest to the extent that the Share Price hurdle is achieved in accordance with the above vesting schedule.

NOTICE OF ANNUAL GENERAL MEETING 2020 // 6

TERM	DETAIL
Vesting and Exercise of Options	To the extent that Options vest, either at the end of the performance period or earlier in FY21 where the $2.00 share price target is achieved by 30 June 2021, the Options that vest become exercisable. Upon exercise and payment of the exercise price, the relevant number of Shares will be allocated to the Participant, and no further trading restrictions will apply to the Shares (subject to the Company’s Trading Policy). The Board retains discretion to settle Options using new-issue or market purchased shares, or in cash, or by providing the ‘net’ number of Shares (in which case Ms James will receive the number of Shares equal to the value of Shares that would have received upon exercise of Options less the total Exercise Price payable).
Cessation of employment	If Ms James ceases employment with the Company prior to the vesting of Options, the treatment of the Options will depend on the circumstances of cessation. Where Ms James ceases employment prior to the vesting of Options due to resignation or termination for cause, all of her unvested Options will lapse at cessation. Where Ms James ceases employment for any other reason prior to the vesting of Options, a pro-rata number of Options (which refects the portion of the performance period served) will stay “on-foot” post-cessation and will be tested against the performance hurdle at the end of the performance period and may vest at the original vesting date. To the extent the $2.00 share price target is achieved in FY21, 25% of the total Options (which would otherwise be subject only to Ms James’ continued employment) would also stay “on-foot” and would vest at the original vesting date (but would not be subject to the performance hurdle). If Options do not vest at the end of the performance period, they will lapse (no re-testing occurs). After ceasing employment, to the extent any Options subsequently vest, Ms James will have 60 days following vesting to exercise the vested Options. Cessation following the vesting If Ms James ceases employment and holds vested Options, Ms James will have 60 days following cessation, or until the Expiry Date (if earlier), to exercise her Options. Board discretion The Board retains discretion to determine an alternate treatment, including to accelerate vesting of the Options. The accelerated vesting of Options under the LTIP in connection with the cessation of employment will constitute a termination beneft under the Corporations Act. The value of any such beneft cannot be ascertained as at the date of this Notice of Meeting. The value of the beneft will depend on: • the number of Options granted and held by Ms James in accordance with the LTIP; • the number of Options held by Ms James which the Board determines should vest; and • the Company’s share price at the time such Options are exercised, and Shares are acquired. Key matters, events or circumstances which will, or are likely to, afect the calculation of the value of any accelerated vesting of Options include: • the fnancial performance of the Company; • the personal performance of Ms James; • the number of years of Ms James’ service with the Company; • the circumstances in which Ms James leaves the Company; • the proportion of the Performance Period served by Ms James as at the date her employment ceases; and • performance against the vesting conditions as at the date Ms James’ employment ceases.
Change of Control	The Board retains discretion to determine the treatment of unvested Options with respect to a Change of Control. Where the Board does not exercise its discretion, the Plan Rules provide a default treatment for a pro-rata number of the unvested Options to vest and become exercisable based on the proportion of the vesting period that has passed at the time of the event and the extent to which the Performance Conditions have been satisfed at that time.

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NOTICE OF ANNUAL GENERAL MEETING flexigroup 2020

TERM	DETAIL
Malus and Clawback	The Board retains discretion to lapse a number or all of the Options, or request that Ms James repay an amount or transfer a certain number of Shares to the Company in certain circumstances, including: • fraud, dishonesty, or gross misconduct; • bringing the Company into disrepute; • breaching obligations to the Company, including compliance with any Company Clawback Policy and any other applicable Company policy; • failure to perform any other act reasonably and lawfully requested; or • delivering strong Company performance in a manner which is unsustainable or involves unacceptably high risk, and results or is likely to result in a detrimental impact on Company performance.
Disposal Restriction	Ms James may not dispose of, deal in, or grant a security interest over any interest in, an Option without the prior consent of the Board, which may be given subject to such conditions as the Board sees ft in relation to the proposed dealing. Shares allocated upon vesting of Options will not be subject to any further trading restrictions.
Other Matters	No loan will be made byfexigroupin relation to the acquisition of the Options by Ms James under the LTIP. As at the date of this Notice of Meeting, there is no Director who is eligible to participate in the LTIP.

The CEO’s total remuneration package for FY21

Ms James’ total remuneration package for FY21 is set out below:

REMUNERATION ELEMENT	OPPORTUNITY
Fixed Remuneration (inclusive of Base Salary plus Superannuation)	$850,000
Short-Term Incentive (STI)	94% of Fixed Remuneration at maximum (i.e. $796,875)
Long-Term Incentive – FY21 grant	2,000,000 Options at an Exercise Price of $1.38 (for nil consideration) on the terms set out in this Notice.

Further information regarding the CEO’s executive remuneration arrangements is detailed on pages 54 to 63 of the 2020 Annual Report.

Previous awards under the Plan

4,454,104 Options were previously granted to the CEO under the LTIP for nil consideration. As noted above, the Board intends to cancel 2019 Options.

A voting exclusion statement applicable to Item 5 is set out in the Notice of Meeting.

NOTICE OF ANNUAL GENERAL MEETING 2020 // 8

Overview of Corporations Act requirements

Part 2D.2.2 of the Corporations Act provides that a company, its associates and any prescribed superannuation fund in connection with the company are prohibited from giving a person who holds a “managerial or executive office” a benefit in connection with their ceasing to hold an office or position of employment with the company unless shareholders approve the giving of the “benefit” or an exemption applies. “Benefit” is defined broadly in the Corporations Act to include most forms of valuable consideration.

Retirement benefits under the Corporations Act include a range of payments or benefits given in connection with a person ceasing to hold an office or position of employment (and whether or not contractually obliged to be given) including termination payments or other benefits such as an accelerated or automatic vesting of sharebased payments at or due to a person ceasing to hold an office or position of employment.

BOARD RECOMMENDATION

The Directors unanimously recommend that shareholders vote in favour of the proposed grant of 2,000,000 Options under the LTIP to Ms James. flexigroup

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>> Schedule 1: Summary of the LTIP Rules

The LTIP is part of the Company’s remuneration strategy and is designed to align the interests of the Company’s management and shareholders and assist the Company in the attraction, motivation and retention of executives. In particular, the LTIP is designed to provide relevant executives with an incentive for future performance thereby encouraging those executives to remain with the Company and contribute to the future performance of the Company.

Under the LTIP, eligible persons participating in the LTIP may be granted Options on terms and conditions determined by the Board from time to time. An Option is a right to acquire a Share, subject to the satisfaction of applicable vesting and/or exercise conditions.

A grant of Options is subject to both the LTIP Rules and the terms of the specific grant as determined by the Board. The Board is responsible for administering the LTIP in accordance with the LTIP Rules and the terms and conditions of specific grants of Options to participants in the LTIP.

Eligibility and Participation

The Board may determine which persons will be eligible to participate in the LTIP from time to time. Eligible persons may be invited to apply to participate in the LTIP. The Board may in its discretion accept such applications.

Options

A person participating in the LTIP (“ Executive ”) may be granted Options on terms and conditions, including tenure conditions and performance hurdles, determined by the Board. The Board will determine the exercise price payable on exercise of a vested Option. The Board may also determine the exercise period of an Option.

Consideration for Grant

The Board may determine the amount (if any) payable for the grant of an Option from time to time.

Vesting

Following the satisfaction of the performance hurdles applying to an Option, the Option vests on, and becomes exercisable on or after, a date predetermined by the Board (“ Vesting Date ”), provided that the Executive remains employed by the Company as at that date.

Automatic and Accelerated Vesting

Unless the Board determines otherwise, early vesting (prior to the relevant Vesting Date) of a pro-rata number of Options will automatically occur if there is a change of control for the purposes of the LTIP Rules.

The Board may, in its discretion, decide to accelerate the vesting of all or part of the Options held by an Executive in specified circumstances including a takeover bid, scheme of arrangement, the death, total and permanent disablement, or cessation of employment for other reasons (e.g. retirement) of that Executive.

Lapse

An unvested Option will lapse on the earliest of:

• (a) failure to satisfy the vesting conditions prior to the expiry of the exercise period applicable to that Option;

• (b) the expiry of the exercise period applicable to that Option;

• (c) an Executive breaching the prohibition against hedging Options;

• (d) the Executive ceasing to be employed by the Company in accordance with the terms of the grant and the Plan Rules;

• (e) a variation of capital event (such as a capital reorganisation, share split, etc) occurring in relation to the Company and the Board determining that unvested Options should lapse;

• (f) the Company disposing of a material business or asset and the Board determining that unvested Options should lapse;

• (g) a change of control occurring in relation to the Company and the Board determining that unvested Options should lapse; or

• (h) where, in the opinion of the Board, an Executive has obtained, or may obtain, an unfair benefit or has sustained, or may sustain, a loss as a result of an act of any person which constitutes fraud, dishonesty or breach of obligations (including, without limitation, a material misstatement of financial information) and the Board determining that unvested Options should lapse.

Where an Executive ceases to be an Employee of the Group and at that time holds vested Options, all vested Options must be exercised by the earlier of 60 days following cessation or the Option Expiry Date, or within such other period determined by the Board.

Where a Participant holds a vested Option at the date of a change of control, all vested Options must be exercised by the earlier of 60 days from the date of the change of control or the expiry date, or within such other period determined by the Board.

Exercise

Following the vesting date or the automatic or accelerated vesting of an Option, the vested Option may be exercised by the Executive subject to any exercise conditions and the payment of the exercise price (if any), and the Executive will then be allocated or issued Shares according to the number of Shares comprised in each vested Option exercised by the Executive. The Board retains discretion to settle Options using new-issue or market purchased shares, or in cash, or by providing the ‘net’ number of Shares (in which case Ms James will receive the number of Shares equal to the value of Shares that would have received upon exercise of Options less the total Exercise Price payable).

Delivery of Shares on Exercise of Vested Options

The Board has the discretion to have Shares issued or transferred to an Executive or to the Trustee (on behalf of an Executive) on the exercise of vested Options. Any Shares issued under the LTIP will rank equally with those Shares traded on ASX at the time of issue except for any rights attaching to those Shares by reference to a record date prior to the date of issue.

NOTICE OF ANNUAL GENERAL MEETING 2020 // 10

Malus and Clawback

The Board retains discretion to lapse a number or all of the Options, or request that a Participant repay an amount or transfer a certain number of Shares to the Company where, in the opinion of the Board, an Executive has obtained, or may obtain, an unfair benefit as a result of his or her act which constitutes fraud, or dishonest or gross misconduct in relation to the affairs of the Group or any Group Company, brings the Group or any Group Company into disrepute, is in breach of his or her obligations to the Group or any Group Company, including compliance with any Company Clawback Policy and any other applicable Company policy, constitutes a failure to perform any other act reasonably and lawfully requested of the Executive or has the effect of delivering strong Company performance in a manner which is unsustainable or involves unacceptably high risk, and results or is likely to result in a detrimental impact on Company performance following the end of a period.

Adjustment

In the event of any capital reorganisation by the Company (including any bonus issues and rights issues) or a change of control, an Executive’s Options and the Shares allocated to the Executive on exercise of the Executive’s Options, will be adjusted as set out in the LTIP Rules and otherwise in accordance with the Listing Rules. In general, it is intended that the Executive will not receive any advantage or disadvantage from such adjustment.

Restrictions on Transfer of Options

An Executive may not dispose of, deal in, or grant a security interest over any interest in, an Option without the prior consent of the Board, which may be given subject to such conditions as the Board sees fit in relation to the proposed dealing. The transfer or transmission of an Option is permitted where it is effected by force of law, on death of an Executive to the Executive’s legal representative.

Administration of the LTIP

Any power or discretion of the Board conferred under the LTIP Rules may be delegated by the Board to a committee consisting of the Company’s officers and/or employees, a related body corporate and/ or a third party for such periods, and on such conditions, as the Board sees fit.

The Board may at any time, by written instrument, amend all or any of the provisions of the LTIP Rules including with retrospective effect. Any amendment to the LTIP Rules must not materially reduce the rights of any participant as those rights existed before the date of the amendment (with limited exceptions).

The Board may suspend or terminate the LTIP at any time. The suspension or termination of the LTIP must not prejudice the existing rights (if any) of Executives. The Board may also amend the LTIP Rules, provided that subject to specified exceptions, there is no reduction of the rights of Executives in respect of Shares allocated or Options granted under the LTIP prior to the date of such amendment.

11 // NOTICE OF ANNUAL GENERAL MEETING 2020