For personal use only

7 February 2022

VESTING OF PERFORMANCE RIGHTS AND DEFERRED RIGHTS AND EXPIRY OF OPTIONS

Class Limited (Class or the Company) refers to its announcement today that the scheme of arrangement under which HUB24 Limited (HUB24) is to acquire 100% of the issued capital in Class (Scheme) is now legally effective as of today (the Effective Date).

1. Performance Rights

As contemplated by the Scheme Booklet, 1,701,385 performance rights granted pursuant to the Performance Rights and Deferred Rights Plan (Incentive Plan) have converted into ordinary shares in Class and vested on the Effective Date.

Of those 1,701,385 ordinary shares, 566,667 will be cash-settled (so that the recipient will receive a cash payment in lieu of the ordinary share in Class), 67,147 will be transferred to the recipient from existing Class treasury shares, and the remaining 1,067,571 are to be issued as per the attached Appendix 2A.

Key management personnel included in this issuance are stated below:

Name of KMP

Number of Class ordinary shares issued

Andrew John Russell

459,982

2. Deferred Rights

As contemplated by the Scheme Booklet, 278,116 deferred share rights granted pursuant to the Incentive Plan have converted into ordinary shares in Class and vested on the Effective Date.

Of those 278,116 ordinary shares, all are to be issued as per the attached Appendix 2A. Key management personnel included in this issuance are stated below:

Name of KMP

Number of Class ordinary shares issued

Andrew John Russell

81,614

3. Options

The following unlisted options will expire at the end of today:

Number of unlisted options

Exercise price

Cancellation/Expiry

844,663

$3.99

7 February 2022 (end of day)

Refer to Section 10.3 of the Scheme Booklet dated 15 December 2021 for further information. This announcement has been authorised by the Class Board.

ENDS

Enquiries

For further information please contact:

Jasmin Chew

Company Secretary

Email investor@class.com.au

For personal use only

This appendix is available as an online form

Only use this form if the online version is not available

+Rule 2.8, 3.10.3A to 3.10.3D

Appendix 2A

Application for quotation of +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 seeking quotation of 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

Question

Answer

no

1.1

*Name of entity

Class Limited

We (the entity here named) apply for

+quotation of the following +securities and

agree to the matters set out in

Appendix 2A of the ASX Listing Rules.1

1.2

*Registration type and number

ACN 116 802 058

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).

1.3

*ASX issuer code

CL1

1.4

*This announcement is

☒ A new announcement

Tick whichever is applicable.

☐ An update/amendment to a previous

announcement

☐ A cancellation of a previous

announcement

1.4a

*Reason for update

N/A

Answer this question if your response to Q 1.4 is an

update/amendment to previous announcement.

1.4b

*Date of previous announcement to this

N/A

update

Answer this question if your response to Q 1.4 is an

update/amendment to previous announcement.

1.4c

*Reason for cancellation

N/A

Answer this question if your response to Q 1.4 is

"A

cancellation of a previous announcement"

1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity's capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-saleof securities and other financial products and consult your legal adviser.

+ See chapter 19 for defined terms

Page 1

5 June 2021

For personal use only

This appendix is available as an online form

Appendix 2A

Application for quotation of +securities

1.4d

*Date of previous announcement to this

N/A

cancellation

Answer this question if your response to Q 1.4 is "A

cancellation of a previous announcement"

1.5

*Date of this announcement

7 February 2022

Part 2 - Type of issue

Question

Question

Answer

No.

2.1

*The +securities to be quoted are:

☒ +Securities issued as part of a

Select whichever item is applicable.

transaction or transactions previously

If you wish to apply for quotation of different types of

announced to the market in an

issues of securities, please complete a separate

Appendix 3B

Appendix 2A for each type of issue.

☐ +Securities issued under a +dividend or

distribution plan

☐ +Securities issued, transferred or re-

classified as a result of options being

exercised or other +convertible

securities being converted

☐ Unquoted partly paid +securities that

have been fully paid up and are now to

become quoted fully paid +securities

Note: there is no need to apply for quotation of

the fully paid securities if the partly paid securities

were already quoted

☐ +Restricted securities where the escrow

period has expired or is about to expire

☐ +Securities previously issued under an

+employee incentive scheme where the

restrictions on transfer have ceased or

are about to cease

☒ +Securities issued under an +employee

incentive scheme that are not subject to

a restriction on transfer or that are to be

quoted notwithstanding there is a

restriction on transfer

☐ Other [please specify]

If you have selected 'other' please explain the

circumstances of the issue here:

2.1a

*Have the +securities to be quoted been

Yes

issued yet?

2.1a.1

*What was their date of issue?

7 February 2022

Answer this question if your response to Q2.1a is

"Yes".

2.1a.2

*What is their proposed date of issue?

N/A

Answer this question if your response to Q2.1a is "No".

2.2a.1

*Date of Appendix 3B notifying the market

4 November 2019

of the proposed issue of +securities for

which quotation is now being sought

23 October 2019

Answer this question if your response to Q2.1 is

"Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B"

+ See chapter 19 for defined terms

Page 2

5 June 2021

This appendix is available as an online form

Appendix 2A

Application for quotation of +securities

2.2a.2

*Are there any further issues of +securities

No

yet to take place to complete the

transaction(s) referred to in the

only

Appendix 3B?

Answer this question if your response to Q2.1 is

"Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B".

2.2a.2.1

*Please provide details of the further issues

N/A

of +securities yet to take place to complete

the transaction(s) referred to in the

Appendix 3B

Answer this question if your response to Q2.1 is

"Securities issued as part of a transaction or

use

transactions previously announced to the market in an

Appendix 3B" and your response to Q2.2a.2 is "Yes".

Please provide details of the proposed dates and

number of securities for the further issues. This may

be the case, for example, if the Appendix 3B related to

an accelerated pro rata offer with an institutional

component being quoted on one date and a retail

component being quoted on a later date.

2.2b.1

Date of Appendix 3A.1 lodged with ASX in

N/A

relation to the underlying +dividend or

personal

distribution

Answer this question if your response to Q2.1 is

"Securities issued under a dividend or distribution

plan".

2.2c.1

Please state the number and type of

N/A

options that were exercised or other

+convertible securities that were converted

(including their ASX security code)

Answer this question if your response to Q2.1 is

"Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted".

2.2c.2

And the date the options were exercised or

N/A

other +convertible securities were

converted

Answer this question if your response to Q2.1 is

"Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted".

Note: If this occurred over a range of dates, enter the

For

first date and last date of the period in which the

options were exercised or convertible securities were

converted.

2.2c.3

Is this all of the options or other

N/A

+convertible securities on issue of that type

(ie have all of those options now been

exercised or have all of those convertible

securities now been converted)?

Answer this question if your response to Q2.1 is

"Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted".

2.2c.4

The right of the holder of the options or

N/A

other +convertible securities to receive the

+underlying securities is being satisfied by:

Answer this question if your response to Q2.1 is

"Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted".

+ See chapter 19 for defined terms

Page 3

5 June 2021

This appendix is available as an online form

Appendix 2A

Application for quotation of +securities

2.2c.5

The underlying securities being received by

N/A

the holder are:

Answer this question if your response to Q2.1 is

only

"Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted".

2.2c.6

Were the options being exercised or other

N/A

+convertible securities being converted

issued under an +employee incentive

scheme?

Answer this question if your response to Q2.1 is

"Securities issued, transferred or re-classified as a result

of options being exercised or other convertible securities

being converted".

use

2.2c.7

*Are any of the options being exercised or

N/A

other +convertible securities being

converted held by +key management

personnel (KMP) or an +associate?

Answer this question if your response to Q2.1 is

"Securities issued, transferred or re-classified as a result

of options being exercised or other convertible securities

being converted" and your response to Q2.2c.6 is "Yes".

personal

2.2c.7.a

*Provide details of the KMP or +associates who are exercising options or converting

convertible securities.

Answer this question if your response to Q2.1 is "Securities issued, transferred or re-classified as a result of

options being exercised or other convertible securities being converted", your response to Q2.2c.6 is "Yes" and

your response to Q2.2c.7 is "Yes". Repeat the detail in the table below for each KMP involved. If the options or

other convertible securities are held by the KMP, repeat the name of the KMP or insert "Same" in "Name of

registered holder". If the options or other convertible securities are held by 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 options

[200 characters]

[200 characters]

being exercised or

other +convertible

securities being

converted

[16 characters]

N/A

N/A

N/A

2.2d.1

Please state the number and type of

N/A

unquoted partly paid +securities (including

their ASX security code) that have been

fully paid up and that are now to become

For

quoted on ASX

Answer this question if your response to Q2.1 is "Partly

paid securities that have been fully paid up and are

now to become quoted fully paid securities".

2.2d.2

And the date the +securities were fully paid

N/A

up

Answer this question if your response to Q2.1 is "Partly

paid securities that have been fully paid up and are

now to become quoted fully paid securities".

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

2.2d.3

Is this all of the partly paid +securities on

N/A

issue of that type (ie have all of those partly

paid securities now been fully paid up)?

Answer this question if your response to Q2.1 is

"Unquoted partly paid securities that have been fully

paid up and are now to become quoted fully paid

securities".

+ See chapter 19 for defined terms

Page 4

5 June 2021

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Class Limited published this content on 07 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 February 2022 00:27:05 UTC.