Class : Scheme Booklet registered with ASIC

For personal use only

Scheme Booklet registered with ASIC

Class Limited (ASX:CL1) (Class) is pleased to provide the following update in relation to the proposed acquisition of all of the issued shares in Class by HUB24 Limited (ASX:HUB) (HUB24) by way of a recommended court-approved Scheme of Arrangement (Scheme). Further to the announcement yesterday in relation to the Scheme, Class has now registered the explanatory statement providing information about the Scheme and the Notice of Meeting (Scheme Booklet) with the Australian Securities and Investment Commission.

Scheme Booklet/Independent Expert's Report

A copy of the Scheme Booklet, which includes the Independent Expert's Report and a Notice of Scheme Meeting, is attached to this announcement. A copy of the voting / proxy form that will be sent to Class shareholders and the Scheme Meeting Online Guide is also attached.

The Scheme Booklet provides Class shareholders with information about the Scheme. Class shareholders are advised to read the Scheme Booklet in its entirety before making a decision on whether or not to vote in favour of the Scheme.

The Scheme Booklet includes a copy of the Independent Expert's Report prepared by Leadenhall Corporate Advisory Pty Ltd (Independent Expert). The Independent Expert has concluded that the Scheme is in the best interests of Class shareholders, in the absence of a superior proposal. The Independent Expert has assessed the full underlying value of Class shares at between $2.25 to $2.57 per Class share. The Independent Expert has assessed the implied value of the Scheme consideration to be in the range of $2.85 to $3.03 per Class share, which falls above the top end of the Independent Expert's assessed valuation range of Class shares.1 The Independent Expert's conclusions should be read in context with the full Independent Expert's Report and the Scheme Booklet.

Directors' recommendation

The Class Board continues to unanimously recommend that Class shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Class shareholders. Each Class Director intends to vote (or procure the voting of) Class shares held or controlled by him or her at the time of the Scheme Meeting in favour of the Scheme resolution, subject to the same qualification.

Accessing the Scheme Booklet

The Scheme Booklet is also available for viewing and downloading at https://investors.class.com.au/Investors/

In addition, Class shareholders who have previously elected to receive communications electronically will receive an email to their nominated email address that will contain instructions about how to view or download a copy of the Scheme Booklet. Class shareholder who have previously elected to receive documents from Class in hard copy will receive a printed copy of the Scheme Booklet and their personalised voting/proxy form (sent by post to their registered address). Class shareholders who have not made any such elections will receive a letter (sent by post to their registered address) containing details of where they can view and download the Scheme Booklet. The above documents will be sent to applicable Class shareholders during the course of next week.

Class shareholders who wish to receive a printed copy of the Scheme Booklet may request one by calling the Class Shareholder Information Line on 1300 306 413 (within Australia) or +61 1300 306 413 (outside Australia), Monday to Friday (excluding public holidays) between 9.00am and 5.00pm (Sydney time).

For personal use only

Scheme

Booklet

for a scheme of arrangement in relation to the proposed acquisition of Class Limited by HUB24 Limited

VOTE IN FAVOUR

Your Class Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert

continuing to conclude that the Scheme is in the best interests of Class Shareholders.

The Independent Expert has concluded that the Scheme is fair and reasonable and hence in the best interests of Class Shareholders, in the

absence of a Superior Proposal.

As a result of the potential health risks associated with large gatherings, and the ongoing COVID-19 pandemic, the Scheme Meeting is scheduled to be held online only at 10:00am (Sydney time) on 31 January 2022. There will be no physical

Scheme Meeting.

Full details of how to participate in the online Scheme Meeting are set out in this Scheme Booklet. Class strongly encourages Class Shareholders to consider lodging a direct vote or appointing a proxy in the event they are not able to participate in the online Scheme Meeting.

This Scheme Booklet is important and requires your prompt attention. You should read it in its entirety, and consider its contents carefully, before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should consult with a financial, legal, taxation or other professional adviser.

If you have any questions in relation to this Scheme Booklet or the Scheme, please contact the Class Shareholder Information Line on 1300 306 413 (within Australia) or +61 1300 306 413 (outside Australia), Monday to Friday (excluding public holidays) between 9.00am and 5.00pm (Sydney time).

Important notices

Nature of this Scheme Booklet

onlyThis Scheme Booklet provides Class Shareholders with information about the proposed acquisition of Class Limited (ACN 116 802 058) (Class) by HUB24 Limited (ACN 124 891 685) (HUB24) by way of a scheme of arrangement between Class and the Class Shareholders.

You should review all of the information in this Scheme Booklet carefully. Section 1.2 sets out the reasons why useyou should vote in favour of the Scheme and Section 1.3

sets out the reasons why you may wish to vote against the Scheme.

This Scheme Booklet is not a disclosure document required by Chapter 6D or Part 7.9 of the Corporations Act.

This Scheme Booklet is prepared for persons shown personalon the Class Share Register as holding Class Shares.

If you have recently sold all of your Class Shares, please disregard this Scheme Booklet.

Defined terms

A number of defined terms are used in this Scheme Booklet. These terms are explained in Section 11. Some of the documents reproduced in the annexures to this Scheme Booklet have their own defined terms, which are sometimes different to those set out in Section 11.

No investment advice

The information contained in this Scheme Booklet does not constitute financial product or investment advice and has been prepared without reference to your own investment objectives, financial situation, taxation

Forposition or particular needs. It is important that you read this Scheme Booklet in its entirety before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. If you are in any doubt in relation to these matters, you should consult with a financial, legal, taxation or other professional adviser. Neither Class nor HUB24 are licensed to provide financial product advice. No cooling-off period applies to the acquisition of HUB24 Shares to be issued as part of the Scheme Consideration under the Scheme.

Not an offer

This Scheme Booklet does not constitute or contain an offer to Class Shareholders, or a solicitation of an offer from Class Shareholders, in any jurisdiction.

Section 708(17) of the Corporations Act provides that an offer of securities does not require disclosure to investors if it is made under a compromise or arrangement under Part 5.1 of the Corporations Act and approved at a meeting held as a result of an order under section 411(1) or (1A) of the Corporations Act.

Foreign jurisdictions (New Zealand)

This Scheme Booklet is not a New Zealand product disclosure statement or other disclosure document and has not been registered, filed with or approved by any New Zealand governmental agency under or in accordance with the Financial Markets Conduct Act 2013 (or any other relevant New Zealand law).

In offering HUB24 Shares under the Scheme in New Zealand, HUB24 is relying on an exemption contained in the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 and accordingly, this Scheme Booklet may not contain all the information that a product disclosure statement or other disclosure document is required to contain under New Zealand law. New Zealand investors should seek their own advice and satisfy themselves as to the Australian and New Zealand tax implications of participating in the Scheme.

Foreign jurisdictions (Rest of World)

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Scheme Booklet has been prepared in accordance with Australian law and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations outside of Australia.