Class : Scheme Implementation Deed-Amendment (Scheme Consideration)

For personal use only

14 December 2021

Class and HUB24 announce amendment of Scheme Implementation Deed

to simplify Scheme Consideration

• HUB24 and Class have simplified the Scheme Consideration under the proposed Scheme by amending the Scheme Implementation Deed.
• HUB24 has increased the Cash Consideration from $0.10 per Class Share to $0.125 per Class Share. However, Class will not be entitled to declare any dividend, including any interim dividend.
• HUB24 Shares issued as the Scrip Consideration will now include the right to receive the interim dividend paid HUB24 in respect of 1H22 (if any) provided that the Scheme is implemented prior to the ex-dividend date for the HUB24 interim dividend.

Class Limited (ASX:CL1) (Class) refers to its market release on 18 October 2021, in which it announced that Class had entered into a Scheme Implementation Deed with HUB24 Limited (ASX:HUB) (HUB24) under which HUB24 agreed to acquire all of the issued shares in Class by way of a recommended court-approved Scheme of Arrangement (Scheme). Terms not otherwise defined have the meaning given in the Scheme Implementation Deed released to the ASX in connection with the Scheme (Scheme Implementation Deed).

Class is pleased to announce that it has agreed amendments to the Scheme Implementation Deed with HUB24 to simplify the Scheme Consideration structure under which:

• the Cash Consideration is increased from $0.10 to $0.125 per Class share;
• HUB24 shares received as part of the Scrip Consideration will now include an entitlement to any HUB24 interim dividend and associated franking credit for 1H221 (HUB24 Dividend) provided the Scheme is implemented before the date on which HUB24 shares begin to trade ex-dividend; and
• Class will not declare or pay any dividend, including any ordinary interim dividend of up to 2.5 cents per share in respect of FY22.

As a result of this change to the Scheme Consideration structure, Class Shareholders will receive the full cash value of the previously permitted interim dividend of up to 2.5 cents per share in respect of FY22 as part of the Cash Consideration.

For the avoidance of doubt, Class shareholders will receive Scrip Consideration comprising 1 HUB24 share for every 11 Class ordinary shares held on the record date in addition to the increased Cash Consideration and HUB24 Dividend (if any).

The Class Board unanimously recommends that all Class shareholders vote in favour of the Scheme, in the absence of any superior proposal and subject to an Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Class shareholders. Each Class Director intends to vote all the Class shares that they hold or control at the time of the meeting in favour of the Scheme subject to the same qualification.

Amended Scheme Implementation Deed

A copy of the amended and restated Scheme Implementation Deed which reflects the revised Scheme Consideration structure is attached to this announcement. Electronic copies can also be downloaded for review on Class' website (www.class.com.au) and can be accessed on ASX's website (www.asx.com.au).

Timetable and next steps

Class shareholders do not need to take any action in relation to the Scheme at this stage. A Scheme Booklet containing information in relation to the transaction, reasons for the Class Board's voting

1 The potential value in franking credits attached to any HUB24 interim dividend will depend on individual circumstances of each HUB24 shareholder.

For personal use only

recommendation, an Independent Expert's Report and meeting details for the Scheme is expected to be made available on or around 15 December 2021.

This announcement has been authorised by the Class Board.

ENDS

For further information please contact:

Zoe Wise

Investor Relations Assistant investor@class.com.au

For personal use only

HUB24 Limited

Class Limited

Amendment and Restatement Deed

Scheme Implementation Deed

Deutsche Bank Place

Corner Hunter and Phillip Streets

Sydney NSW 2000 Australia

• +61 2 9230 4000 F +61 2 9230 5333 www.allens.com.au

© Allens Australia 2021

Allens is an independent partnership operating in alliance with Linklaters LLP.

Amendment and Restatement Deed

Contents

MTES 517560945v4 121045228

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page (i)

For personal use only

Amendment and Restatement Deed

This Deed is made on 13 December 2021

Parties

• HUB24 Limited (ACN 124 891 685) of Level 2, 7 Macquarie Place Sydney NSW 2000 (Bidder).
  2 Class Limited (ACN 116 802 058) of Level 20, 580 George St Sydney NSW 2000 (Class).

Recitals

• The Bidder and Class are parties to a Scheme Implementation Deed dated 18 October 2021 (Scheme Implementation Deed).

• Clause 17.1 of the Scheme Implementation Deed provides that the Scheme Implementation Deed may only be amended by another deed executed by or on behalf of each of the parties.

• The parties have agreed to amend and restate the terms of the Scheme Implementation Deed on the terms and in the manner set out in this deed.

It is agreed as follows.

• Definitions and interpretation

1. Definitions
   Words defined in the Scheme Implementation Deed and not in this deed have the same meaning in this deed as in the Scheme Implementation Deed unless expressly amended by this deed or the context requires otherwise.
2. Interpretation
   Clause 1.2 of the Scheme Implementation Deed apply as if incorporated in this deed but as if references to 'this deed' in the Scheme Implementation Deed are to this deed.

• Amendment
  With effect on and from the date of this deed, the Scheme Implementation Deed is amended and restated as set out in the Schedule and is to be read as a single integrated document incorporating the amendment effected by this deed.

• Remaining provisions unaffected
  Except as specifically amended by this deed, the provisions of the Scheme Implementation Deed remain in full force and effect.

• Amendments to not affect validity, rights and obligations
  The parties acknowledge that:
• 1. this deed is intended only to vary the Scheme Implementation Deed and not to terminate, discharge, rescind or replace it;
  2. the amendments to the Scheme Implementation Deed do not affect the validity or enforceability of the Scheme Implementation Deed; and
  3. nothing in this deed:
  4. 1. prejudices or adversely affects any right, power, authority, discretion or remedy which arose under or in connection with the Scheme Implementation Deed before the date of this deed; or