HUB24 : Notice of Annual General Meeting

HUB24 LIMITED

ACN 124 891 685

Registered Office: Level 2, 7 Macquarie Place, Sydney, New South Wales, Australia 2000.

Tel: 1300 854 994 Fax: 1300 781 689

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2022 Annual General Meeting (Meeting) of the Shareholders of HUB24 Limited ACN 124 891 685 (Company) will be held as a hybrid meeting at the Banjo Paterson Room, Marriott Hotel at Circular Quay, 30 Pitt Street, Sydney, NSW on Wednesday, 16 November 2022 commencing at 1.00pm (Sydney, Australia time).

Shareholders will be able to attend this year's Meeting in person at the address above and will be able to participate in the Meeting online by accessing the following websitehttps://meetings.linkgroup.com/HUB22. To participate you will need a desktop

or mobile/tablet device with internet access.

Terms used but not defined in this document have the meaning given to them in the Glossary on page 19.

Shareholders who are unable to attend the Meeting may wish to appoint a proxy by completing and returning the Proxy Form enclosed with this Notice. The Company encourages Shareholders to appoint the Chairman of the Meeting as their proxy.

Shareholders and proxyholders will have the ability to ask questions during the Meeting in person or via the online platform, and to hear all of the discussion, subject to connectivity of their device. Shareholder / proxyholder participation (as relevant) in the Meeting is possible by:

• Voting in person at the Meeting;
• online voting;
• appointment of a proxy; and
• submission of questions to the Company's share registry in advance of the Meeting or at the Meeting.

We strongly encourage the use of the question form enclosed with this Notice to submit questions in advance of the Meeting.

This Notice is an important document and should be read in its entirety. The explanatory memorandum attached to this Notice (Explanatory Memorandum) provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form enclosed with this Notice are part of this Notice.

Copies of the presentations given at the Meeting and the results of the Meeting will be announced to the ASX and placed on the Company's website at https://www.hub24.com.au in accordance with the timeframes prescribed by the ASX Listing Rules.

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Accessing Notice of Annual General Meeting materials

In accordance with recent amendments made to the Corporations Act 2001 (Cth) (Corporations Act) through the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) that commenced on 14 August 2021, this Notice of Annual General Meeting is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://www.hub24.com.au.

BUSINESS TO BE CONSIDERED AT THE ANNUAL GENERAL MEETING

The business to be considered at the Meeting is set out below. The Explanatory Memorandum and Proxy Form which accompany and form part of this Notice describe in more detail the matters to be considered at the AGM. Please consider this Notice, the Explanatory Memorandum and the Proxy Form in their entirety.

Items of Business

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the Company's Financial Report, Directors' Report and the Auditor's Report for the Company and its controlled entities for the year ended 30 June 2022.
   Note: There is no requirement for Shareholders to approve these reports or vote on this item of business.
2. RESOLUTION 1: REMUNERATION REPORT
   To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT the Remuneration Report of the Company for the year ended 30 June 2022 be adopted."

Notwithstanding that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of this Resolution.

Please note:

• in accordance with section 250R(3) of the Corporations Act the vote on this Resolution is advisory only and does not bind the Company or its Directors; and
• the Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

A voting exclusion statement applies to this Resolution which is set out below.

3. RESOLUTION 2: RE-ELECTIONOF DIRECTOR - BRUCE HIGGINS

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT Bruce Higgins, an independent non-executive director of the Company who retires from the office of Director by rotation in accordance with rule 65.1 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as

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a Director of the Company."

The Board (excluding Bruce Higgins, who abstains from making a recommendation due to his personal interest in this Resolution) recommends that Shareholders vote in favour of this Resolution.

There are no voting exclusions in relation to this Resolution.

4. RESOLUTION 3: APPROVAL OF HUB24 PERFORMANCE RIGHTS PLAN

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT for the purposes of Exception 13 of ASX Listing Rule 7.2, and for all other purposes, approval be given for the HUB24 Performance Rights Plan, as amended and on the terms detailed in the Explanatory Memorandum, and the Company be authorised to continue to issue securities under the HUB24 Performance Rights Plan."

The Board recommends that Shareholders vote in favour of this Resolution.

A voting exclusion statement applies to this Resolution which is set out below.

5. RESOLUTION 4: APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO ANDREW ALCOCK

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue by the Company of 53,163 Performance Rights to Andrew Alcock under the HUB24 Performance Rights Plan on the terms set out in the Explanatory Memorandum, be approved."

The Board (excluding Andrew Alcock, who abstains from making a recommendation due to his personal interest in this Resolution) recommends that Shareholders vote in favour of this Resolution.

A voting exclusion statement applies to this Resolution which is set out below.

Voting Exclusions

Voting exclusion statement - Resolution 1 (Remuneration Report):

The Company will disregard any votes cast on Resolution 1:

• in any capacity by or on behalf of a member of the Company's key management personnel (KMP), details of whose remuneration are included in the Company's Remuneration Report for the year ended 30 June 2022, or by any closely related parties of a KMP (such as certain family members, dependents and companies they control) regardless of the capacity in which the vote is cast; or
• as a proxy, by a person who is a member of the KMP of the Company at the date of the Meeting, or by any of their closely related parties, unless the vote is cast as a proxy for a person entitled to vote on Resolution 1 (i) in accordance with a direction in the Proxy Form, or (ii) by the Chairman of the Meeting pursuant to an express authorisation in the Proxy Form to vote an undirected proxy.

Voting exclusion statement - Resolution 3 (Approval of Performance Rights Plan):

The Company will disregard any votes cast on Resolution 3 by:

• or on behalf of a person who is eligible to participate in the Performance Rights Plan or any of their respective associates and
• a KMP or a closely related party or associate of a KMP.

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