HUB24 : 2023 AGM Notice of Meeting

HUB24 Limited

Annual General Meeting 1.00pm (Sydney, Australia time) 16 November 2023

TABLE OF CONTENTS

Location of the Annual General Meeting	2
Notice of Annual General Meeting	3
Items of Business	4
Explanatory Memorandum	11
Glossary	23

This document is important and requires your immediate attention.

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

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting of the shareholders of HUB24 Limited will be held as a hybrid meeting on Thursday, 16 November 2023 commencing at 1.00pm at the First Fleet Gallery & Warrane Theatre, Museum of Sydney, corner Bridge Street and Phillip Street, Sydney NSW (Sydney, Australia time).

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HUB24 LIMITED

ACN 124 891 685

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

Tel: [phone] Fax: [phone]

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting (Meeting) of the Shareholders of HUB24 Limited ACN 124 891 685 (Company) will be held as a hybrid meeting at the First Fleet Gallery & Warrane Theatre, Museum of Sydney, corner of Bridge Street and Phillip Street, Sydney NSW on Thursday, 16 November 2023 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/HUB23. To participate online, Shareholders 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 23.

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 at the Meeting;
• appointing a proxy; and
• submission of questions to the Company's share registry in advance of the Meeting or at the Meeting.

The Company strongly encourages 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.auin accordance with the timeframes prescribed by the ASX Listing Rules.

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Accessing Notice of Annual General Meeting materials

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/shareholder-centre/agm-materials/

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 Meeting. 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 2023.
   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 2023 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 on page 6.

3. RESOLUTION 2: RE-ELECTIONOF DIRECTOR - ANTHONY (TONY) McDONALD

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

"THAT Anthony McDonald, 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 a Director of the Company."

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The Board (excluding Anthony McDonald, 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.

1. RESOLUTION 3: ELECTION OF DIRECTOR - RACHEL GRIMES AM
   To consider and, if thought fit, pass the following resolution as an ordinary resolution:
   "THAT Rachel Grimes AM, an independent non-executive Director of the Company, who was appointed to the office of Director by the Board to fill a casual vacancy and who retires from the office of Director in accordance with rule 64.2 of the Constitution and ASX Listing Rule 14.4, being eligible and offering herself for election, be elected as a Director of the Company."
   The Board (excluding Rachel Grimes AM, who abstains from making a recommendation due to her personal interest in this Resolution) recommends that Shareholders vote in favour of this Resolution.
   There are no voting exclusions in relation to this Resolution.
2. RESOLUTION 4: APPROVAL OF HUB24 SHARE OPTION 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 existing HUB24 Share Option Plan on the terms detailed in the Explanatory Memorandum, and the Company be authorised to continue to issue securities under the HUB24 Share Option Plan."

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

A voting exclusion statement applies to this Resolution which is set out on page 6.

1. RESOLUTION 5: 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 31,708 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 on page 6.
2. RESOLUTION 6: INCREASING THE MAXIMUM AGGREGATE REMUNERATION PAYABLE TO NON-EXECUTIVE DIRECTORS OF THE COMPANY
   To consider and, if thought fit, pass the following resolution as an ordinary resolution:
   "THAT for the purposes of rule 68.1 of the Constitution, ASX Listing Rule 10.17 and all other purposes, the maximum aggregate remuneration payable to the non-executive Directors of the Company in any financial year be increased by $400,000, from $900,000 to $1,300,000".

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