Jeremy Raper and Collins St are together a major shareholder of Humm and are fully aligned with the interests of all other shareholders in seeking to generate increased shareholder value.

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The proposed Board has a strategy to restore value for all shareholders.

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If elected, the new directors will conduct an immediate strategic review and, subject to the outcome, intend to enact:   

If elected, the new directors will conduct an immediate strategic review and, subject to the outcomes of the review, presently intend to enact:   

1. a fully-franked special dividend of at least $15 million;

2. a 10% share buy-back over the next 12 months;

3. a clarified dividend policy that establishes a payout ratio of at least 75% of underlying cash earnings – a level that returns the bulk of business earnings back to shareholders and implies a mid-teens dividend yield on current prices; 

4. a restructuring or exit from the loss-making Canadian operations;

5. ongoing board renewal via the appointment of a further 1-2 independent directors;

6. a full and complete review of the actions and decisions of the previous Board over the past 12 months; and

7. engage former long-term non-executive director Rajeev Dhawan as a strategic Board consultant. His deep experience with Humm will be of invaluable assistance to our turnaround plan. 

Your Vote is Critical to achieve:

• stronger governance

• a truly INDEPENDENT Board

• better capital management

• a clear path to maximising shareholder value

Jeremy Raper and Collins St recommend shareholders vote FOR All Resolutions to enact the urgent change required to restore shareholder value.

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Jeremy Raper and Collins St strongly believe Board renewal is urgently required to drive the Company’s future success.

If elected, the new directors will conduct an immediate strategic review and, subject to the outcomes of the review, presently intend to enact:   

1. a fully-franked special dividend of at least $15million;

2. a 10% share buy-back over the next 12 months;

3. a clarified dividend policy that establishes a payout ratio of at least 75% of underlying cash earnings – a level that returns the bulk of business earnings back to shareholders and implies a mid-teens dividend yield on current prices; 

4. a restructuring or exit from the loss-making Canadian operations;

5. ongoing board renewal via the appointment of a further 1-2 independent directors;

6. a full and complete review of the actions and decisions of the previous Board over the past 12 months; and

7. engage former long-term non-executive director Rajeev Dhawan as a strategic Board consultant. His deep experience with Humm will be of invaluable assistance to our turnaround plan. 

On what basis have these resolutions been requested?

Jeremy Raper and Collins St, like other shareholders, are totally frustrated by the value destruction and misalignment of the current Board.

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Jeremy Raper and Collins St are leading the call for board renewal to stop the destruction of shareholder value and implement a plan to drive value creation for all shareholders. 

Any shareholder or group of shareholders holding more than 5% of the Company’s issued capital is entitled to requisition a general meeting to have resolutions considered by ALL shareholders.

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This Meeting has been called because the current Board’s record—led by Mr Abercrombie—has been an utter disaster for shareholders. Since he became Chair in August 2015, Humm’s share price has fallen by approximately 80%, leaving investors materially worse off and confidence in the Company’s governance badly eroded.

Jeremy Raper owns 5.8% of Humm’s share capital, and his interests are highly aligned with all shareholders, unlike the incumbent Humm Board.

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Jeremy manages a single-family office, Raper Capital, having worked in a variety of buy- and sell-side roles for over twenty years. He has deep experience investing in and engaging with small-cap management teams, and has conducted numerous successful engagement campaigns (across multiple jurisdictions) over the last decade. Jeremy is the third-largest shareholder in the company. Jeremy graduated cum laude in History from Harvard University.

Jeremy is a savvy investor and capital allocator who has generated significant long-term outperformance through driving improved capital allocation and shareholder-first investment and management decisions, at his portfolio companies. He specialises in addressing and resolving governance conflicts and misallocation of incentives in order to enhance shareholder value. He brings a wealth of multi-jurisdictional experience, having previously invested in and engendered better governance and capital allocation, at multiple controlled- and quasi-controlled companies (eg. Hunter Douglas N.V.; Golden Energy and Resources Ltd; FAR Limited; and Evolve Education Limited).

Unlike the incumbent Board, Jeremy possesses no conflicts vis-à-vis the broader shareholder base, and is not beholden to the whims of the existing Chairman. Should he be elected to the board, he will bring a fresh start, fresh energy, and a shareholder-first perspective to all issues of management, governance, capital allocation, and operations.

Collins St Asset Management is a boutique Australian long-only, value-driven fund manager that has delivered exceptional outcomes for wholesale investors through its flagship Collins St Value Fund, which has returned 13.9% net p.a. since inception. The Fund has consistently demonstrated its investment excellence by ranking #1 in the Mercer Insights survey over five years (as at December 2023), being named the top-performing Australian equity fund by Mercer for 2020 with a 43.6% return (beating 130 other strategies), and ranking #1 out of 108 funds in Morningstar's Large-Cap Australian Equities Value category for FY2020, the only fund in its category to deliver a positive net return that year. The Fund's high-conviction, benchmark-unaware approach typically holds around 12 concentrated positions representing the team's best deep-value opportunities.

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Collins St owns 3.5% of Humm’s share capital, and its interests are highly aligned with all shareholders, unlike the incumbent Humm Board.

Jeremy Raper and Collins St are not interested in taking control.

They are leading the call for board renewal and proposing an alternative to the current ineffective board to enable the company to live up to its potential for the benefit of delivering sustainable value to ALL shareholders. If successful, the new board will comprise a majority of truly independent directors, including the Board Chairman.

Garry Sladden is independent of Jeremy Raper and Collins St. If elected, Mr Sladden will seek to be appointed to serve as Chairman.

Jeremy Raper and Collins St seek no benefits or advantages for themselves, or the companies they represent, as shareholders. Jeremy Raper and Collins St are simply leading the call and want to see an alternative that enables the company to live up to its potential for the benefit of ALL shareholders.

This Meeting has been called because the current Board’s record—led by Mr Abercrombie—has been an utter disaster for shareholders. Since he became Chair in August 2015, Humm’s share price has fallen by approximately 80%, leaving investors materially worse off and confidence in the Company’s governance badly eroded.

The Board needs to be renewed because the current Board’s poor governance record.  Most recently, the Independent Board Committee (IBC) comprising three independent directors appointed by Mr Abercrombie actively engaged with Mr Abercrombie for more than three months on a takeover offer that never materialised while Mr Abercrombie’s offer seriously undervalued Humm. The IBC should have immediately rejected the Abercrombie proposal, then tested the market for superior proposals and/or returned excess cash to shareholders. 

Instead, they entertained a lowball offer only for the benefit of the largest shareholder. Unfortunately, members of the IBC demonstrated a lack of independence, underscoring the need for new independent directors.

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Further, the incumbent Board, given that it engaged with the Chairman on a 58¢ low-ball offer and extended protracted due diligence, without undertaking a wider market check on alternatives, is not well positioned to engage with Credit Corp on shareholders’ behalf.

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This Meeting has been called because the current Board’s record—led by Mr Abercrombie—has been an utter disaster for shareholders. Since he became Chair in August 2015, Humm’s share price has fallen by approximately 80%, leaving investors materially worse off and confidence in the Company’s governance badly eroded.

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Your Vote is Critical to achieve:

• stronger governance

• a truly INDEPENDENT Board

• better capital management

• a clear path to maximising shareholder value

The most significant share price decline occurred during his time as chairman, while his influence as a major shareholder while serving as a director undermined shareholder value, even when others preceded him as board chair, such as during the Latitude deal. He has also overseen a revolving door of chief executives and Directors. It is hard for the Board Chairman to maintain investor sentiment when undermining the proposed sale of the consumer division, insisting on an extended due diligence on a low-ball takeover attempt and refusing to sign off on the financial accounts.  

This Meeting has been called because the current Board’s record—led by Mr Abercrombie—has been an utter disaster for shareholders. Since he became Chair in August 2015, Humm’s share price has fallen by approximately 80%, leaving investors materially worse off and confidence in the Company’s governance badly eroded.

The current Board has amply demonstrated it is a captive board (to the Chairman) and is uninterested in optimizing the capital structure for the benefit of all shareholders. This became clear in and around the low-ball bid offered by the Chairman; and also after the emergence of a far superior competing proposal, from Credit Corp, offering a 33% premium to the Chairman’s bid but without any engagement from our Board, at all, until the filing of our intent to remove directors.

In sum, there is simply no appetite, or ability, within the current Board to run a capital allocation policy for the benefit of ALL the shareholders.

This Meeting has been called because the current Board’s record—led by Mr Abercrombie—has been an utter disaster for shareholders. Since he became Chair in August 2015, Humm’s share price has fallen by approximately 80%, leaving investors materially worse off and confidence in the Company’s governance badly eroded.

Your Vote is Critical to achieve:

• stronger governance

• a truly INDEPENDENT Board

• better capital management

• a clear path to maximising shareholder value

We intend to appoint a further 1-2 independent directors in the aftermath of a successful vote for our agenda. The Company’s board remains small, and there is scope to add further creativity and insight, through 1-2 highly qualified, independent members to bulk out the skillset of the prospective new Board. This process will be thoughtful, unhurried, and – crucially – pursued in concert with discussions from other major shareholders, who deserve input into these decisions after so many years in the wilderness.

This Meeting has been called because the current Board’s record—led by Mr Abercrombie—has been an utter disaster for shareholders. Since he became Chair in August 2015, Humm’s share price has fallen by approximately 80%, leaving investors materially worse off and confidence in the Company’s governance badly eroded.

We are asking for your vote to REMOVE Andrew Abercrombie, Robert Hines, and Andrew Darbyshire from the Board; and in their place to APPOINT Garry Sladden and Jeremy Raper.

Mr Abercrombie, the current Chair, has presided over a decade of abysmal stock price performance, and in recent times has either missed opportunities to create value for shareholders (via the Latitude Group merger in 2022); or, more recently, has actively tried to acquire the entire company at a significant undervaluation. This long track record demonstrates, at the very least, a profound distance between Mr Abercrombie and the rest of the register, such that he should no longer serve on the Company's Board.

The other incumbent Directors are members of the Independent Board Committee. All members were appointed under Mr Abercrombie’s leadership. The Committee permitted Mr Abercrombie to carry out due diligence despite his alarmingly low initial offer, and it unjustifiably extended the due diligence period by over three months. As a result, the Committee members have failed to constrain Mr Abercrombie, let alone publicly speak out against poor governance practices. Instead, they seem to be part of a 'captured board' and, having lost shareholder confidence, should now be removed and replaced.

Mr Abercrombie's continued presence on the Board ensures a governance discount will remain baked into the stock price, whereby your investment is unlikely to ever be rerated to values accorded to other comparable ASX-listed businesses. 

Hence, solving both underlying problems - the incumbent Board's poor performance and misalignment with shareholders’ interests; and the chronic governance overhang - necessitates a Board overhaul at this Meeting.

YES. As of June'25, Humm had $125m in unrestricted free cash, and even fully netting all corporate debt ($60m at June '25), had adjusted net cash of $65m. This level of cash could easily support both fully paying out the franking credits on the balance sheet - $15m - and a 10% buyback - about $38m, at current stock prices - whilst still leaving the Company in a net cash position.

Furthermore, your Company continues to generate strong free cash flows in its underlying business, which underpins our clarified, enhanced dividend policy. Notably, Humm generated $42mm in underlying cash flow last fiscal year - despite a number of one-off expenses - and despite fully repaying the Perpetual Notes during the year ($54mm), still ended FY25 with over $125mm in unrestricted cash.

Finally, the core lending businesses remain well provisioned for credit losses, with provision coverage sitting at 2.6% Net Loss/ANR versus realized losses in the last fiscal year of just 1.7%.

In summary, Humm remains substantially overcapitalized and our normal, prudent capital allocation plan is long overdue.

YES. The new Directors possess all the necessary skills and experience to steward your Company (please see 'Director Bios' for more detail).

Garry Sladden and Jeremy Raper bring decades of public market, capital management, and value maximization skills. Notably, Garry has been a company director at Australian listed companies for many decades (both in Executive and Non-Executive roles). And Jeremy has two decades of capital markets experience, and a proven record in helping small-capitalization management team maximize value, through better capital allocation, and/or strategic initiatives, across multiple jurisdictions. 

Most importantly, the new Directors will be ALIGNED with shareholders in a way that the incumbent Directors have demonstrated themselves not to be.

Credit Corp’s offer is exploratory and non-binding, and therefore not able to be accepted. In any case, we believe the plan outlined in our Notice of Meeting would create near-term value for shareholders far in excess of 77c per share.

Notwithstanding this, we remain committed to exploring all avenues to maximize shareholder value in the near- and medium-term, and thus would engage with Credit Corp (and any other third-party) in good faith – as beholden under our fiduciary duty to shareholders – to ascertain if a transaction in the best interests of all shareholders could be consummated.