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Humm Group Deemed Non-Compliant on Panel Undertaking

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Takeovers Panel found financial services firm failed to disclose key information regarding director appointments, though no further immediate action is planned.

Humm Group Limited, a prominent ASX-listed financial services company specialising in consumer finance and payments solutions, has been found by the Takeovers Panel to have not complied with aspects of an undertaking provided on 26 February 2026. The undertaking, accepted by the Panel in response to concerns regarding insider participation and management of conflicts of interest, required Humm to establish an independent board committee, appoint its CEO, Mr Demasi, to the board, and commence a process to select an additional independent non-executive director (INED) in consultation with an approved recruitment consultant.

The Panel deemed Humm’s failure to inform it of crucial information prior to executing the undertaking as “serious and concerning.” Specifically, Humm did not disclose that its board had already decided on 18 February 2026 to engage Campbell Howe as a recruitment consultant for the INED search. Furthermore, Mr Abercrombie, whose involvement was a focus of the Panel’s concerns regarding insider participation, was part of the board decision approving this engagement. The Panel also noted Humm should have sought its confirmation on the chosen consultant, given the ongoing issues.

Despite Humm’s non-compliance, particularly concerning the recruitment consultant, the Panel has decided not to take further action at this time, having refused the independent board committee’s request to withdraw the relevant undertaking item. This decision follows Humm’s subsequent appointment of Ms Abigail Cheadle and Ms Teresa Dyson to its board on 10 April 2026, and their individual confirmations of independence from Mr Abercrombie and other directors. Separately, Humm also failed to adequately disclose that its CEO, Mr Demasi, had not yet consented to join the board when the undertaking was provided, with his appointment occurring later on 12 March 2026.

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