AMA GROUP LIMITED — Share Issue/Capital Change 2019

Dec 17, 2019

==> picture [255 x 81] intentionally omitted <==

18 December 2019

AMA Group Ltd (the Company) (ASX: AMA) Appendix 3B – Issue of Performance Rights

The attached Appendix 3B relates to the grant of Performance Rights to Senior Executives of the AMA Group (including the CEO) in accordance with the Company’s Performance Rights Program under its Employee Equity Plan. The issue to the CEO was approved by shareholders at the Annual General Meeting held on 20 November 2019.

The Performance Rights relate to the FY20 grant as well as one-off grants, in relation to the Company’s historical obligations to certain Senior Executives.

The grant of Performance Rights to Senior Executives aims to align the interests of the Senior Executives with the interests of shareholders in the growth and development of the business.

==> picture [61 x 30] intentionally omitted <==

Fiona van Wyk Company Secretary

Phone: (07) 5628 3272 Email: info@amagroupltd.com

ABN 50 113 883 560

AMA GROUP LTD 130 Bundall Road, Bundall QLD 4217

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

AMA GROUP LIMITED (ASX: AMA)

ABN

50 113 883 560

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

Performance Rights issued in accordance with the Company’s Employee Equity Plan

• 2 Number of[+] securities issued or to be issued (if 5,837,743 known) or maximum number which may be issued

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if[+] convertible securities, the conversion price and dates for conversion)

The Performance Rights have been issued to Senior Executives including the Chief Executive Officer of the Company ( Participants ) in accordance with Performance Rights Program under the rules of the Company’s Employee Equity Plan

No cash consideration is payable on the issue of the Performance Rights or on exercise. The Performance Period is 1 July 2019 to 30 June 2022 Each Performance Right entitles the Participant, subject to meeting the vesting conditions, to receive, upon vesting and exercise, one AMA Share. Vesting Conditions Summarised: In addition to meeting the Service Condition, Rights will vest according to the following Performance Conditions: Total Shareholder Return Performance Condition: 20% of the Performance Rights will vest subject to the Total Shareholder Return (TSR) performance of the Company compared with the TSR performance of each of the entities in the ‘Comparator Group’ referred to below. Vesting of the Performance Rights will be determined at the end of the Performance Period. TSR measures the growth in the price of shares (modified to account for capital adjustments where appropriate) together with the value of the dividends over the Performance Period, assuming that all those dividends are re-invested into new shares. For the Performance Rights to vest, the Company’s TSR must be equal to or greater than the median TSR performance of the Comparator Group. The Comparator Group consists of: - AP Eagers Limited (ASX: APE) - ARB Corporation Limited (ASX: ARB) - Bapcorp Limited (ASX: BAP) - GUD Holdings Limited (ASX: AUD) - Super Retail Group Limited (ASX: SUL) And any other entity that the Board shall deem appropriate from time to time.

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

The proportion of the Performance Rights that vest, if any, will be determined as follows:

TSR Ranking	% of Performance Rights that vest
Less than 50th percentile	Nil
Equal to 50th percentile (ie median) (minimum performance condition for the TSR tranche)	50%
Greater than 50thand up to75thpercentile	Straight Line pro- rata vesting from 50% to 100%

Earnings Per Share (EPS) Compound Annual Growth Rate (CAGR) Performance Condition:

80% of Performance Rights will vest subject to EPS/ CAGR over the Performance Period. The proportion of Rights that vest, if any, will be determined as follows:

proportion of Rights that determined as follows:	vest, if any, will be
EPS CAGR	% of EPS tranche Performance Rights to vest
Less than 10%	Nil
10%	50%
Greater than 10% and up to 20%	Straight Line pro- rata vesting from 50% to 100%

Vesting is also subject to the Participant’s continuous employment with AMA from the date the Performance Rights are granted until the Testing Date (Service Condition).

The Performance Rights are subject to forfeiture, including in circumstances which include:

• committing an act of fraud; or

• found to have acted in a manner that the Board considers to be gross misconduct

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class No, the Performance Rights are unquoted of quoted[+] securities? securities and do not rank equally with the AMA Shares. The Performance Rights do not If the additional securities do not rank equally, confer a right to vote, receive dividends or any please state: other rights of a shareholder. • the date from which they do Following the vesting and exercise of the • the extent to which they participate for the Performance Rights in accordance with the Company’s Employee Equity Plan, the AMA next dividend, (in the case of a trust, shares will rank equally with the existing AMA distribution) or interest payment shares

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration No cash consideration is payable on the grant or exercise of the Performance Rights

6 Purpose of the issue (If issued as consideration for the acquisition of The Performance Rights are granted in assets, clearly identify those assets) accordance with the Company’s Employee Equity Plan, aimed at aligning the interest of the Participants with the interest of shareholders

• 6 Is the entity an[+] eligible entity that has obtained a security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

• 6 The date the security holder resolution under b rule 7.1A was passed

No N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	N/A
	N/A
	N/A
	NA
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable)		NA	NA
		Number		+Class
		731,851,723		Ordinary Shares (AMA)
		Number	+Class
		Amount	Exercise Price		Expiration Date	ASX Code
		2,000,000	$1.20		25 April 2021	TBA
		2,079,002	Performance Shares (Code TBA) Escrowed to 30/09/21 &/or performance conditions satisfied. No votingrights.Dividendsrights.
		5,100,428	Performance shares (AMAAA) – Escrowed to 30 June 2018 &/or performance conditions satisfied. No voting rights. No dividend rights.
		5,837,743	Performance Rights issued in accordance with thePerformance Rights Program under the rules of the Company’s Employee Equity Plan

10 Dividend policy (in the case of a trust, Unchanged distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

- Bonus issue or pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on+security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

30 How do[+] security holders sell their NA entitlements in full through a broker? 31 How do[+] security holders sell part of their NA entitlements through a broker and accept for the balance?

32 How do[+] security holders dispose of NA their entitlements (except by sale through a broker)?

33 +Despatch date

NA

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a) Securities described in Part 1

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	NA
	NA
	NA
	NA
	Number
		+Class
	NA

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company Secretary Print name: Fiona van Wyk

Date: 18 December 2019

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 379] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary N/A
securities on issue 12 months before date
of issue or agreement to issue
Add the following: N/A
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary N/A
securities cancelled during that 12 month
period
“A” N/A
----- End of picture text -----

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] N/A

Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or N/A agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” N/A

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	N/A
Note: number must be same as shown in
Step 2
Subtract“C”	N/A
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” N/A Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 N/A Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of equity securities issued or N/A agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” N/A

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	N/A
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	N/A Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 15

01/08/2012