BAPCOR LIMITED — Capital/Financing Update 2014

Apr 23, 2014

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PRE-QUOTATION DISCLOSURE

The following information is required to be provided to ASX Limited for release to the market in connection with the official quotation and deferred settlement trading of the fully paid ordinary shares in Burson Group Limited ( BAP ).

Capitalised terms which have not been otherwise defined in this document have the meaning given to them in the replacement prospectus lodged by BAP with the Australian Securities and Investments Commission on 7 April 2013 (“ Prospectus ”).

1 Basis of allocation and procedures for determining allocations

The basis of allocation and the procedures by which Applicants may determine their precise allocation of shares are described in the attached advertisement – see Attachment 1. This advertisement has been published in this morning’s edition of the Australian Financial Review, The Australian, The Sydney Morning Herald and The Melbourne Age.

As stated in the attached advertisement, Applicants can confirm their allocation of Shares, or make general enquiries regarding the Offer by contacting the Burson Offer Information Line on 1300 706 137 (toll free within Australia) or +61 3 9946 4427 (outside Australia) from 9.00am to 5.00pm (AEST) Monday to Friday.

2 The number of shares issued under the Offer

The number of Shares allocated under each part of the Retail Offer, Employee Offer and the Institutional Offer is:

Broker Firm Offer	31,184,393
Employee Offer	255,553
Institutional Offer	89,607,304
Total Shares issued under the	121,047,250
Offer

3 Performance rights issued

There were approximately $1,060,500 worth of performance rights issued, with a nil exercise price under the Plan.

4 New Banking Facilities

The conditions precedent under the New Banking Facilities have been satisfied or waived.

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5 Intended dispatch date

The intended date for the dispatch of CHESS allotment notices and issuer sponsored holding statements and any refund of money is Thursday, 24 April 2013.

6 Escrow

Please refer to Attachment 2 for details of the number of Shares subject to voluntary escrow and the escrow period applied to those Shares.

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ATTACHMENT 1 – ADVERTISEMENT OF BASIS OF ALLOCATIONS

IMPORTANT NOTICE TO ALL APPLICANTS UNDER THE BURSON GROUP LIMITED (BURSON) INITIAL PUBLIC OFFERING OF ORDINARY SHARES (OFFER)[1]

The Burson initial public offering of ordinary shares (Shares) to Broker clients (Broker Firm Offer) closed at 5.00pm (AEST) on Thursday, 17 April 2014.

OFFER DETAILS

121.0 million Shares have been offered at $1.82 each ( Offer Price ). The final Offer size was $220.3 million, and Burson’s indicative market capitalisation is approximately $297.7 million.[2] 89.2 million Shares were allotted under the Institutional Offer and 31.9 million Shares were allotted under the Broker Firm Offer and Employee Offer.

There was no general public offer of Shares under the Offer.

ALLOCATION POLICY

• Broker Firm Offer – For Broker Firm Applicants it is a matter for Brokers as to how they allocate firm stock amongst their clients. Applicants under the Broker Firm Offer may confirm their allocations by phoning their Broker. Applications received after the close of the Broker Firm Offer, or that were accompanied by cheques that were subsequently dishonoured, have not been allocated any Shares. The amount of any unfulfilled Application Monies will be refunded to Applicants (without interest).

• Employee Offer - Allocations under the Employee Offer will be at the absolute discretion of Burson. Employee Offer Applicants who are Successful Applicants will receive a guaranteed allocation of $1,000 or $500 worth of Shares, depending on the amount applied for.

• Institutional Offer – The Joint Lead Managers, in consultation with Burson, had absolute discretion regarding the basis of allocation of Shares among Institutional Investors. Participants in the Institutional Offer have been advised of their allocation of Shares, if any, by the Joint Lead Managers.

DEFERRED SETTLEMENT TRADING

Shares are expected to commence trading on ASX today, Thursday, 24 April 2014 at 12:00PM (AEST), initially on a deferred settlement basis, under the ASX code of “BAP”.

Deferred settlement trading is expected to continue up until dispatch of CHESS allotment notices and issuer sponsored holding statements, expected to occur Monday, 28 April 2014. Trading on a normal settlement basis is expected to commence on Tuesday, 29 April 2014.

All applicants are responsible for determining and confirming the number of Shares allocated to them prior to selling any Shares. Applicants who sell Shares before receiving their initial holding statement do so at their own risk.

MORE INFORMATION

Applicants will be able to call the Burson Offer Information Line on 1300 706 137 (within Australia) or +61 3 9946 4427 (outside Australia) from 9.00am to 5.00pm AEST, Monday to Friday (Business Days only) to confirm their allocations.

1 Unless otherwise defined, capitalised terms in this notice have the same meaning given to them in the replacement Prospectus dated 7 April 2014.

2 Based on the Offer Price and the total number of Shares on issue on Completion of the Offer. Shares may not trade at the Offer Price post Listing.

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ATTACHMENT 2 – ESCROWED SECURITIES

The following is a breakdown of the number of Shares subject to voluntary escrow and the escrow period applied to those Shares. For details of the terms of the voluntary escrow arrangements, please refer to Section 7.6 of the Prospectus.

Parties whose securities	Number of securities
are subject to voluntary	subject to voluntary	Escrow period
escrow	escrow
Quadrant Private Equity No.		The period commencing on the
3C Pty Limited as trustee for Quadrant Private Equity No.	6,507,586	date of Listing and continuing until the date on which the
3C		Company’s full year results for
		the period ending 30 June 2015
Quadrant Private Equity No.		are released to ASX.
3D Pty Limited as trustee for Quadrant Private Equity No.	11,687,624	Notwithstanding any condition to the contrary in this deed, during
3D		the Escrow Period the Holder
		may Dispose (in one or more
		transactions) of up to 25% of the
		Voluntary Escrow Shares at least
		10 Business Days after both of
		the following conditions have
		been satisfied:
QPE No. 3GP Pty Limited as General Partner of the General Partner of Quadrant	14,342,720	(a) the half year results of the Company for the period ending 31 December 2014 have
Private Equity No. 3, LP		been released to ASX; and
		(b) the Company VWAP on
		each trading day comprising the
		Company VWAP Period is at
		least 20% higher than the Offer
		Price.
		From date of Listing until the
		earlier of:
		(a) The date on which the
		Company’s full year results for
		the period ended 30 June 2015
		are released to the ASX; and
Ryasar Pty Ltd	1,194,526	(b) The date that is 10 Business Days after the date on
		which the Holder or its Manager
		Affiliate, ceases to be an
		employee of the Company or its
		subsidiary if his employment is
		terminated:
		(i) due to his death; or

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Parties whose securities	Number of securities
are subject to voluntary	subject to voluntary	Escrow period
escrow	escrow
		(ii) by the Company or its
		subsidiary (as applicable) due to
		the serious disability or
		permanent incapacity of the
		Holder (as determined by the
		Board acting reasonably).
		From date of Listing until the
		earlier of:
		(a) The date on which the
		Company’s full year results for
		the period ended 30 June 2015
		are released to the ASX; and
		(b) The date that is 10
		Business Days after the date on
		which the Holder ceases to be an
Craig Anthony Magill	647,229	employee of the Company or its
		subsidiary if his employment is
		terminated:
		(i) due to his death; or
		(ii) by the Company or its
		subsidiary (as applicable) due to
		the serious disability or
		permanent incapacity of the
		Holder (as determined by the
		Board acting reasonably).
		From date of Listing until the
		earlier of:
		(a) The date on which the
		Company’s full year results for
		the period ended 30 June 2015
		are released to the ASX; and
		(b) The date that is 10
		Business Days after the date on
		which the Holder ceases to be an
Gregory Lennox Fox	388,097	employee of the Company or its
		subsidiary if his employment is
		terminated:
		(i) due to his death; or
		(ii) by the Company or its
		subsidiary (as applicable) due to
		the serious disability or
		permanent incapacity of the
		Holder (as determined by the
		Board acting reasonably).

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Parties whose securities	Number of securities
are subject to voluntary	subject to voluntary	Escrow period
escrow	escrow
		From date of Listing until the
		earlier of:
		(a) The date on which the
		Company’s full year results for
		the period ended 30 June 2015
		are released to the ASX; and
		(b) The date that is 10
		Business Days after the date on
		which the Holder ceases to be an
Darryl Gregor Abotomey	365,000	employee of the Company or its
		subsidiary if his employment is
		terminated:
		(i) due to his death; or
		(ii) by the Company or its
		subsidiary (as applicable) due to
		the serious disability or
		permanent incapacity of the
		Holder (as determined by the
		Board acting reasonably).
		From date of Listing until the
		earlier of:
		(a) The date on which the
		Company’s full year results for
		the period ended 30 June 2015
		are released to the ASX; and
		(b) The date that is 10
		Business Days after the date on
		which the Holder or its Manager
The Greg Fox Superannuation Fund	268,096	Affiliate, ceases to be an employee of the Company or its
		subsidiary if his employment is
		terminated:
		(i) due to his death; or
		(ii) by the Company or its
		subsidiary (as applicable) due to
		the serious disability or
		permanent incapacity of the
		Holder (as determined by the
		Board acting reasonably).