BAPCOR LIMITED — Capital/Financing Update 2016

Sep 27, 2016

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Bapcor Limited (ASX: BAP)

ASX/Media Release

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Wednesday 28 September 2016

Bapcor Limited Announces Successful Completion of A$165 million Institutional Share Placement

Bapcor Limited (“Bapcor”) has successfully completed an Institutional Placement (“Placement”) of approximately 28.2 million ordinary shares at A$5.85 per share, to raise A$165 million. The Placement was undertaken to partially fund the proposed acquisition of 100% of the shares in Hellaby Holdings Limited (“Hellaby”).

Darryl Abotomey, Managing Director and CEO of Bapcor, said, “The placement was oversubscribed and very well supported by our existing institutional shareholders, with strong demand also coming from new institutional shareholders. We look forward to completing the Share Purchase Plan component of the offer, which opens on Monday 3 October 2016”.

“The potential acquisition of Hellaby represents a unique and exciting opportunity. We are very pleased to see such strong support from our shareholders, which is an endorsement of our strategic direction and decision to enter the New Zealand market” .

Settlement of the Placement is scheduled to occur on Friday, 30 September 2016, with the placement shares being allotted and quoted on the Australian Securities Exchange (“ASX”) on Monday, 3 October 2016.

Share Purchase Plan (“SPP”)

As previously announced, Bapcor will offer an SPP at the lower of A$5.85, being the same price as the Placement, or the VWAP of Bapcor’s ordinary shares (“Shares”) as traded on the ASX over the five trading days ending on (and including) the closing date for the SPP offer, to raise approximately A$20 million. Bapcor will offer eligible shareholders with registered addresses in Australia or New Zealand as at 7.00pm Sydney time on 26 September 2016 (the Record Date) an opportunity to participate in the SPP

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allowing them to acquire up to A$15,000 in new Bapcor Shares. The SPP is not underwritten and may be subject to a scale-back at the discretion of Bapcor’s directors should total applications exceed A$20 million. Details of the SPP will be sent to shareholders in the near future.

Contact Information

For further information, contact:

Darryl Abotomey

Gregory Fox

Managing Director and CEO Chief Financial Officer and Company Secretary

+61 419 838 059 +61 417 562 891

+61 3 9914 5547 +61 3 9914 5547

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IMPORTANT NOTICES

This announcement is not financial product or investment advice, a recommendation to acquire new Shares or accounting, legal or tax advice. It does not constitute an invitation or offer to apply for Shares. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek legal and taxation advice appropriate for their jurisdiction. Bapcor is not licensed to provide financial product advice in respect of an investment in shares.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to persons acting for the account or benefit of persons in the United States. The new Shares have been, or will be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new Shares may not be offered or sold to persons in the United States or to persons who are acting for the account or benefit of persons in the United States, unless they have been registered under the Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

Neither this announcement nor any other documents relating to the offer of new Shares may be sent or distributed to persons in the United States.

Neither the underwriter nor any of its, or Bapcor’s, advisors or their respective related bodies corporate or affiliates, or the directors, officers, partners, employees, agents or associates of any of those persons (“Parties”) have authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this announcement, make or purport to make any statement in this announcement and there is no statement in this announcement which is based on any statement by any of them. The Parties, to the maximum extent permitted by law, expressly disclaim all liabilities, including without limitation any liability arising from fault or negligence on the part of any person, in respect of, make no representations or warranties (express or implied) as to the currency, accuracy, reliability or completeness of the information in this announcement, and with regard to the underwriter and its advisors, related bodies corporate and affiliates, and the directors, officers, partners, employees, agents and associates of any of them, expressly disclaim all liability in respect of and take no responsibility for, any part of this announcement or the Placement or SPP and make no recommendation as to whether any person should participate in the Placement or SPP. No Party guarantees the repayment of capital or any particular rate of income or capital return on an investment in Bapcor’s shares.

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this announcement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this announcement.

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