BAPCOR LIMITED — Capital/Financing Update 2020

Apr 23, 2020

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Bapcor Limited

(ASX: BAP)

ASX Release

24[th] April 2020

Bapcor Limited Share Purchase Plan

The Share Purchase Plan (" SPP ") announced by Bapcor Limited (ASX:BAP) (“ Bapcor ” or the “ Company ”) on 16 April 2020 is now open for applications from eligible shareholders.

The SPP follows Bapcor's successfully completed $180m placement to institutional investors at a price of A$4.40 per share (“ Placement Price ”).

As part of the SPP, eligible shareholders are invited to apply for up to A$30,000 of new fully paid ordinary shares (" New Shares ") without incurring brokerage or transaction costs.

Shareholders are eligible to participate in the SPP if, as at 7pm (AEDT) on Wednesday 15 April 2020, they had a registered address in Australia or New Zealand on Bapcor's register (" Eligible Shareholders ").

The issue price of New Shares under the SPP will be the lesser of:

• the Placement Price;

• a 2% discount to the 5 day volume weighted average price of Bapcor shares up to the SPP closing date; and

• a 2% discount to the volume weighted average price of Bapcor shares on the SPP closing date.

New Shares issued under the SPP will rank equally with existing Bapcor shares from their date of issue.

The SPP is capped at $30 million in aggregate. Bapcor reserves the right to increase the size of the SPP or scale back applications under the SPP at its absolute discretion.

The SPP is subject to the terms and conditions set out in the SPP booklet, which is being sent to Eligible Shareholders today. A copy of the SPP booklet is attached. Eligible Shareholders are encouraged to read the SPP booklet carefully, and if are in any doubt about whether to participate in the SPP offer, to consult with a financial or other professional adviser.

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ACTIVE 256301679

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

The indicative timetable for the SPP is set out below:

Event	Date
SPP record date	7:00pm (AEDT) on Wednesday, 15 April 2020
SPP offer opens and SPP offer booklet is dispatched	Friday, 24 April 2020
SPP closing date	5:00pm (AEDT) on Friday, 15 May 2020
Announcement of results of SPP	Wednesday, 20 May 2020
SPP Allotment Date	Friday, 22 May 2020
SPP issue date, dispatch of holding statements and normal tradingof New Shares issued under the SPP	Monday, 25 May 2020

The above timetable is indicative only and subject to change. Bapcor reserves the right to alter the dates at its full discretion and without prior notice, subject to the ASX Listing Rules and the Corporations Act. All times above are Sydney, Australia time.

If you are an Eligible Shareholder and would like further information please contact Bapcor's SPP Information Line on 1300 381 553 (toll free within Australia) or +61 3 9415 4134 (from outside Australia), from 8.30am to 5.00pm (Melbourne time), Monday to Friday.

Additional Information

Further details about the Placement and SPP are set out in the Investor Presentation released to the ASX on Thursday, 16 April 2020. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the offers.

Ends

This announcement was authorised by Darryl Abotomey, Managing Director and CEO.

For further information, please 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 5555 +61 3 9914 5555

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ACTIVE 256301679

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICE

Not for Distribution or Release in the United States

This announcement may not be distributed or released 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. The New Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, to any person in the United States or any person that is acting for the account or benefit of a person in the United States.

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ACTIVE 256301679

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Bapcor Limited Share Purchase Plan Offer Booklet

Bapcor Limited (ABN 80 153 199 912)

SPP Offer closes at 5.00pm (Melbourne time) on 15 May 2020.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Bapcor Limited – Share Purchase Plan Offer Booklet

Index

Key Dates		1
Important Notices		2
Chairman’s Letter		3
Summary of SPP Offer		4
How to Apply		5
Frequently Asked Questions		6 – 8
SPP Terms and Conditions	9 – 17
Glossary	17	– 18
Corporate Directory		19

Key Dates

Event	Date (and time if relevant)
Record Date	7.00pm(Melbourne time)on 15 April 2020
Opening Date and dispatch of this SPP Booklet	24 April 2020
Closing Date	5.00pm (Melbourne time) on 15 May 2020
SPP results announcement	20 May 2020
Issue Date	25 May2020
SPP holding statements dispatched to shareholders	25 May2020
SPP Shares commence trading on ASX	25 May 2020

Note: This timetable is indicative only and subject to change. The commencement of trading and quotation of SPP Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, Bapcor reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice.

KCCM 509533636v5 120930710

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Bapcor Limited – Share Purchase Plan Offer Booklet

Important Notices

This SPP Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. The information in this SPP Booklet is not investment advice or a recommendation to acquire SPP Shares and has been prepared without taking into account your investment objectives, financial circumstances or particular needs as an investor (including financial and taxation considerations). It is recommended that you read the entire SPP Booklet and seek professional investment advice from your financial adviser or other professional adviser before deciding whether to apply for SPP Shares.

The SPP is a part of the capital raising announced by Bapcor on 16 April 2020, which also includes a placement of ordinary shares to institutional investors to raise up to $180 million. Please refer to the Investor Presentation and ASX Announcement released by Bapcor on 16 April 2020 for further details regarding the capital raising.

A cooling-off regime does not apply in relation to the acquisition of SPP Shares. You cannot withdraw your Application once it has been submitted.

By submitting your Application, you are accepting the risk that the market price of Shares may change between the date you submit your Application and the Issue Date. This means it is possible that, between the time you make your Application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the Issue Price.

Bapcor will not issue SPP Shares to an applicant if those SPP Shares, either alone or in conjunction with the issue of SPP Shares under other Applications received by Bapcor, would contravene any law or the ASX Listing Rules.

Eligible Shareholders should be aware that an investment in Bapcor involves risks. The key risks identified by Bapcor are set out in the "Risk factors" in Appendix A to the Investor Presentation that was released on 16 April 2020. This can be obtained from the ASX’s website (www.asx.com.au) or at www.bapcor.com.au.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This SPP Booklet does not constitute an offer of securities in any place outside Australia or New Zealand. In particular, this SPP Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any other jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the " U.S. Securities Act "), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares to be offered under the SPP may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

NEW ZEALAND RESTRICTIONS

The SPP Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Bapcor with registered addresses in New Zealand to whom the offer of the SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

This SPP Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This SPP Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

KCCM 509533636v5 120930710

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Bapcor Limited – Share Purchase Plan Offer Booklet

Chairman's Letter

24 April 2020

Dear Shareholder

Bapcor Share Purchase Plan

On behalf of the Board of Bapcor Limited (“ Bapcor ”), I am pleased to offer you the opportunity to participate in the Bapcor Share Purchase Plan (“ SPP ”). The SPP provides each Eligible Shareholder with an opportunity to apply for up to A$30,000 worth of fully paid ordinary shares in Bapcor (“ Shares ”). Participation is optional.

The SPP is a part of the capital raising announced by Bapcor on 16 April 2020, which also includes a placement of ordinary shares to institutional investors to raise approximately $180 million (" Placement ").

Shares issued under the SPP (" SPP Shares ") will be issued at the same price, or lower, than Shares issued under the Placement (as set out on the table on the following page). There are no brokerage or transaction costs of participating. Bapcor is targeting to raise approximately A$30 million under the SPP. At our absolute discretion, we may issue more or less SPP Shares than that target amount. If we receive applications for more SPP Shares than we decide to issue, Applications may need to be scaled back.

The proceeds of the SPP will be used to reduce Bapcor’s net debt position.

To be eligible to participate in the SPP, you must have been a registered holder of Shares at the Record Date (being 7.00pm (Melbourne time) on 15 April 2020) and shown on the Register to have an address in Australia or New Zealand (" Eligible Shareholder ").

Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including Custodians and nominees) who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

Details of the SPP Offer, including how to apply, are on pages 4 and 5. The fastest and easiest way to apply and pay is by BPAY[®1] . Alternatively, you can complete and return the enclosed personalised Application Form with your Application payment. Please ensure that the Registrar receives your Application and Application payment by the Closing Date (expected to be 5.00pm (Melbourne time) on 15 May 2020).

This SPP Booklet sets out the details and the terms and conditions of the SPP and I encourage you to read it carefully and in full, and to seek your own financial and taxation advice in relation to the SPP Offer, before making a decision on whether to participate. In addition, Eligible Shareholders should also carefully consider some of the key risks of an investment in Bapcor as set out in the "Risk factors" in Appendix A to the Investor Presentation that was released by Bapcor on 16 April 2020. This can be obtained from the ASX’s website (www.asx.com.au) or at www.bapcor.com.au.

If you have any additional questions you can call Bapcor's SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet).

On behalf of the Board of Bapcor, I thank you for your continued support.

Yours sincerely

Andrew Harrison Chairman

1 Registered to BPAY Pty Ltd ABN 69 079 137 518.

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Bapcor Limited – Share Purchase Plan Offer Booklet

Summary of SPP Offer

Eligible Shareholders	Registered holders of Shares at 7.00pm (Melbourne time) on 15 April 2020 with a registered address in Australia or New Zealand, provided that they are not in the United States and are not acting for the account or benefit of a person in the United States (or, in the event that any such holder is acting for the account or benefit of a person in the United States, it is not participating in the SPP in respect of that person).
Application amount	Eligible Shareholders can apply for a Parcel of SPP Shares, up to an aggregate of A$30,000 across all their holdings, regardless of how many Shares they currently hold. Parcels have a dollar amount of A$1,000, A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000.
Issue Price	The Issue Price per SPP Share is the lowest of: • A$4.40, being the same price paid by institutional investors under the Placement; • a 2% discount to the volume weighted average price of Bapcor Shares traded during the five ASX trading days up to, and including, the closing date of the SPP (expected to be 15 May 2020) (rounded to the nearest cent); and • a 2% discount to the volume weighted average price of Bapcor Shares traded on the closing date of the SPP (rounded to the nearest cent).
Ranking of SPP Shares	SPP Shares will rank equallywith existingShares.
Scale-back	Bapcor has absolute discretion to scale back Applications depending on demand. In the event of a scale-back, the value of SPP Shares allocated to you may be less than the parcel you initially applied for. If this occurs, any excess money will be refunded to you. We expect to announce the final outcome of the SPP, including any scale-back, on 20 May 2020.
Refunds	Any refunds will be made as soon as practicable after the Issue Date. No interest will be paid on any money refunded.
When to apply	The SPP Offer opens at 9.00am (Melbourne time) on 24 April 2020 and is expected to close at 5.00pm (Melbourne time) on 15 May 2020.
Issue Date of SPP Shares	SPP Shares are expected to be issued on 25 May 2020.
Dispatch of holding statements for SPP Shares and commencement of trading of SPP Shares	It is expected that holding statements for SPP Shares will be dispatched to shareholders on 25 May 2020 and that SPP Shares will commence trading on the ASX on 25 May 2020.

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Bapcor Limited – Share Purchase Plan Offer Booklet

How to Apply

If you would like to apply to participate in the SPP, please follow the instructions on the enclosed Application Form. You have two options:

1. Apply online or by telephone using BPAY

You can make a payment by BPAY equivalent to the dollar amount of the Parcel you wish to apply for. To do this, you must use the Biller Code and unique reference number shown on your personalised Application Form.

If you make your payment with BPAY you do not need to return the Application slip attached to your Application Form. Applicants paying by BPAY should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY so that they are received no later than 5.00pm (Melbourne time) on the Closing Date.

This is the fastest and easiest way to apply.

2. Apply using your enclosed personalised Application Form

You can complete the personalised Application slip and attach a cheque, bank draft or money order. Cheques, bank drafts and money orders should be made payable to "Bapcor Limited" and crossed “Not Negotiable”. Bapcor will not accept payment by cash.

Payments must be made in Australian dollars. Your Application slip together with your Application payment equal to the dollar amount of the Parcel of Shares that you have applied for, should be submitted in the reply-paid envelope enclosed to:

Bapcor Limited

C/- Computershare Investor Services Pty Limited GPO Box 505

MELBOURNE VIC 3001

Applications and payments will not be accepted at Bapcor’s registered or corporate offices or other offices of the Share Registry.

The SPP Offer opens on 24 April 2020 and closes on the Closing Date (expected to be 5.00pm (Melbourne time) on 15 May 2020). If you wish to participate, you should ensure that the Registrar receives your Application (including Application payment) by no later than the Closing Date.

You will not be able to withdraw or modify your Application or Application payment once you have submitted it. Interest will not be paid on any Application money received.

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Bapcor Limited – Share Purchase Plan Offer Booklet

Frequently Asked Questions

What is the SPP?

The SPP is an offer by Bapcor to Eligible Shareholders to apply for up to A$30,000 worth of Shares at the Issue Price without paying any brokerage or transaction costs.

How much is Bapcor targeting to raise under the SPP?

Bapcor is targeting to raise approximately A$30 million under the SPP. At our absolute discretion, we may issue more or less SPP Shares than that target amount. If we receive applications for more SPP Shares than we decide to issue, Applications may need to be scaled back.

Who is eligible to participate in the SPP?

An Eligible Shareholder is a registered holder of Shares at the Record Date (being 7.00pm (Melbourne time) on 15 April 2020) and shown on the Register to have an address in Australia or New Zealand.

Shareholders who hold Shares on behalf of persons who reside outside Australia or New Zealand, are in the United States or are acting for the account or benefit of a person in the United States are not eligible to participate in the SPP on behalf of those persons.

What is the Issue Price of the SPP Shares?

The Issue Price per SPP Share is the lowest of:

• A$4.40, being the same price paid by institutional investors under the Placement;

• a 2% discount to the volume weighted average price of Bapcor Shares traded during the five ASX trading days up to, and including, the closing date of the SPP (expected to be 15 May 2020) (rounded to the nearest cent); and

• a 2% discount to the volume weighted average price of Bapcor Shares traded on the closing date of the SPP (rounded to the nearest cent).

What costs are associated with the SPP?

There are no brokerage or transaction costs payable by Eligible Shareholders in relation to the application for, and the issue of, SPP Shares.

Do I have to participate in the SPP?

No. Participation in the SPP is optional. If you do not wish to participate in the SPP, no action is required on your part.

To decide if you would like to participate in the SPP, Bapcor recommends you seek professional investment advice from your financial adviser or other professional adviser, and you monitor the market price of Shares (which is quoted on the ASX website at www.asx.com.au). This SPP Booklet does not purport to contain all of the information that you may need to make an investment decision.

What is the market price of Shares?

The market price of Shares can be obtained from the ASX’s website (www.asx.com.au) by searching for the ASX code “BAP” in the prices search section.

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Bapcor Limited – Share Purchase Plan Offer Booklet

What do I do if I am a Custodian?

If you are a Custodian, you may choose whether or not to apply for SPP Shares on behalf of your Eligible Beneficiaries.

If you wish to apply as a Custodian to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit an additional Custodian Certificate before your Application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected.

Custodians should contact the Registrar on Bapcor’s SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet) to request a Custodian Certificate that contains these certifications and other details required to be provided by the Custodian.

By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (among other things) that each Eligible Beneficiary has not applied for an amount exceeding A$30,000 across all of their holdings.

Bapcor is not required to determine, and will not determine, the identity or residence of any beneficial owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are Eligible Beneficiaries.

Each Custodian must not participate in the SPP on behalf of, and must not distribute this SPP Booklet or any other document relating to the SPP to, any person in the United States or to any person acting for the account or benefit of a person in the United States. In the event that a Custodian or nominee is acting for the account or benefit of a person in the United States, it is not permitted to participate in the SPP in respect of that person. Failure to comply with these restrictions may result in violations of applicable securities laws.

Can my offer under the SPP be transferred to a third party?

No. Under the SPP Offer, you cannot transfer your offer to apply for SPP Shares to anyone else.

How much can I invest under the SPP?

If you are an Eligible Shareholder, you may apply for up to a total of A$30,000 worth of SPP Shares across all your holdings.

What will happen if Bapcor scales back Applications?

If Bapcor scales back Applications in its absolute discretion, you may receive less SPP Shares than the Parcel of SPP Shares for which you have applied. Should this happen, the difference between the value of SPP Shares issued to you (calculated using the Issue Price) and the Application payment you made will be refunded to you, without interest, as soon as practicable after the Issue Date.

Will I receive notification of my issue?

Yes. The Registrar will send you a holding statement on or around 25 May 2020 which will include details of the number of SPP Shares issued to you and the Issue Price of the SPP Shares.

You are responsible for confirming your allocation of SPP Shares before trading SPP Shares to avoid the risk of selling SPP Shares you do not own.

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Bapcor Limited – Share Purchase Plan Offer Booklet

Can I withdraw my Application (e.g. if the market price of Shares falls after submitting my Application?)

No. Your Application, once submitted, is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price.

By submitting your Application, you are accepting the risk that the market price of Shares may change between the date on which you submit your Application and the Issue Date. This means that, up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the Issue Price.

What do I do if I receive more than one Application Form by post or email?

Eligible Shareholders who receive more than one Application Form under the SPP because, for example, they hold Shares in more than one capacity or in different registered holdings, may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with a total dollar amount exceeding A$30,000 across all of their holdings.

What rights will the Shares issued under the SPP have?

SPP Shares will rank equally with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements from the Issue Date.

Where can I obtain more information on the risks associated with Bapcor and holding Bapcor Shares?

See Bapcor’s ASX announcements, including in particular the Investor Presentation that was released on 16 April 2020 and includes a section on risk factors. These can be obtained from the ASX’s website (www.asx.com.au) or at www.bapcor.com.au.

Where can I obtain more information on the SPP?

If you have any further questions you can call Bapcor’s SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet).

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Bapcor Limited – Share Purchase Plan Offer Booklet

SPP Terms and Conditions

Important Notice

Please read these SPP Terms and Conditions carefully as you will be bound by them if you apply for SPP Shares. Eligible Shareholders whose Applications are accepted will also be bound by Bapcor’s Constitution.

1 Offer

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• Bapcor offers each Eligible Shareholder the opportunity to apply for specific Parcels of Shares up to A$30,000 worth of Shares under the SPP subject to and in accordance with these SPP Terms and Conditions (“the SPP Offer ”).

• The SPP Offer opens on the Opening Date (24 April 2020) and closes on the Closing Date (expected to be 5.00pm (Melbourne time) on 15 May 2020).

• The SPP Offer is made in Australia under and in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 .

• The SPP Offer is made in New Zealand under and in accordance with the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

• The SPP Offer to each Eligible Shareholder (whether you are a Custodian or you hold Shares on your own account) is made on the same terms and conditions.

2 Eligible Shareholders

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• Subject to sections 2(c) to 2(j) of these SPP Terms and Conditions, all persons registered as holders of Shares at the Record Date and shown on the Register to have an address in Australia or New Zealand may participate in the SPP (referred to as " Eligible Shareholders ").

• Directors and employees of Bapcor are entitled to participate in the SPP if they are Eligible Shareholders.

• Shareholders who hold Shares on behalf of persons who:

• (i) reside outside Australia or New Zealand;

• (ii) are in the United States; or

• (iii) are acting for the account or benefit of a person in the United States,

are not entitled to participate in the SPP on behalf of those persons.

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• The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).Shares to be offered and sold under the SPP may only be offered and sold in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

• A Custodian must not participate in the SPP on behalf of, nor distribute this SPP Booklet or any other document relating to the SPP to, any person in the United States or any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

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Bapcor Limited – Share Purchase Plan Offer Booklet

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• Consistent with the representations, warranties and acknowledgements contained in section 4 of these SPP Terms and Conditions and the Application Form included with this SPP Booklet, you may not submit any completed Application Forms for any person in the United States or any person who is acting for the account or benefit of a person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.

• Shareholders who are joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder, and the certification under section 4(a)(viii) of these SPP Terms and Conditions by one joint holder will be effective in respect of the other joint holder(s).

• If you are a Custodian, you may apply for up to A$30,000 worth of SPP Shares for each Eligible Beneficiary subject to you annexing to your Application Form a certificate (“ Custodian Certificate ”)[2] addressed to Bapcor with the following information as required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 :

• (i) confirmation that:

• (A) you hold Shares on behalf of one or more other persons (each a " participating beneficiary ") that are not Custodians; and/or

• (B) a Downstream Custodian holds beneficial interests in Shares on behalf of one or more other persons (each a " participating beneficiary "), and you hold the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian;

• (ii) confirmation that each participating beneficiary has subsequently instructed the following persons:

• (A) where sub-paragraph (i)(A) above applies – you; or

• (B) where sub-paragraph (i)(B) above applies – the Downstream Custodian, to apply for SPP Shares on their behalf under the SPP;

• (iii) the number of participating beneficiaries and their names and addresses;

• (iv) in respect of each participating beneficiary:

• (A) where sub-paragraph (i)(A) above applies – the number of Shares that you hold on their behalf; or

• (B) where sub-paragraph (i)(B) above applies – the number of Shares to which the beneficial interests relate;

• (v) in respect of each participating beneficiary:

• (A) where sub-paragraph (i)(A) above applies – the number or the dollar amount of SPP Shares they have instructed you to apply for on their behalf; or

• (B) where sub-paragraph (i)(B) above applies – the number or the dollar amount of SPP Shares they have instructed the Downstream Custodian to apply for on their behalf;

• (vi) confirmation that there are no participating beneficiaries in respect of which the total application price for the following exceeds A$30,000:

2 The Custodian Certificate can be obtained by contacting the Registrar on Bapcor's SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet).

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Bapcor Limited – Share Purchase Plan Offer Booklet

• (A) the Shares applied by you under the SPP in accordance with the instructions referred to in sub-paragraph (v) above; and

• (B) any other Shares issued to you in the 12 months before the Application as a result of an instruction given by them to you or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the SPP;

• (vii) confirmation that a copy of this SPP Booklet was given to each participating beneficiary; and

• (viii) where sub-paragraph (i)(B) above applies – the name and address of each Custodian who holds beneficial interests in the Shares held by you in relation to each participating beneficiary.

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• If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described above. In this case, the rules in section 3(b) of these SPP Terms and Conditions apply.

• If you are an Eligible Shareholder, your rights under the SPP Offer are personal to you and are non-renounceable, which means you cannot transfer your rights to another person.

3 Applying for SPP Shares

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• Participation in the SPP is optional. Eligible Shareholders may apply to purchase SPP Shares in a Parcel with a dollar amount of A$1,000, A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000. If you are an Eligible Shareholder and wish to participate in the SPP, you must follow the instructions on the Application Form and:

• (i) make payment online or by telephone using BPAY equivalent to the dollar amount of the Parcel you wish to apply for (including providing the Biller Code and unique reference number provided to you on your Application Form for purposes of the SPP only) (“ Online/Telephone Application ”). Contact your financial institution to make your payment from your cheque or savings account; or

• (ii) complete the Application Form and provide a cheque, bank draft or money order made payable to "Bapcor Limited” and crossed “Not Negotiable” (“ Written Application ”). Please ensure that sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received,

so that it is received by the Registrar by 5.00pm (Melbourne time) on the Closing Date (expected to be 15 May 2020). Payments must be in Australian dollars. Bapcor will not accept payment by cash.

If Bapcor receives:

• an amount that is not equal to $1,000, A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000, Bapcor will round down the dollar amount of SPP Shares that you are applying for to the next lowest Parcel; or

• less than A$1,000, reject your Application,

and refund your Application payment that is not used to purchase SPP Shares, without interest, as soon as practicable after the Issue Date.

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Eligible Shareholders (other than Custodians) who receive more than one offer under the SPP via post or email (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply on different Application Forms for SPP

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Bapcor Limited – Share Purchase Plan Offer Booklet

Shares but may not apply for SPP Shares with a total dollar amount of more than A$30,000.

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• Bapcor may accept or reject your Application for SPP Shares at its absolute discretion. Bapcor may reject your Application in the following circumstances (among others):

• (i) your Application Form is incorrectly completed, incomplete or otherwise determined by Bapcor to be invalid;

• (ii) you have applied for SPP Shares with a total Application price of less than $1,000;

• (iii) your cheque, bank draft or money order is dishonoured or the cheque, bank draft or money order that you enclose with your Application Form is not made out for the amount corresponding to the value of the Parcel you have applied for;

• (iv) your BPAY payment is incomplete or invalid;

• (v) unless you are a Custodian, it appears that you are applying to acquire SPP Shares with a total Application price in excess of A$30,000 under the SPP;

• (vi) you are a Custodian and you have not provided the required Custodian Certificate;

• (vii) your Application Form or BPAY payment is received after the SPP Closing Date. Late payments will be refunded, without interest, as soon as practicable after the Issue Date; or

• (viii) Bapcor believes you are not an Eligible Shareholder (subject to compliance with any applicable ASIC requirements).

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• If the value of the Parcel you have applied for cannot be divided by the Issue Price to give a whole number of SPP Shares, there will be a rounding up to the nearest whole number of SPP Shares.

4 Acknowledgements by Making an Application

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• If you make an Online / Telephone Application or Written Application, by making that Online / Telephone Application or Written Application, you:

• (i) acknowledge that you have read and accepted these SPP Terms and Conditions in full and you declare that all details and statements in your Application Form are true and complete and not misleading;

• (ii) declare that you were the registered holder(s) at the Record Date of the Shares indicated on the Application Form as being held by you on the Record Date;

• (iii) acknowledge that you are an Eligible Shareholder using the unique reference number provided to you on the Application Form;

• (iv) irrevocably and unconditionally agree to these SPP Terms and Conditions, including the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;

• (v) agree to be bound by the terms of Bapcor’s Constitution (as may be amended from time to time);

• (vi) declare you are over 18 years of age (if you are an individual) and have full legal capacity and power to exercise and perform all of your rights and obligations under the SPP Offer;

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Bapcor Limited – Share Purchase Plan Offer Booklet

• (vii) acknowledge your Application is irrevocable and unconditional and cannot be varied by you;

• (viii) if you are applying on your own behalf (and not as a Custodian), certify that the total of the Application price for the following does not exceed A$30,000:

• (A) the Shares the subject of your Application;

• (B) any other Shares in the class you applied for under the SPP; and

• (C) any other Shares in the class which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Application;

• (ix) if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, certify that:

• (A) you are a Custodian;

• (B) you held Shares on behalf of the Eligible Beneficiary as at the Record Date who has instructed you to apply for SPP Shares on their behalf under the SPP and that that Eligible Beneficiary has been given a copy of this SPP Booklet;

• (C) you are not applying for SPP Shares on behalf of any Eligible Beneficiary with a total Application price of more than A$30,000; and

• (D) the information in the Custodian Certificate submitted with your Application Form is true and correct and not misleading;

• (x) accept the risk associated with any refund that may be dispatched to your address or to your nominated bank account as shown on the Register;

• (xi) are responsible for any dishonour fees or other costs Bapcor may incur in presenting a cheque for payment that is dishonoured;

• (xii) acknowledge that no interest will be paid on any Application payment held pending the issue of the SPP Shares or subsequently returned to you for any reason;

• (xiii) authorise Bapcor and the Registrar and their respective officers or agents to do anything on your behalf necessary for SPP Shares to be issued to you, including to act on instructions of the Registrar upon using the contact details set out in your Application Form;

• (xiv) acknowledge that the information contained in this SPP Booklet (including these SPP Terms and Conditions and your Application Form) is not financial product or investment advice nor a recommendation that SPP Shares are suitable for you and have been prepared without taking into account your investment objectives, financial situation or particular needs;

• (xv) acknowledge that this SPP Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Bapcor and is given in the context of Bapcor’s past and ongoing continuous disclosure announcements to the ASX;

• (xvi) acknowledge that none of Bapcor or its related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers guarantees the performance of Bapcor;

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Bapcor Limited – Share Purchase Plan Offer Booklet

• (xvii) acknowledge that, to the extent permitted by any applicable law, Bapcor is not liable for any exercise of its discretions referred to in this SPP Booklet;

• (xviii) represent and warrant that the law of any place does not prohibit you from being given this SPP Booklet and the Application Form, nor does it prohibit you from making an Application for the SPP Shares and that you are otherwise eligible to participate in the SPP;

• (xix) represent that you are not in the United States and you are not acting for the account or benefit of a person in the United States (or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the SPP in respect of that person);

• (xx) acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the Shares may not be offered, sold or resold, directly or indirectly, in the United States;

• (xxi) acknowledge that the Shares may only be offered and sold in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act;

• (xxii) represent that you have not, and you agree that you will not, send this SPP Booklet or any other materials relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States; and

• (xxiii) acknowledge and agree that if in the future you decide to sell or otherwise transfer the Shares, you will only do so in standard brokered transactions on the ASX or Chi-X, where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or the purchaser is, a person in the United States.

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• In addition, if you make a Written Application, by making that Written Application, you:

• (i) authorise Bapcor to correct any errors in your Application Form; and

• (ii) acknowledge that Bapcor may determine that your Application Form is valid, in accordance with these SPP Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective.

5 Issue Price of SPP Shares

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• The Issue Price per SPP Share is the lowest of:

• (i) A$4.40, being the same price paid by investors under the Placement;

• (ii) a 2% discount to the volume weighted average price of Bapcor Shares traded during the five ASX trading days up to, and including, the Closing Date (rounded to the nearest cent); and

• (iii) a 2% discount to the volume weighted average price of Bapcor Shares traded on the Closing Date (rounded to the nearest cent).

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• You agree to pay the Issue Price per SPP Share for the number of SPP Shares calculated under section 3(a) of these SPP Terms and Conditions or, if there is a scaleback, the number of SPP Shares calculated under section 7 of these SPP Terms and Conditions.

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Bapcor Limited – Share Purchase Plan Offer Booklet

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• You acknowledge the risk that the market price of Shares may change (ie, rise or fall) between the date you submit your Application and the Issue Date, which may mean that the Issue Price you pay for the SPP Shares may exceed or be less than the market price of Shares on the Issue Date.

• Bapcor will apply to ASX for quotation of the SPP Shares. It is anticipated that the trading of the SPP Shares on the ASX will commence on 25 May 2020.

6

Rights Attaching to the SPP Shares

SPP Shares will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements.

7 Scale-back

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• Bapcor may in its absolute discretion allocate to you less SPP Shares than the value of the Parcel you have applied for. Bapcor may in its absolute discretion determine to apply any scale-back to the extent and in the manner it sees fit.

• If there is a scale-back, you may receive less SPP Shares than the Parcel for which you have applied. If a scale-back produces a fractional number of SPP Shares when applied to your Parcel, the number of SPP Shares you will be allocated will be rounded up to the nearest whole number of SPP Shares.

• In the event of a scale-back, the difference between the value of SPP Shares issued to you (calculated using the Issue Price) and the Application payment will be refunded to you, without interest, by direct deposit (to your nominated account as recorded on the Register) or by cheque, as soon as practicable after the Issue Date.

8

Costs of Participation in the SPP

No brokerage or transaction costs will be payable by Eligible Shareholders in respect of the application for, and the issue of, SPP Shares.

9 New Zealand

The SPP Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Bapcor with registered addresses in New Zealand to whom the offer of the SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

This SPP Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This SPP Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Application payments must be made in Australian dollars.

10

Bapcor Determination Final

Bapcor may determine in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP (either generally or in particular cases) and the decision of Bapcor will be conclusive and binding on all participants or other persons to whom the determination relates (as applicable).

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Bapcor Limited – Share Purchase Plan Offer Booklet

11 Waiver, Amendment, Suspension and Withdrawal

Bapcor may, at its absolute discretion, waive compliance with any provision of these SPP Terms and Conditions (including by accepting late Applications, either generally or in particular cases), amend or vary these SPP Terms and Conditions (including by changing the timetable for the SPP, such as the Closing Date and Issue Date), or suspend or withdraw the SPP Offer at any time. Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Shareholders even where Bapcor does not notify you of the event.

12 No Underwriting

The SPP will not be underwritten.

13 Governing Law

These SPP Terms and Conditions are governed by the laws in force in Victoria.

14 Privacy Policy

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• By completing and submitting an Application Form you acknowledge that you have read this SPP Booklet and these SPP Terms and Conditions.

• Bapcor is required to collect certain information about shareholders under company and tax law. Applicants will be asked to provide personal information to Bapcor (directly or via its agents, including the Registrar).

• You acknowledge that the personal information submitted as part of the Application Form or other forms and otherwise provided to Bapcor (directly or via its agents, including the Registrar) will be collected, used and disclosed by Bapcor (and its agents, including the Registrar) in order to process your Application, service your needs as a shareholder, provide facilities and services that you request, carry out appropriate administration, send you information about the products and services of members of the Bapcor Group, including future offers of securities and as otherwise required or authorised by law (including, without limitation, any law relating to taxation, money laundering or counterterrorism). Such disclosure may include disclosure to third parties including other members of the Bapcor Group and to Bapcor’s agents, service providers, auditors and advisers. Such disclosure may also include disclosure to domestic and overseas regulators or other government agencies (including ASIC and the ATO), stock exchanges, and the public by way of public registers maintained by regulators or other bodies. Some of these recipients may be located outside Australia (including in New Zealand) where your personal information may not receive the same level of protection as afforded under Australian law.

• You acknowledge that if you do not provide the personal information required by the Application Form or other forms, it might not be possible to process your Application, administer your shareholding and/or send you information about the products and services of members of the Bapcor Group, including future offers of securities.

• If you do not wish to receive information about the products and services of members of the Bapcor Group, including future offers of securities, please contact Bapcor's SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet) and request that Bapcor does not send you marketing material.

Bapcor’s privacy policy is available on Bapcor’s website at - https://www.bapcor.com.au/privacy policy.php and contains information about how you may access and seek correction of the personal information that Bapcor holds about you,

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Bapcor Limited – Share Purchase Plan Offer Booklet

how you may complain about a breach of the Privacy Act 1988 (Cth) by Bapcor and how Bapcor will deal with such a complaint.

15 Taxation

Eligible Shareholders should consult their own taxation advisor about the tax status of their investment in SPP Shares.

Glossary

The following definitions apply throughout this SPP Booklet unless the context requires otherwise.

A$ or $	Australian dollars
Application	a valid and submitted Application Form (with attached payment) or a payment via BPAY
Application Form	the application form relating to the SPP that you received with this SPP Booklet, including the instructions. This may include a deemed application form in the same terms, where a valid BPAY®payment is made
ASIC	Australian Securities & Investments Commission
ASX	ASX Limited (ACN 008 624 691) or the market operated by it, as the context requires
ASX Listing Rules	the listing rules of ASX as amended from time to time
ATO	Australian Taxation Office
Bapcor	Bapcor Limited (ABN 80 153 199 912)
Bapcor Group	Bapcor and its controlled entities taken as a whole
Beneficiary	either or both of the following: • one or more persons on whose behalf a Custodian holds Shares; and/or • a Downstream Custodian
Closing Date	the last day on which Applications will be accepted (expected to be 5.00pm (Melbourne time) on 15 May 2020)
Corporations Act	Corporations Act 2001 (Cth)as amended from time to time
Custodian	a custodian, trustee or nominee within the definition of “custodian” in_ASIC_ Corporations (Share and Interest Purchase Plans) Instrument 2019/547
Custodian Certificate	has the meaning given in clause 2(h) of the SPP Terms and Conditions
Downstream Custodian	another Custodian on whose behalf a Custodian holds Shares, who holds the beneficial interests in Shares on behalf of one or more persons

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Eligible Beneficiary	a Beneficiary of a Custodian with a registered address in either Australia or New Zealand as at the Record Date, provided that such Beneficiary is in Australia or New Zealand, and is not in the United States or acting for the account or benefit of a person in the United States
Eligible Shareholder	a registered holder of Shares at the Record Date and shown on the Register to have an address in Australia or New Zealand, provided that such holder is not in the United States and is not acting for the account or benefit of a person in the United States (or, in the event that such holder is acting for the account or benefit of a person in the United States, it is not participating in the SPP in respect of that person)
Issue Date	the date on which SPP Shares are issued (expected to be 25 May 2020)
Issue Price	the Issue Price per SPP Share is the lowest of: • A$4.40, being the same price paid by investors under the Placement; • a 2% discount to the volume weighted average price of Bapcor Shares traded during the five ASX trading days up to, and including, the Closing Date (rounded to the nearest cent); and • a 2% discount to the volume weighted average price of Bapcor Shares traded on the Closing Date (rounded to the nearest cent).
Opening Date	24 April 2020
Parcel	a parcel of SPP Shares, with a dollar amount of A$1,000, A$2,500, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000 or A$30,000, calculated at the Issue Price
Placement	the placement of Shares to institutional investors, announced on 16 April 2020
Record Date	7.00pm (Melbourne time) on 15 April 2020
Register	the register of shareholders maintained by the Registrar
Registrar	Computershare Investor Services Pty Limited (ABN 48 078 279 277)
ShareorBapcor Share	a fully paid ordinaryshare in Bapcor
Share Purchase Plan orSPP	this share purchase plan being offered to Eligible Shareholders under this SPP Booklet
SPP Booklet	this booklet
SPP Offer	has the meaning given in clause 1(a) of the SPP Terms and Conditions
SPP Share	a new Share issued under the SPP
SPP Terms and Conditions	the terms and conditions of the SPP set out in this SPP Booklet, including this Glossary and the Application Form, starting on page 9 of this SPP Booklet
U.S. Securities Act	the United States Securities Act of 1933, as amended

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Corporate Directory

Company

Bapcor Limited 61 Gower Street Preston VIC 3072 Australia

SPP Information Line

Within Australia: 1300 381 553 Outside of Australia: +61 3 9415 4135 Open between 8.30am to 5.00pm (Melbourne time), Monday to Friday during the offer period

Legal Adviser

Allens Level 37, 101 Collins Street Melbourne VIC 3000

Share Registry

Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067, Melbourne, Australia

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