BAPCOR LIMITED — Share Issue/Capital Change 2017

Feb 13, 2017

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, 04/03/13

Name of entity

Bapcor Limited ( Bapcor or the Company )

ABN ABN 80 153 199 912

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Performance Rights
	361,675

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

3 Principal terms of the +securities (e.g. 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 361,675 Performance Rights are issued under the Company’s Long Term Incentive Plan (Plan). The Performance Rights are subject to a number of vesting conditions (Performance Conditions) as follows:  Tranche 1: 223,633 Performance Rights will vest subject to satisfaction of prescribed performance hurdles relating to total shareholder return, which will be tested over two periods stated below; and  Tranche 2:138,042 Performance Rights will vest subject to satisfaction of prescribed performance hurdles relating to earnings per share, which will be tested over two periods stated below. Performance Periods: The Performance Conditions for 34% of the total number of Tranche 1 and Tranche 2 Performance Rights respectively will be tested over the period 1 July 2016 – 30 June 2018. The Performance Conditions for 66% of the total number of Tranche 1 and Tranche 2 Performance Rights respectively will be tested over the period 1 July 2016 – 30 June 2019. Subject to the satisfaction of the Performance Conditions at the end of the relevant Performance Period, a holder will receive one fully paid ordinary share in the Company for each vested Performance Right. No cash consideration is payable for the issue of the Performance Rights, or on the issue of the underlying shares upon the vesting of the Performance Rights. Performance Rights issued will not be listed on ASX and will not be transferable, except as permitted under the Plan. Underlying shares that are issued upon the vesting of Performance Rights will be subject to a 12 month escrow period after vesting of the PerformanceRights.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally The Performance Rights will not be quoted or in all respects from the[+] issue rank equally with any class of quoted securities. date with an existing[+] class of However, fully paid ordinary shares issued on quoted[+] securities? the exercise of the Performance Rights will be quoted. From the date of issue of those shares, If the additional[+] securities do the shares will rank equally with all other not rank equally, please state: ordinary shares then on issue in the Company.  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 5 Issue price or consideration The Performance Rights are issued for nil cash consideration. 6 Purpose of the issue The Performance Rights are issued under the (If issued as consideration for Company’s Plan, the rules for which were the acquisition of assets, clearly lodged with the ASX on 24 April 2014. The Plan identify those assets) is designed to provide incentives to the performance rights holders who are integral to the operations and on-going success of the Company.

6a Is the entity an[+] eligible entity No that has obtained 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 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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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 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A	N/A
	361,675 Performance Rights are issued under Exception 9 of ASX Listing Rule 7.2
	N/A
	N/A
	See Annexure 1
	14 February 2017
	Number	~~+~~Class
	277,816,771	Fully paid ordinary shares
	Number	~~+~~Class
	1,435,942	Performance rights issued under Bapcor's Long Term Incentive Plan
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

Part 2 - 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 offer 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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 offer documents 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) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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

• See chapter 19 for defined terms.

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(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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought

• 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date 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

• See chapter 19 for defined terms.

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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)	N/A
	Number	~~+~~Class
	N/A

• See chapter 19 for defined terms.

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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 no-one 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 is not available now, we 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.

==> picture [73 x 51] intentionally omitted <==

Gregory Fox Company Secretary 14 February 2017

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

• Insert number of fully paid[+] ordinary 244,622,784 securities on issue 12 months before the +issue date or date of agreement to issue Add the following: 1,234,567 shares issued on 31 March 2016

• • Number of fully paid[+] ordinary securities 500,000 shares issued on 3 August 2016 issued in that 12 month period under an 138,519 shares issued on 7 September 2016

• exception in rule 7.2 3,115,772 shares issued on 4 November 2016

• • 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 Nil securities cancelled during that 12 month period “A” 249,611,642

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”		0.15
		[Note: this value cannot be changed]
Multiply“A” by 0.15		37,441,746
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that
has already been used
Insertnumber of+equity securities issued		28,205,129 shares issued on 3 October 2016
or	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

Insertnumber of+equity securities issued	28,205,129 shares issued on 3 October 2016
or 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”	28,205,129
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15	37,441,746
Note: number must be same as shown in Step 2

capacity under rule 7.1
“A” x 0.15	37,441,746
Note: number must be same as shown in Step 2
Subtract“C”	28,205,129
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	9,236,617
	[Note: this is the remaining placement capacity under
	rule 7.1]

• See chapter 19 for defined terms.

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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

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	N/A
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or 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”
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
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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