FLEETPARTNERS GROUP LIMITED — AGM Information 2022

Jan 10, 2022

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2022 Notice of Annual General Meeting

ECLIPX GROUP LIMITED ACN 131 557 901

Eclipx Group Limited | Notice of Annual General Meeting 2022Eclipx Group Limited | Notice of Annual General Meeting 2021

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Notice of Annual General Meeting

11 January 2022

Dear Shareholder,

On behalf of the Directors of Eclipx Group Limited ( Eclipx or Company ), I am pleased to invite you to attend the 2022 Annual General Meeting ( AGM or Meeting ) of Eclipx. Set out below is the Notice of Meeting which contains the business of the AGM.

Eclipx’s 2022 AGM will be held on Friday, 18 February 2022 at 9am (AEDT) at the offices of Herbert Smith Freehills on Level 34, 161 Castlereagh Street, Sydney.

Year in Review

The Company, led by Chief Executive Officer Julian Russell, has continued to deliver strong financial results supported by both revenue growth and cost discipline which has resulted in record profitability in FY21. This included atypical gains on the sale of end of lease vehicles, reflecting a continuing strong market for used cars.

Company performance highlights in FY21 include:

• › 166% growth in cash Earnings Per Share (EPS) to 28.1 cents per share

• › 110% growth in cash Net Profit After Tax and Amortisation (NPATA) to $86 million

• › 61% increase in market capitalisation to $792 million at 30 September 2021 (increase of $300 million)

In 2021 the Board commenced its “Renew and Refresh” Board succession programme. As the first stage in this, and after more than six years of dedicated service to the Company as Chair of the Board, Kerry Roxburgh AM handed over the position of Chair to me on May 6, 2021. In parallel, Linda Jenkinson was appointed Chair of the People, Culture, Remuneration & Nomination Committee and Mr Roxburgh subsequently retired from the Board on 31 August 2021.

Additionally, on 27 July 2021, the Board appointed two new Non-Executive Directors, Fiona Trafford-Walker and Cathy Yuncken. Both Ms Trafford-Walker and Ms Yuncken bring invaluable relevant experience, skills and knowledge in risk, finance, credit and strategy that will serve the Board, the Company and Shareholders.

The Renew and Refresh Board succession programme will continue with the appointment of two additional Directors to take the place of Mr Allen and Mr Shields prior to the conclusion of their upcoming 3 year term, for which they are currently standing for re-election at this AGM.

The Company’s Board currently comprises six highly experienced Non-Executive Directors, four of whom are women. This composition makes Eclipx a leader for female Board representation in the ASX300.

At last year’s AGM, the Company received its “first strike” against the FY20 Remuneration Report. Since then, the Board has carefully considered the feedback it received regarding the FY20 Remuneration Report. The Board has engaged and consulted with Shareholders and proxy advisors to further understand and address the concerns raised with the FY20 remuneration framework and disclosures set out in the FY20 Remuneration Report.

Following a thorough review of the existing remuneration framework, balanced with consideration of the feedback received, the Board implemented significant changes to take effect from FY22. The purpose of these changes is to ensure that executive remuneration reflects a return to a post-COVID-19 operating environment and completion of the restructuring of the business. This change continues to align with shareholder value creation and is designed to assist with attracting, motivating and retaining high-quality executives. For details of these changes, and the Board’s response to the strike generally, please refer to the FY21 Remuneration Report.

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2022 AGM

Please be aware that we will be observing social distancing rules and we will not be offering refreshments at the AGM. Depending on the COVID-19 related restrictions that may apply on the date of the AGM, it may not be possible to admit all Shareholders who wish to attend. Any Shareholders who wish to attend the AGM should take heed of Government warnings and recommendations. Please monitor the Company’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

If you are attending the AGM, please bring your Proxy Form with you to facilitate a faster registration. If you are unable to attend the AGM, I encourage you to complete and return the Proxy Form by no later than 9am (AEDT) on 16 February 2022 in one of the ways specified in the Notice of Meeting and Proxy Form.

I also encourage you to read the Notice of Meeting that follows (including the Explanatory Memorandum) and the accompanying Proxy Form and consider directing your proxy how to vote on each Resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy Form.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Eclipx unanimously recommend that Shareholders vote in favour of all Resolutions, with the exception of Resolution 6 which the Directors unanimously recommend Shareholders vote AGAINST.

Thank you for your continued support of Eclipx and I look forward to your attendance and the opportunity to meet with you at the AGM.

Yours faithfully,

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Gail Pemberton AO

Chair

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Notice of Annual General Meeting

Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders ( Shareholders ) of Eclipx Group Limited ( Eclipx or Company ) will be held:

Items for Approval

Resolution 1

Re-Election of Director – Trevor Allen

Date: 18 February 2022

Time: 9am (AEDT)

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

Venue: Herbert Smith Freehills Level 34 161 Castlereagh Street Sydney NSW 2000

“That Trevor Allen, who retires in accordance with article 48(a) of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

Resolution 2

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and Entitlement to Attend and Vote section are part of this Notice of Meeting.

A. Consideration of Reports

To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the financial year ended 30 September 2021.

All Shareholders can view the Annual Report which contains the Financial Report for the year ended 30 September 2021 on the Company’s website at www.eclipx.com .

Questions and comments

Following consideration of the Financial Report, Directors’ Report and Independent Auditor’s Report, the Chair will give Shareholders as a whole a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chair will also give Shareholders as a whole a reasonable opportunity to ask the Auditor questions relevant to:

• a) the conduct of the audit;

• b) the preparation and content of the Independent Auditor’s Report;

• c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• d) the independence of the Auditor in relation to the conduct of the audit.

Re-Election of Director – Russell Shields

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Russell Shields, who retires in accordance with article 48(a) of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

Resolution 3

Election of Director – Fiona Trafford-Walker

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Fiona Trafford-Walker, who retires in accordance with article 48(d) of the Company’s Constitution, and being eligible, is elected as a Director of the Company.”

Resolution 4

Election of Director – Cathy Yuncken

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Cathy Yuncken, who retires in accordance with article 48(d) of the Company’s Constitution, and being eligible, is elected as a Director of the Company.”

Resolution 5

Remuneration Report

To consider and, if thought fit, pass the following as a non-binding ordinary resolution of the Company:

“That the Company’s Remuneration Report for the financial year ended 30 September 2021, as set out in the Directors’ Report, is adopted.”

The Remuneration Report is contained in the 2021 Annual Report (available at www.eclipx.com).

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (the Corporations Act ), the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The voting exclusions that apply to this Resolution are set out further below.

Resolution 6

Spill Resolution (conditional resolution)

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That, subject to and conditional on at least 25% of the votes validly cast on Resolution 5 being cast against the adoption of the Company’s Remuneration Report for the year ended 30 September 2021:

• a) an extraordinary general meeting of the Company ( Spill Meeting ) be held within 90 days of the passing of this Resolution;

• b) all of the Directors who were Directors of the Company when the resolution to make the Directors’ Report for the year ended 30 September 2021 considered at the 2022 AGM was passed and who remain in office at the time of the Spill Meeting cease to hold office immediately before the end of the Spill Meeting; and

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote:

• › in accordance with the directions on the Proxy Form; or

• › by the Chair of the Meeting, in accordance with an express authorisation in the Proxy Form to exercise the proxy even though Resolutions 5 and 6 are connected, directly or indirectly, with the remuneration of the KMP.

“ Key management personnel ” and “ closely related party ” have the same meanings as set out in the Corporations Act.

Resolution 7

Approval for the Issue of Securities under the Eclipx Group Limited Long-Term Incentive Plan – Exception to ASX Listing Rule 7.1

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That, for the purposes of ASX Listing Rule 7.2, Exception 13, and for all other purposes, the issue of any equity securities under the Eclipx Group Limited Long-Term Incentive Plan during the three years following the date of this Meeting, as described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement – Resolution 7

The Company will disregard any votes cast on Resolution 7:

• c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”

IMPORTANT: Resolution 6 is subject to the result of Resolution 5. Resolution 6 will only be put to the AGM if at least 25% of the votes validly cast on Resolution 5 are against Resolution 5. If you do not want a Spill Meeting to take place, you should vote ‘Against’ Resolution 6. If you want a Spill Meeting to take place, you should vote ‘For’ Resolution 6.

Voting Exclusion Statement – Resolutions 5 and 6

The Company will disregard any votes cast on Resolutions 5 and 6:

• › by or on behalf of a person who is a member of key management personnel (KMP) named in the 2021 Remuneration Report and their closely related parties (regardless of the capacity in which the vote is cast); or

• › as proxy by a person who is a member of the KMP on the date of the AGM and their closely related parties.

• › in favour of the Resolution by or on behalf of a person who is eligible to participate in the Eclipx Group Limited Long-Term Incentive Plan or any of their associates (regardless of the capacity in which the vote is cast); or

• › as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties,

unless the vote is cast on Resolution 7:

• › as proxy or attorney for a person entitled to vote on the Resolution in accordance with a direction given to the proxy or attorney to vote on the Resolution in that way; or

• › as proxy for a person entitled to vote on the Resolution by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair decides; or

• › by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Notice of Annual General Meeting 2022 continued

and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8

Grant of Rights under the Eclipx Group Limited Long Term Incentive Plan for FY22 – Mr Julian Russell

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

Resolution 9

Approval to exceed 10/12 buy-back limit

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That, for the purposes of Corporations Act s 257C and for all other purposes, an on-market buy back of up to 12% of the fully paid ordinary shares in the Company in the 12-month period following the approval of this Resolution, on the terms as described in the Explanatory Memorandum which forms part of this Notice of Meeting, be approved.”

BY ORDER OF THE BOARD

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of up to 274,510 Rights to Mr Julian Russell, under the Eclipx Group Limited Long-Term Incentive Plan for FY22 on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

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Matthew Sinnamon

Company Secretary

11 January 2022

Voting Exclusion Statement – Resolution 8

The Company will disregard any votes cast on Resolution 8:

• › in favour of the Resolution by or on behalf of Mr Russell or any of his associates (regardless of the capacity in which the vote is cast); or

• › as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties,

unless the vote is cast on Resolution 8:

• › as proxy or attorney for a person entitled to vote on the Resolution in accordance with a direction given to the proxy or attorney to vote on the Resolution in that way; or

• › as proxy for a person entitled to vote on the Resolution by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair decides; or

• › by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Entitlement to Attend and Vote

In accordance with Reg 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7pm (AEDT) on 16 February 2022 will be entitled to attend and vote at the AGM as a Shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy, by attorney or by corporate representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting by Proxy

If you are a Shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the AGM.

A proxy need not be a Shareholder of the Company.

A Shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the Shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the Shareholder’s votes.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

To be effective, the proxy must be received no later than 9am (AEDT) on 16 February 2022. Proxies must be received before that time by one of the following methods:

Online (preferred):

Voting at the Meeting

It is intended that voting on each of the proposed Resolutions at this Meeting will be conducted by a poll, rather than on a show of hands.

www.linkmarketservices.com.au

Shareholder Questions

By post:

Eclipx Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

By facsimile:

02 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia)

By delivery in person:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolution 5, 6, 7 or 8, then by submitting the Proxy Form you will be expressly authorising the Chair to exercise your proxy on the relevant Resolution, even though the Resolution is connected, directly or indirectly, with the remuneration of the KMP.

Shareholders who are unable to attend the Meeting or who may prefer to submit questions in advance to the Company are invited to do so.

Shareholders are also invited to submit written questions to the Auditor if the questions are relevant to the content of the Independent Auditor’s Report or the conduct of its audit of the financial statements for the financial year ended 30 September 2021 (FY21).

Please log onto www.linkmarketservices.com.au , select ‘Voting’, then click ‘Ask a Question’.

To allow time to collate questions and prepare answers, please submit any questions by 5pm (AEDT) on 11 February 2022.

Questions will be collated, and during the AGM the Chair will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to Shareholders.

Power of Attorney

A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 9am (AEDT) on 16 February 2022, being 48 hours before the AGM.

Corporate Representatives

Proxy Forms

Accompanying this Notice of Meeting is a Proxy Form to be completed if you would like to be represented at the AGM by proxy. Shareholders are encouraged to use the online facility that can be accessed on Eclipx’s share registry’s website at www.linkmarketservices.com.au to ensure the timely and cost-effective receipt of your proxy.

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the AGM a properly executed letter or other document confirming their authority to act as the body corporate’s representative. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at

www.linkmarketservices.com.au

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in relation to the business to be conducted at the Company’s AGM to be held on 18 February 2022.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote on the Resolutions.

for nearly 12 years. At the time of his retirement from KPMG in 2011 he was the Lead Partner in its National Mergers and Acquisitions Group.

Trevor was Director – Business Development for Cellarmaster Wines from 1997 to 2000, having responsibility for the acquisition, integration and performance of a number of acquisitions made outside Australia in that period.

Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions, with the exception of Resolution 6 which the Directors recommend Shareholders vote AGAINST. The Chair of the Meeting intends to vote all available undirected proxies in accordance with the Directors’ recommendations.

Resolutions 1 to 4 and 7 to 9 are ordinary Resolutions which require a simple majority of votes cast by Shareholders entitled to vote on the resolution. Resolution 5, relating to the Remuneration Report, is an advisory ordinary resolution and does not bind the Directors or the Company. Resolution 6, a contingent resolution, is an ordinary resolution that will only be put to the AGM if at least 25% of the votes validly cast on Resolution 5 are against that Resolution.

Resolution 1

Re-Election of Director – Trevor Allen

The Board appointed Trevor Allen as an Independent Non-Executive Director of the Company in March 2015.

Mr Allen was last re-elected as a Non-Executive Director of the Company by Shareholders at the Annual General Meeting on 11 February 2019. Mr Allen retires by rotation pursuant to article 48(a) of the Company’s Constitution, and being eligible, seeks re-election as a Director of the Company at this AGM.

In accordance with the Company’s “Renew and Refresh” Board succession programme, if re-elected, this will be Mr Allen’s final term as a Non-Executive Director of the Company.

Trevor has over 40 years’ corporate and commercial experience, primarily as a corporate and financial adviser to Australian and international corporates.

He is a Non-Executive Director of Peet Ltd and Topco Investments Pte Ltd, the holding company of Real Pet Food Company Limited.

Prior to undertaking non-executive roles in 2012, Trevor held senior executive positions as an Executive Director – Corporate Finance at SBC Warburg and its predecessors for eight years and as a Corporate Finance Partner at KPMG

During the last three years Trevor has also served as a Director of Freedom Foods Limited.

The Board considers Trevor to be an independent Director.

For the reasons summarised above, the Directors, with Mr Allen abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 2

Re-Election of Director – Russell Shields

The Board appointed Russell Shields as an Independent Non-Executive Director of the Company in March 2015.

Mr Shields was last re-elected as a Non-Executive Director of the Company by Shareholders at the Annual General Meeting on 11 February 2019. Mr Shields retires by rotation pursuant to article 48(a) of the Company’s Constitution, and being eligible, seeks re-election as a Director of the Company at this AGM.

Russell currently serves as Chair of Aquis Entertainment Ltd.

In accordance with the Company’s “Renew and Refresh” Board succession programme, if re-elected, this will be Mr Shields’ final term as a Non-Executive Director of the Company.

Russell has more than 35 years’ experience in financial services, including six years as Chairman of ANZ Bank, Queensland and Northern Territory.

Prior to joining ANZ, Russell held senior executive roles with HSBC, including Managing Director Asia Pacific – Transport, Construction and Infrastructure and State Manager Queensland, HSBC Bank Australia. He was previously Chairman of Onyx Property Group Pty Ltd and Chairman of Maritime Capital Shipping Ltd, an unlisted Hong Kong dry bulk shipping company.

For the reasons summarised above, the Directors, with Mr Shields abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Resolution 3

Election of Director – Fiona Trafford-Walker

The Board appointed Fiona Trafford-Walker as an Independent Non-Executive Director of the Company in July 2021. Ms Trafford-Walker retires by rotation pursuant to article 48(d) of the Company’s Constitution, and being eligible, seeks election as a Director of the Company at this AGM.

The Board confirms it has undertaken appropriate checks into Fiona’s background, experience and suitability for the role.

Fiona has over 28 years’ experience advising institutional asset owners and investors on investment and governancerelated issues.

Fiona is an Independent Non-Executive Director of Perpetual Limited, Link Administration Holdings Limited (where she also chairs the Audit Committee), Prospa Limited (where she chairs the Audit and Risk Committee) and the Victorian Funds Management Corporation. Fiona is also a member of the Investment Committee for the Walter and Eliza Hall Institute.

Fiona was previously an Investment Director at Frontier Advisors, where she was a member of the firm’s Investment Committee and Governance Advisory team. She was the inaugural Managing Director at Frontier Advisors and played a critical role in growing the firm.

Fiona holds a B.Ec. (Hons) from James Cook University and a Master of Finance from RMIT University. She is also a graduate of the Australian Institute of Company Directors.

experience across sectors including financial services, health, arts and social services.

Cathy is Chairman of the St. George and Sutherland Medical Research Foundation, and Managing Director of See Y Pty Ltd, a commercial and financial advisory consultancy that provides advisory services to government and business clients.

Cathy’s executive leadership experience spans investment banking, institutional and business banking, wealth management and private banking at ASX-listed and global financial services institutions, in roles including General Manager of Westpac Group businesses including Westpac Commercial Bank, Westpac Private Wealth, and St. George Group Business Bank; Executive General Manager Relationship Management at Commonwealth Bank; Managing Director Enterprise Client Group at GE Capital Australia & NZ; and Head of Corporate Investment Banking at Barclays Capital.

Cathy holds Bachelor of Laws and Bachelor of Commerce degrees from UNSW, an Executive Certificate of Strategy and Innovation from MIT Sloan Business School, and is a graduate of the Australian Institute of Company Directors.

For the reasons summarised above, the Directors, with Ms Yuncken abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 5

Remuneration Report

For the reasons summarised above, the Directors, with Ms Trafford-Walker abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 4

Election of Director – Cathy Yuncken

The Board appointed Cathy Yuncken as an Independent Non-Executive Director of the Company in July 2021. Ms Yuncken retires by rotation pursuant to article 48(d) of the Company’s Constitution, and being eligible, seeks election as a Director of the Company at this AGM.

The Board confirms it has undertaken appropriate checks into Cathy’s background, experience and suitability for the role.

Cathy is an experienced company executive and Non-Executive Director with over 30 years’ commercial and leadership experience in diversified financial services businesses, and over 12 years’ board and governance

Shareholders can view the full Remuneration Report in the Annual Report which is available on Eclipx’s website at www.eclipx.com .

Broadly, the Remuneration Report details the remuneration policy for the Company and:

• › explains the structure of and rationale behind the Company’s remuneration practices and the link between the remuneration of executives and the Company’s performance;

• › sets out remuneration details for each Director and for each executive with authority and responsibility for directing the affairs of the Company; and

• › discusses the relationship between the policy and Company performance.

Following consideration of the Remuneration Report, the Chair of the Meeting will give Shareholders as a whole a reasonable

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Explantory Memorandum continued

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opportunity to ask questions about, or make comments on, the Remuneration Report. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into account in setting remuneration policy for future years.

votes validly cast on Resolution 5 are cast against the FY21 Remuneration Report, Eclipx would receive a “second strike”. In those circumstances, Eclipx would be required to put the Spill Resolution in Resolution 6 to Shareholders at this AGM.

Additional information

Disappointingly, at the 2021 AGM, the FY20 Remuneration Report received a “strike”, predominantly due to the granting of the FY21 Variable Remuneration Options. Since receiving the first strike, the Board has engaged with Shareholders and proxy advisors to further understand, and address, the concerns raised with the FY20 remuneration structure and disclosures set out in the FY20 Remuneration Report.

If you intend to appoint a proxy to vote on your behalf on Resolution 5, please read the voting exclusion statement on page 5 and the ‘Voting by proxy’ section on page 6.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

Resolution 6

As a result of this review, the Board introduced a cap to the share price of $2.20 on the FY21 Variable Remuneration Options for the Executive KMP. This measure was implemented retrospectively by the Board and accepted by Executive KMP in circumstances where they had no obligation to do so. The purpose of the value cap initiative was to ensure that the award limited unintended windfall gains whilst also driving performance, key staff retention and Group sustainability. The Group’s strong financial performance over the period and retention of all recipients of the FY21 Variable Remuneration Options over the vesting period demonstrated the intended outcome of creating Group and shareholder value while securing the leadership of the Group for FY21.

Additionally, the Board has implemented a revised remuneration framework for FY22. The purpose of this is to ensure that executive remuneration reflects a return to a postCOVID-19 operating environment and restructured business. This change continues to be aligned with shareholder value creation and is designed to assist with attracting, motivating and retaining high-quality executives. For details of these changes, and the Board’s response to the strike generally, please refer to the FY21 Remuneration Report.

“Two strikes” rule

Under the Corporations Act, if at least 25% of the votes validly cast on the Resolution to adopt the Remuneration Report at two consecutive AGMs are against the Resolution, Shareholders must be given an opportunity to vote on a “Spill Resolution” (as set out in Resolution 6) at the second AGM. This is known as the “two strikes” rule.

Due to the “two strikes” rule, votes against Resolution 5 may lead to a further meeting of Shareholders to elect Directors.

Eclipx received its “first strike” at the 2021 AGM against its FY20 Remuneration Report. As a result, if at least 25% of the

Spill Resolution (conditional item)

As set out above, Resolution 6 (Spill Resolution) is required to be included in this Notice of Meeting because more than 25% of the votes validly cast on the adoption of the FY20 Remuneration Report were cast against it at the 2021 AGM.

Resolution 6 is a conditional item of business and is subject to the result of Resolution 5. If at least 25% of the votes validly cast on Resolution 5 are cast against the adoption of the FY21 Remuneration Report, then the Company is required to put the Spill Resolution to a vote at the 2022 AGM. If less than 25% of the votes validly cast on Resolution 5 are cast against it, the Spill Resolution will not be put to the AGM.

If the Spill Resolution is put to the AGM, it will only be passed if an ordinary majority (more than 50%) of the votes validly cast on it are in favour of it.

Effect of Spill Resolution if passed

If the Spill Resolution were put to the AGM and passed, an extraordinary meeting of Shareholders to consider the composition of the Board (Spill Meeting) must be held within 90 days after the Spill Resolution is passed.

In that event, pursuant to section 250V(1)(b) of the Corporations Act, the following Directors would cease to hold office immediately before the end of the Spill Meeting (unless they are re-elected at the Spill Meeting):

• › Gail Pemberton

• › Trevor Allen*

• › Linda Jenkinson

• › Russell Shields*

• › Fiona Trafford-Walker*

• › Cathy Yuncken*

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Eclipx Group Limited | Notice of Annual General Meeting 2022

*Assuming that the relevant Directors are elected or re-elected at the 2022 AGM under Resolutions 1 to 4.

The Directors listed above are those who held office on 2 November 2021 when the FY21 Directors’ Report (including the FY21 Remuneration Report) was approved. If any additional Directors were appointed before the Spill Meeting, they would not need to stand for election at the Spill Meeting to remain in office.

Resolutions to appoint individuals to the offices that would be vacated immediately before the end of the Spill Meeting would put to the vote at the Spill Meeting.

Eligibility to stand for election or re-election at the Spill Meeting would be determined in accordance with the Constitution of the Company. Each of the Directors listed above is eligible to stand for re-election at the Spill Meeting and has indicated that he or she intends to seek re-election if a Spill Meeting occurred.

The Spill Meeting, if required, would be subject to a separate notice in accordance with the Constitution of the Company and the Corporations Act.

Additional information

If you intend to appoint a proxy to vote on your behalf on any Spill Resolution put to the AGM, please read the voting exclusion statement on page 5 and the ‘Voting by proxy’ section on page 6.

In deciding how to vote on any Spill Resolution put to the AGM, the Directors suggest that Shareholders consider the following factors:

• › the substantial additional expense which holding a Spill Meeting would cause;

• › the Board’s view that it currently has the right mix of skills and experience;

• › the disruption to the Company which would be caused by changes to the Board composition, when the Company needs to fully focus on meeting the challenges of the current business within the pandemic environment;

• › the Company’s response to the “first strike” received at the 2021 AGM, which is set out at pages 51 of the FY21 Annual Report.

The Directors unanimously recommend that Shareholders vote AGAINST Resolution 6.

Resolution 7

Approval for the Issue of Securities under the Eclipx Group Limited Long-Term Incentive Plan – Exception to ASX Listing Rule 7.1

The Eclipx Group Limited Long-Term Incentive Plan (Plan) has been in place since the Company listed in 2015.

ASX Listing Rule 7.1 prohibits an entity from issuing more than 15% of its securities in any 12-month period without obtaining shareholder approval (unless an exception applies).

ASX Listing Rule 7.2, Exception 13 provides that an issue of securities under an employee incentive scheme will not count towards the 15% placement capacity if, within three years before the issue date, holders of ordinary securities have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. Shareholder approval is being sought for this purpose.

A summary of the terms of the Plan is set out below.

Features	Key Terms	Key Terms
Eligibility	›	Eligibility to participate in the Plan and the number of Awards ofered to each
		participant will be determined by the Board.
	›	Ofers under the Plan may be made to employees of the Company, including
		Executive Directors. However, Non-Executive Directors will not participate in the Plan.
Ofers under the Plan	›	Terms and conditions of ofers, including any vesting conditions, will be set at the
		Board’s discretion and will appear in individual ofer documents.
	›	The Company will provide ofer documentation to eligible employees, which must
		contain the information required by the rules of the Plan (Plan Rules).

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Explantory Memorandum continued

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Features	Key Terms	Key Terms
Form of Awards	›	Participants may be granted Options or Rights (together,Awards) under the Plan.
	›	Each Option is an entitlement to acquire one fully-paid ordinary share in the capital of
		the Company (Share), upon payment of an exercise price (which may be nil), subject
		to the satisfaction of any applicable conditions.
	›	Each Right is an entitlement to acquire one Share, upon the satisfaction of
		applicable conditions.
	›	Awards may be required to be exercised by the participant, in order to be allocated
		the underlying Shares. Alternatively the terms of the Awards may allow for automatic
		exercise following vesting.
	›	The vesting (and, if applicable, exercise) of Awards may, at the Board’s discretion, be
		settled in cash rather than Shares.
	›	The Board also has the discretion to satisfy vested Options (that have an exercise
		price above nil) with a “Share Equivalent Number of Shares” (as defined under the
		Plan Rules) in lieu of the payment of any applicable exercise price. Broadly, the Share
		Equivalent Number of Shares is the number of Shares corresponding to the Options
		that are being exercised on that occasion, less the number of Shares equal in value to
		the applicable exercise price.
Award and exercise price	›	Unless the Board determines otherwise, a participant is not required to pay for a grant
(for Options)		of Awards.
	›	The exercise price of an Option (if any) will be determined by the Board.
Expiry	›	Unless the Board specifies a later date, Awards expire on the 5th anniversary of the
		date of grant of the Award.
Vesting period and conditions	›	The Board in its discretion determines the applicable vesting conditions which apply
		to each ofer, which may include performance and/or service conditions that must be
		satisfied before Awards vest (and, if relevant, become exercisable).
	›	The vesting conditions will be measured and tested over a period determined by the
		Board. The vesting conditions that apply to the FY22 Awards made under the Plan are
		described in the notes to Resolution 8 in this Explanatory Memorandum.
Restrictions on dealing in Awards	›	A participant must not sell, transfer, encumber, hedge or otherwise deal with
		unvested Awards.
	›	Following vesting, dealing in any Shares received is subject to any restrictions that
		apply under the Company’s securities trading policy.

12 Eclipx Group Limited | Notice of Annual General Meeting 2022

Features	Key Terms	Key Terms
Cessation of employment	Unvested Awards:
	›	Generally, if a participant ceases employment due to resignation or termination for
		cause (including gross misconduct), all unvested Awards will lapse on cessation
		of employment.
	›	If a participant ceases employment for any other reason, unvested Awards remain “on
		foot” and will be tested following the end of the original Performance Period, vesting
		to the extent that the relevant vesting conditions have been satisfied. Any Awards
		that vest (and require exercise) must be exercised within 90 days following cessation
		of employment (where Awards vest on cessation) or 90 days following vesting,
		otherwise they will lapse.
	›	The Board also has a broader discretion to apply any other treatment that it deems
		appropriate in the circumstances.
	Vested but unexercised Awards:
	›	If a participant ceases employment due to termination for cause, all vested but
		unexercised Awards will lapse at cessation, subject to the Board’s discretion to apply
		a diferent treatment.
	›	If a participant ceases employment for any other reason, any vested Awards (that
		require exercise) and are not exercised within 90 days following the later of (i)
		cessation of employment (where Awards are vested at cessation); or (ii) the date of
		vesting, will lapse.
Malus and clawback	›	The Board has discretion to amend, reduce or cancel any vested and unvested
		Awards, or to require a participant to make certain repayments, to ensure that no
		unfair benefit is obtained by a participant (e.g. in the event of fraud or dishonesty).
Change of control	›	The Board may determine the change of control treatment that will apply to a
		particular ofer.
	›	If the Board makes no such determination, then upon a change of control, all of a
		participant’s unvested Awards will vest.
	›	The change of control treatment that applies to the FY22 Awards made under the Plan
		are described in the notes to Resolution 8 in this Explanatory Memorandum.
Capital restructures	›	In the event of a capital restructure, bonus issue, rights issue, or other similar event,
		subject to the ASX Listing Rules, the Board may adjust the number of Awards issued
		pursuant to an ofer under the Plan as the Board deems appropriate.
Amendment	›	The Board may amend the Plan in its discretion, provided that no amendment will be
		made to materially reduce the rights of any participant attaching to Awards granted
		prior to the date of the amendment, without the prior consent of the participant.

If the Plan is approved by Shareholders, issues of securities under the Plan over the next three years will fall under ASX Listing Rule 7.2, Exception 13 and will not affect the Company’s ability to separately issue up to 15% of its total ordinary securities in any 12-month period without having to obtain shareholder approval.

If Shareholders do not approve Resolution 7, the issue of securities under the Plan will be included in calculating the Company’s 15% capacity in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue of any securities under the Plan.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Explantory Memorandum continued

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An approval under this Resolution is only available to the extent that:

between Shareholders and executives. The Plan has been designed to:

• › the number of equity securities issued under the Plan does not exceed the maximum number of securities proposed to be issued as set out in Resolution 7; and

• › there is no material change to the terms of the Plan.

• › assist in the motivation, retention and reward of key executives; and

• › align the interests of participants with the interests of Shareholders of Eclipx.

For the purposes of ASX Listing Rule 7.2, Exception 13, the following information is provided:

Other members of senior management, selected by the Board, have been granted equity incentive awards under the Plan on similar terms to Mr Russell.

• › a summary of the key terms of the Plan is set out above.

• › a total of 3,451,666 Rights and 61,994,829 Options have been issued under the Plan since it was last approved at the Company’s AGM on 22 February 2018.

• › the maximum number of equity securities proposed to be issued under the Plan following the approval is 6,132,182.

• › a voting exclusion statement is included on page 5 of the Notice.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

Considerations in determining the number of proposed Rights

In determining the number of Rights to be granted to Mr Russell, the Board considered the:

• › experience of Mr Russell;

• › desired value of the long-term incentive component as a proportion of total potential remuneration for Mr Russell;

• › current market price of the Eclipx shares; and

• › current market practice.

Resolution 8

Grant of Rights under the Eclipx Group Limited Long-Term Incentive Plan for FY22 – Mr Julian Russell

Background

Resolution 8 deals with the proposed grant of Rights to Mr Julian Russell under the Plan for FY22.

The Company has agreed, subject to obtaining Shareholder approval, which is being sought under Resolution 8, to grant 274,510 Rights (Rights) to Mr Russell in respect of the long-term incentive component of his remuneration for FY22.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires the Company to obtain the approval of ordinary Shareholders to issue equity securities under an employee incentive scheme to a Director of the Company. Mr Russell is not a Director of the Company. However, the Company is voluntarily seeking Shareholder approval for the grant of the Rights to Mr Russell in the interests of good governance.

Purpose of the Plan

The Board considers that the grant of Rights under the Plan is an important tool in rewarding, retaining and incentivising employees of the Company and increasing goal alignment

The number of Rights to be granted has been calculated by dividing the value of Mr Russell’s long-term incentive opportunity for FY22, valued at $700,000 by $2.55, being the volume-weighted average price of a Share over the five trading days following announcement of the Company’s FY21 full-year results.

The Directors recommend that Shareholders vote in favour of Resolution 8 for the reasons set out below:

• a) The Directors consider that it is important for the Company to be able to attract and retain experienced executives and that the proposed grant of Rights to Mr Russell are appropriate taking into account his level of experience and contribution to the Company.

• b) The Directors consider that the grant to Mr Russell is appropriate to:

• motivate Mr Russell to pursue long-term growth and success of the Company (within an appropriate control framework);

• align the interests of Mr Russell with the long-term interests of the Company’s Shareholders;

• align the interests of Mr Russell with senior management; and

14 Eclipx Group Limited | Notice of Annual General Meeting 2022

– ensure a clear correlation between performance and remuneration, in accordance with the Company’s remuneration policy.

• c) The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th ed.) note that equity-based remuneration can be an effective form of remuneration for executives.

Details about the proposed grant of Rights to Mr Russell

If Shareholder approval is obtained, Mr Russell will be granted 274,510 Rights under the Plan.

Each Right is an entitlement to receive one Share (or a cash payment of equivalent value), subject to the satisfaction of the applicable performance and service-related conditions.

performance measure for the LTI award that is fit-for-purpose at this time. Notwithstanding this, the Board will review the performance measures annually and will incorporate other performance measures in the future, if appropriate to do so.

The performance period will be the period commencing 1 October 2021 and ending 30 September 2024. As the Company’s full-year results are not typically finalised until November each year, the final number of Rights that vest will be determined in or around November 2024. Vesting will also be subject generally to Mr Russell’s continued employment with the Company.

Any Rights that do not vest following testing of the vesting conditions will lapse.

The EPS hurdle

Rights do not carry any dividend or voting rights, or in general, a right to participate in other corporate actions such as bonus issues.

Rights are not transferable (except in limited circumstances or with the consent of the Board).

The Rights will vest to the extent that the Board determines the vesting conditions are satisfied when tested following the end of the performance period (anticipated to occur in or around November 2024).

The Rights are granted for nil financial consideration and the exercise price is nil.

Following vesting, Rights will be exercisable from the date of vesting until the fifth anniversary of the grant date. Any Rights that have not been exercised by the fifth anniversary of the grant date will expire.

Vesting Conditions

Vesting of Rights is subject to the achievement of an absolute Earnings Per Share ( EPS ) hurdle, based on the Company’s growth in basic cash EPS over the three-year performance period.

By way of background, the Board and its external advisors undertook a comprehensive review of the Executive Remuneration Framework in FY21. As part of this the Board considered several alternative LTI performance measures. This review concluded that EPS continues to be the best

Broadly, cash EPS measures the earnings generated by the Company attributable to each Share on issue adjusted for certain accounting and non-recurring items.

The percentage of Rights that vest, if any, will be determined based on the Company’s compound annual growth in cash EPS over the Performance Period by reference to the “base year” cash EPS. Due to the impact of COVID-19, the Board has concluded that there is a need for re-basing adjustments to be made to the FY22 grant. These adjustments are intended to ensure that FY21 cash EPS reflects a normalised operating environment, and that appropriate EPS base and growth targets for the FY22 LTI grant are set.

In this context NPATA adjustments will be made by substituting the FY21 provision releases and end of lease income with the FY19 equivalent metrics, the last financial period of a normal environment prior to COVID-19. This will result in a $31 million post tax adjustment at the NPATA level, lowering the FY22 reference NPATA from $86 million to $55 million. This re-base will apply to both to the FY22 award, and any applicable awards on foot with an FY21 EPS performance measurement.

The compound annual growth in cash EPS achieved over the three-year performance period (stated as a percentage) will determine the proportion of the Rights that vest.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Explantory Memorandum continued

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The Rights will vest as follows:

Growth in the Company’s cash EPS
from FY21 to FY24 (based on the
adjusted cash EPS for FY21)		% of Rights that vest
Below 2.5% compound annual growth		Nil
At 2.5% compound annual growth		50%
Between 2.5% and 6.5% compound		Straight line vesting between 50% and 100%
annual growth
At or above 6.5% compound		100%
annual growth

No re-testing

Rights are not eligible for re-testing. Any Rights that do not vest following the end of the performance period will lapse immediately.

Allocation of shares following vesting

Subject to Mr Russell’s continued employment, the relevant number of Rights will vest and will become exercisable following the end of the performance period, and one Share will be allocated for each vested and exercised Right. The Company’s obligation to allocate Shares on exercise may be satisfied by issuing new Shares or acquiring Shares on-market.

The Board has the discretion to satisfy vested Rights in cash.

Remuneration package

Set out below are details (including the amount) of Mr Russell’s total remuneration package for FY22:

Remuneration component		Amount
Fixed Remuneration		$720,531.40 (inc. superannuation guarantee)
Short-term incentive		Maximum of $595,000 paid as equity and deferred for a period of 12 months after the
		initial 12-month performance period.
Long-term Incentive		Maximum of $700,000

Additional terms of the Rights

• › Any shares issued pursuant to the vesting of Rights will, subject to the Constitution of the Company, rank in all respects (other than in respect of dividends, rights issues or bonus issues declared prior to allotment) pari passu with the existing Shares at the date of issue and allotment.

• › The Rights will not be quoted on the ASX. The Company intends to apply to the ASX for quotation of any Shares issued on conversion of the Rights.

• › On a 50% change of control, all unvested Rights will vest and be automatically exercised, subject to the Board determining that an alternative treatment should apply. A 50% change of control occurs where, as a result of any event or transaction, a new person or entity becomes entitled to more than 50% of the Shares.

• › Where a transaction or event, other than a 50% change of control, occurs which, in the opinion of the Board should be treated as a change of control for the purposes of the Plan, the Board has the discretion to determine the treatment of the Rights, including the timing of such treatment and the level of vesting.

• › Additional terms of the Rights proposed to be granted to Mr Russell are set out in the notes to Resolution 7 in this Explanatory Memorandum.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Additional information provided for the purposes of the ASX Listing Rules

• › The number of securities that have previously been issued to Mr Russell under the Plan are set out below. All securities issued previously to Mr Russell have been in the form of Options granted for nil consideration.

		Options				Fair value		Total fair value
Grant date		granted		Strike price		per option		of award
04/04/20		4,402,516		$0.75		$0.14		$611,950
04/04/20		5,147,059		$0.85		$0.12		$602,206
27/11/19		4,590,164		$1.63		$0.31		$1,400,000
24/05/19		6,363,636		$1.20		$0.22		$1,400,000

• › For the current grant to Mr Russell the Company is using Rights. Rights create share price alignment between executives and ordinary Shareholders but do not provide Mr Russell with the full benefits of share ownership (such as dividend and voting rights) unless and until the Rights vest.

• › If Shareholder approval is provided, the Company expects to grant the Rights shortly after the AGM, but in any event, no later than 3 years after the AGM.

• › If the proposed Awards are not approved by Shareholders, the Board will consider whether there are alternative arrangements to more appropriately remunerate and incentivise Mr Russell.

• › A summary of the material terms of the Plan is set out in the notes to Resolution 7 in this Explanatory Memorandum.

• › There is no loan attaching to the offer under the Plan.

• › Details of any securities issued under the Plan will be published in the Company’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under listing rule 10.14.

• › Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice of Meeting will not participate until approval is obtained under that rule.

Resolution 9

Approval to exceed 10/12 buy-back limit

Background and reasons for the buy-back

As initially announced in the Company’s 1H21 results, the combination of a strengthened debt position, a better liquidity profile and a stronger overall performance has enabled Eclipx to accelerate its capital management strategy, six months ahead of internal targets.

Eclipx is a beneficiary of the Australian Federal Budget’s instant asset write-off policy. It will, therefore, not make Australian tax instalments for the foreseeable future. Accordingly, Eclipx will not accrue franking credits, nor does it have distributable franking credits today. As a result, Eclipx has concluded that an on-market buy-back is the most efficient form of capital distribution to Shareholders.

Against this background, on 6 May 2021, the Company announced an inaugural share buy-back. At the time, it was announced that the size of the buy-back program would be up to $20 million and was expected to complete during 2H21.

On 20 August 2021, the Company announced that it would increase the share buy-back program by an incremental $20 million and on 3 November 2021, the Company further announced that it would increase the share buy-back by an additional $16 million, bringing the total capital return to Shareholders to up to $56 million over the course of the buy-back.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

Owing to the solid organic capital generation experienced to date, on 3 November 2021, the Company also announced its intention to target a share buy-back capital pay-out ratio (CPR) of 55-65% NPATA going forward.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

Explantory Memorandum continued

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Reason for requiring Shareholder approval

Under the Corporations Act, the Company is limited to buying back up to 10% of the smallest number of shares on issue at any time in any 12-month period ( 10/12 Limit ).

Directors’ interests

As at the date of this Notice of Meeting, the following Directors have an interest in the buy-back program, as they hold shares in the Company:

As the Board and Management continue to believe that a return of capital to Shareholders is best achieved through an on-market share buy-back and cancellation, this Resolution is proposed to give the Company the flexibility to buy back further Shares beyond the 10/12 Limit over the 12-month period following the end of the AGM.

If Resolution 9 is passed, the Company will be authorised to buy back up to 38 million shares in the Company in the 12-month period following the approval of Resolution 9. This would represent approximately 12% of the Company’s 306 million shares on issue as at 20 December 2021 (being the last practicable day prior to the finalisation of this Notice of Meeting).

Terms and offer price

The usual rules for settlement of transactions which occur on market on the ASX will apply in respect of the shares acquired under the buy-back. Shares which are bought back will be cancelled immediately upon settlement of the trade.

The buy-back commenced on 6 May 2021 and remains open until the limit set out in this Resolution is reached, or the Board determines otherwise.

The price to be paid by the Company for shares purchased under the buy-back will be the then-prevailing market price of the shares on the ASX. In accordance with ASX Listing Rule 7.33, the Company may only buy back shares at a price which is not more than 5% above the volume-weighted average market price for the shares, calculated over the last five days on which sales in the shares were recorded before the day on which the purchase under the buy-back was made.

To provide an indication of the recent market prices, the closing price of the Company’s shares on 20 December 2021 was $2.09. The table below sets out the highest and lowest market sale prices for shares on the ASX during the previous three months:

Director		Number
Gail Pemberton		428,545
Trevor Allen		189,846
Linda Jenkinson		3,258
Russell Shields		285,647
Fiona Traford-Walker		–
Cathy Yuncken		–

Financial effect of the buy-back

As the buy-back would result in the cancellation of shares, it would have the effect of reducing the Company’s share capital.

Extending the buy-back is not expected to:

• › pose any significant disadvantage to Shareholders;

• › materially prejudice the Company’s ability to pay its creditors; or

• › result in a material change in the control of or liquidity in the Company’s shares.

The buy-back will be funded with the Company’s excess cash reserves and debt facilities. Eclipx intends to proceed with buy-backs beyond the 10/12 Limit under this approval only if there is no alternative use of capital that would otherwise generate a superior return on capital, including for example, organic growth beyond internal forecasts or acquisition opportunities.

As stated above, the Company does not currently have any distributable franking credits. The buy-back is therefore not expected to impact on the level of franking credits to be expended.

Month	High		Low
November	$2.58		$2.15
October	$2.50		$2.35
September	$2.47		$2.16

18 Eclipx Group Limited | Notice of Annual General Meeting 2022

Advantages and disadvantages of the buy-back

The potential advantages of the buy-back include the following:

• › the buy-back is an efficient form of capital distribution to Shareholders; and

• › by reducing the number of shares on issue, the buy-back is likely to be accretive to overall earnings per share.

The potential disadvantages of the buy-back include the following:

• › the buy-back will reduce the Company’s available cash, which may adversely impact its ability to generate return on capital, including for example, organic growth beyond internal forecasts or acquisition opportunities; and

• › the buy-back will result in a reduction in the number of shares on issue, which may decrease liquidity of the Company’s shares on the ASX.

Additional information for Shareholders

• › A copy of the Company’s latest audited financial statements is available in the FY21 Annual Report.

• › Information about the Company’s current share price and any additional information required by the ASX’s Listing Rules are available on the Company’s website at: www.eclipx.com.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

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Eclipx Group Limited | Notice of Annual General Meeting 2022

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Level 6, 601 Pacific Highway, St Leonards, NSW 2065 T: +61 2 8973 7272 | F: +61 2 8973 7171 info@eclipx.com www.eclipx.com