FLEETPARTNERS GROUP LIMITED — Capital/Financing Update 2019

Jun 6, 2019

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

Eclipx Group Limited (Eclipx) (ASX: ECX)

ABN

85 131 557 901

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	Retention Options (unquoted) Retention Rights (unquoted)
	845,411 Retention Options (November 2019) 845,411 Retention Options (May 2020) 156,250 Retention Rights (November 2019) 156,250 Retention Rights (May 2020)

• 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)

Retention Options Each Retention Option is a right to acquire a fully paid ordinary share on a one-for-one basis at the exercise price (or to receive the cash equivalent value), subject to a vesting condition based on continued employment until the applicable vesting date. November 2019 Retention Options  Vesting date: 15 November 2019  Exercise price: $1.20  Exercise period: Commencing on the day following the vesting date and ending on 15 May 2021  Expiry date: 15 May 2021 May 2020 Retention Options  Vesting date: 15 May 2020  Exercise price: $1.20  Exercise period: Commencing on the day following the vesting date and ending on 15 May 2021  Expiry date: 15 May 2021 Retention Rights Each Retention Right is a right to acquire a fully paid ordinary share on a one-for-one basis for nil consideration (or to receive the cash equivalent value), subject to a vesting condition based on continued employment until the applicable vesting date. November 2019 Retention Rights  Vesting date: 15 November 2019  Exercise period: Commencing on the day following the vesting date and ending on 15 May 2021  Expiry date: 15 May 2021 May 2020 Retention Rights  Vesting date: 15 May 2020  Exercise period: Commencing on the day following the vesting date and ending on 15 May 2021  Expiry date: 15 May 2021 If a change of control transaction involving more than 50% of Eclipx’s issued shares occurs, all unvested Retention Options and Retention Rights will vest in full, subject to the Board determining that a different treatment should apply.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all 1. N/A respects from the[+] issue date with an 2. N/A 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 5 Issue price or consideration

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Retention Options and Retention Rights are issued for nil financial consideration under the Eclipx Group Limited Long Term Incentive Plan (ECX LTIP). The exercise price for the Retention Options is $1.20 and there is nil exerciseprice for the Retention Rights.
	The Retention Options and Retention Rights were offered to certain Executives of Eclipx as a retention mechanism following the appointment of new CEO, Julian Russell on 13 May 2019. The Retention Options provide an exercise price of $1.20, being the same strike price as options issued to Julian Russell.
	No
	N/A
	N/A
	N/A

6e Number of[+] securities issued with N/A security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an N/A exception in rule 7.2 6g If[+] securities issued under rule 7.1A, N/A 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 N/A 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 N/A capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 31 May 2019 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 Number +Class 8 Number and[+] class of all[+] securities 319,636,693 Fully paid ordinary shares quoted on ASX ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	485,000 700,000 532,500 2,240,000 312,500 1,000,000 5,150,000 685,000 3,370,000 950,000 415,000 316,000 1,264,000 200,000 300,000 845,000 4,020,000	Non-Executive Director Options (2.65 Exp. 21/04/2020) FY15 LTI Options ($2.30 Exp. 21/04/2020) FY16 LTI PRF Rights (Exp. 10/11/2020) FY16 LTI Options ($3.06 Exp. 10/11/2020) PRF Rights (Exp. 19/05/2021) FY17 LTI Options ($3.8048 Exp. 04/09/2021) FY17 LTI Options ($3.60 Exp 4/11/2021) FY17 LTI PRF Rights (Exp. 4/11/2021) FY18 LTI Options ($4.18 Exp. 8/11/2022) FY18 LTI PRF Rights (Exp. 8/11/2022) PRF Rights (Exp. 18/12/2022) FY18 LTI PRF Rights (Exp. 8/11/2022) FY18 LTI Options ($4.18 Exp. 8/11/2022) SRV Rights (Exp. 16/8/23) Options ($2.05 Exp. 16/8/23) FY19 LTI PRF Rights (Exp. 16/12/2023) FY19 LTI Options ($2.54 Exp. 16/12/2023)

935,000 2,320,000 580,000 7,232,143 845,411 845,411 156,250 156,250	FY19 LTI SRV Rights (Exp. 16/12/2023) FY19 LTI Options (2.54 Exp. 16/12/2023) FY19 LTI PRF Rights (Exp. 16/12/2023) FY19 Special Options (Exp. 23/05/2023) November 2019 Retention Options (Exp. 15/05/2021) May 2020 Retention Options (Exp. 15/05/2021) November 2019 Retention Rights (Exp. 15/05/2021) May 2020 Retention Rights (Exp. 15/05/2021)

10 Dividend policy (in the N/A case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates

• See chapter 19 for defined terms.

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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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

27 If the entity has issued options, N/A 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 N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do security holders sell N/A their entitlements in full through a broker? 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date 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

(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

• See chapter 19 for defined terms.

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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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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 +quotation is sought

• 39 +Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in 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

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)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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.

Sign here: Date: 7 June 2019 Company Secretary

Print name: Matthew Sinnamon

• See chapter 19 for defined terms.

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