FLEETPARTNERS GROUP LIMITED — Major Shareholding Notification 2015

Nov 10, 2015

BCM/DS Partner: Direct line: 02 9258 6873

11 November 2015

Company Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney, NSW 2000

Ashurst Australia Level 26 181 William Street Melbourne VIC 3000 Australia

GPO Box 9938 Melbourne VIC 3001 Australia

Tel +61 3 9679 3000 Fax +61 3 9679 3111 DX 388 Melbourne www.ashurst.com

Dear Sir/Madam

Substantial holding interests in Eclipx Group Limited ACN 131 557 901

We act for the Ironbridge Funds identified in the attached substantial holding notice (Ironbridge Funds) which is provided to ASX for release. This letter is provided to assist the market to interpret the substantial holding notice.

The Ironbridge Funds are the registered holders of 97,554,658 shares.

Additionally, the Ironbridge Funds have a 'technical' relevant interest in 12,679,215 shares that Eclipx has a relevant interest in because the voting power of the Ironbridge Funds in Eclipx is above 20% of the total voting power in Eclipx.

As was announced earlier by Eclipx, the Ironbridge Funds have today sold 37,974,684 shares pursuant to an underwritten block trade which will settle on Monday 16 November. This sale is not reflected in the attached Form 604 and a further change in substantial holding notice will be lodged in due course.

Your faithfully

Ashort Awatraliz

Ashurst Australia

AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN PAPUA NEW GUINEA SAUDI ARABIA (ASSOCIATED OFFICE) SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Eclipx Group Limited
ACN/ARSN	131 557 901
1. Details of substantial holder (1)
Name	Ironbridge Capital II A Pty Limited ACN 120 210 175 as trustee for the Ironbridge Fund II A
	Ironbridge Capital II B Pty Limited ACN 120 210 157 as trustee for the Ironbridge Fund II B
	Clantern Holdings B.V.
	Clantern Holdings N.V.
	Ironbridge Capital II GP Limited, acting in its capacity of general partner of Ironbridge Fund II LP
	Ironbridge II Luxembourg Holdings S.a.r.l.
	(Ironbridge Group)
ACN/ARSN (if applicable)	See above
There was a change in the interests of the
substantial holder on	11/11/2015
The previous notice was given to the company on	23/04/2015
The previous notice was dated	23/04/2015

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice Present notice
	Person's votes __	Voting power (5)	Person's votes ----------------	Voting power (5)
Ordinary shares	121.755.069	150.7% ----	110.233.873	45.89%

$3.$ Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

				---------------------------
Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected _________	Person's votes affected

604 page 2/3 15 July 2001

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Ironbridge Capital II A Pty Limited as ltrustee for the Ironbridge Fund II A	Ironbridge Capital II A Pty Limited as trustee for the Ironbridge Fund lii A	Ironbridge Capital II A Pty Limited as trustee for the fronbridge Fund II A	Relevant interest in ordinary shares in Eclipx Group Limited under s608(1)(a) of the Corporations Act.	16,806,962 ordinary shares in Eclipx Group Limited	16,806,962
Ironbridge Capital II B Pty Limited as ltrustee for the Ironbridge Fund II B	Ironbridge Capital II B Pty Limited as trustee for the Ironbridge I Fund II B	Ironbridge Capital II B Pty Limited as trustee for the Ironbridge Fund II B	Relevant interest in ordinary shares in Eclipx Group Limited under s608(1)(a) of the Corporations Act.	16,806,961 ordinary shares in Eclipx Group Limited	16,806,961
Clantern Holdings B.V.		Clantern Holdings B.V. Clantern Holdings B.V.	Relevant interest in ordinary shares in Eclipx Group Limited under s608(1)(a) of the Corporations Act.	32,097,473 ordinary shares in Eclipx Group Limited	32,097,473
Clantern Holdings N.V.		Clantern Holdings N.V. Clantern Holdings N.V.	Relevant interest in ordinary shares in Eclipx Group Limited under s608(1)(a) of the Corporations Act.	31,843,262 ordinary shares in Eclipx Group Limited	31,843,262
Ironbridge Group	Annexure A.	These holders listed in These holders listed in lAnnexure A.	Deemed relevant interest under section 608(3)(a) of the Corporations Act in shares which Eclipx Group Limited has a relevant interest under section $ 608(1)(c) $ of the Corporations Act. Details of the nature of the relevant interest Eclipx Group Limited has in these shares lis described in a form 604 notice of change of interests of substantial holder lodged by Eclipx Group Limited with ASX on 11 November 2015.	12,679,215 ordinary Ishares	12,679,215

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Ironbridge Capital II A Pty Limited as trustee for the Ironbridge Fund II A	Level 17, 1 Bligh Street, Sydney NSW 2000
Ironbridge Capital II B Pty Limited as trustee for the Ironbridge Fund II B	Level 17, 1 Bligh Street, Sydney NSW 2000
Clantern Holdings B.V.	Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands
Clantern Holdings N.V.	Koningsstraat 97 1000, Brussels, Belgium
Ironbridge Capital II GP Limited, acting in its capacity of general partner of Ironbridge Fund II LP	89 Nexus Way, Camana Bay, Grand Cayman KYI-9008, Cayman Islands
Ironbridge $\parallel$ 11 Luxembourg Holdings lS.a.r.l	6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of Luxembourg
Registered Holders listed in Annexure A	c/o - Level 32, 1 O'Connell Street, Sydney, NSW, 2000

Signature

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. A corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy (a) of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, $(7)$ become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".

237507366.01

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eonge 4/3 15 July 2001
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ECLIPX GROUP LIMITED (ACN 131 557 901)

ANNEXURE A

This Annexure A of 1 page, referred to in Form 604 -- Notice of change of interests of substantial holder

No.	Registered Holder of securities
1.	Shaun McGowan Investments Pty Ltd (ACN 147 403 236) ATF McGowan Investment Trust
2.	Teffom Holdings Pty Ltd (ACN 147 397 144) ATF Teffom Holdings Trust
3 1	Ritchie Investments Pty Ltd (ACN 601 913 508) ATF Ritchie Trust
4.	Albert Sai Lok Ho
5.	Paul Verhoeven
6.	Jason Muhs
7.	TC Seivad Pty Ltd (ACN 132 478 570) ATF TC Seivad Trust
8.	Mount Private Hospital Pty Ltd ATF ST Woolley Family Trust
9.	Solium Nominees (Australia) Pty Ltd (ABN 18 600 142 541) (as the registered holder of 6,425,000 Loan Shares)