FLEETPARTNERS GROUP LIMITED — Major Shareholding Notification 2015

Nov 10, 2015

Form 604 Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Eclipx Group Limited 131 557 901
ACN/ARSN
1. Details of substantial holder (1) Name	Eclipx Group Limited	and the persons named in Annexure A
ACN/ARSN (if applicable)	131 557 901
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated		11/11/2015 23/04/2015 22/04/2015

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:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
lOrdinarv shares	121.755.069	150.7%	12 679 215	15.3%

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
11/11/2015	Eclipx Group Limited	Release of shares under voluntary escrow arrangements resulting in Eclipx ceasing to have a liechnical 'relevant interest' in I lthese shares under section [608(1)(c) of the Corporations Act 2001 (Cth).		1109 075,854 ordinary shares in Eclipx Group Limited	45.4%

4. Present relevant interests

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

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
Eclipx Group Limited	Those holders listed in lAnnexure B	Those holders listed in lAnnexure B	Restrictions on the disposal of shares under the voluntary escrow arrangements and loan share arrangements that were disclosed in Eclipx Group Limited's prospectus dated 26 March 2015 lodged by Eclipx Group Limited and Eclipx SaleCo Limited (Prospectus) give Eclipx Group Limited a technical 'relevant interest' in its own shares under section 608(1)(c) of the Corporations Act. Eclipx Group Limited has no right to acquire these shares or to control the voting rights attaching to these shares. The loan share arrangements are described in the Prospectus.	12,679,215 ordinary shares $ _{5.3\%}$ in Eclipx Group Limited

5. Changes in association

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
Eclipx Group Limited and the persons named in Annexure A	Level 32, 1 O'Connell Street Sydney NSW 2000
Registered Holders listed in Annexure B	c/o - Level 32, 1 O'Connell Street Sydney NSW 2000

Signature

DIRECTIONS

• 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 $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ 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.
• 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". $(8)$
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Annexure A Eclipx Group Limited (ACN 131 557 901)

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

Notice of change of interests of substantial holder

Annexure B Eclipx Group Limited (ACN 131 557 901)

This is Annexure B of 1 page referred to in form 604 - Notice of change of interests of substantial holder

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Matt Sinnamon print name	Company Secretary capacity
sign here	11/11/15 date
Registered Holder of securities
Shaun McGowan Investments Pty Ltd (ACN 147 403 236) ATF McGowan Investment Trust
Teffom Holdings Pty Ltd (ACN 147 397 144) ATF Teffom Holdings Trust
Ritchie Investments Pty Ltd (ACN 601 913 508) ATF Ritchie Trust
Albert Sai Lok Ho
Paul Verhoeven
Jason Muhs
TC Seivad Pty Ltd (ACN 132 478 570) ATF TC Seivad Trust
Mount Private Hospital Pty Ltd ATF ST Woolley Family Trust
Solium Nominees (Australia) Pty Ltd (ABN 18 600 142 541) (as the registered holder of 6,425,000 Loan Shares)