FLEETPARTNERS GROUP LIMITED — Proxy Solicitation & Information Statement 2019

Jan 9, 2019

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ABN 85 131 557 901

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

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

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Eclipx Group Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting the Chairman of the as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 4:00pm (Sydney time) on Monday, 11 February 2019 at the Marble Room, Radisson Blu Plaza Hotel, 27 O’Connell Street, Sydney, NSW, 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 3, 4 and 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below for Resolutions 3, 4 and 5 you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of the relevant Resolution, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Re-election of Director – 5 Issue of Rights and Options under the Eclipx Mr Trevor Allen Group Limited Long-Term Incentive Plan for FY19 – Mr Garry McLennan

• 2 Re-election of Director – Mr Russell Shields

• 3 Remuneration Report

• 4 Issue of Rights and Options under the Eclipx Group Limited Long-Term Incentive Plan for FY19 – Mr Doc Klotz

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• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

ECX PRX1901C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

LODGEMENT OF A PROXY FORM

YOUR NAME AND ADDRESS

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 4:00pm (Sydney time) on Saturday, 9 February 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Proxy Forms may be lodged using the reply paid envelope or:

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chairman of the Meeting will become your proxy in respect of that resolution.A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

PROXY VOTING BY THE CHAIRMAN OF THE MEETING

BY MOBILE DEVICE

QR Code

On a poll, the Chairman of the Meeting will vote directed proxies as directed and may vote undirected proxies as the Chairman of the Meeting sees fit. If Our voting website is designed specifically the Chairman of the Meeting is your proxy or becomes your proxy by default, for voting online. You can now lodge and you do not provide voting directions, then by submitting the proxy form your proxy by scanning the QR code you are expressly authorising the Chairman of the Meeting to exercise your adjacent or enter the voting link proxy on resolutions that are connected directly or indirectly with the www.linkmarketservices.com.au remuneration of KMP. your mobile device. Log in using the Holder Identifier and postcode for your VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT shareholding. You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the BY MAIL boxes on the items of business, your proxy may vote as he or she chooses.  If you mark more than one box on an item your vote on that item will be invalid. Eclipx Group Limited C/- Link Market Services Limited If you wish to appoint a Director (other than the Chairman) or other member of Locked Bag A14 KMP or their closely related parties as your proxy, you must specify how they should vote on Resolutions 3, 4 and 5 by marking the appropriate box (either Sydney South NSW 1235 for/against/abstain). If you do not specify how your proxy should vote, your Australia proxy will not be able to exercise your vote for Resolutions 3, 4 and 5. APPOINTMENT OF A SECOND PROXY  BY FAX +61 2 9287 0309 You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you Form may be obtained by telephoning the Company’s share registry or you  BY HAND may copy this form and return them both together. 1A Homebush Bay Drive To appoint a second proxy you must: Rhodes NSW 2138 (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that or form. If the appointments do not specify the percentage or number of Level 12 votes that each proxy may exercise, each proxy may exercise half your 680 George Street votes. Fractions of votes will be disregarded; and Sydney NSW 2000 (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. BY MAIL  Eclipx Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

APPOINTMENT OF A SECOND PROXY  BY FAX +61 2 9287 0309 You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you Form may be obtained by telephoning the Company’s share registry or you  BY HAND delivering it to Link Market Services Limited may copy this form and return them both together. 1A Homebush Bay Drive To appoint a second proxy you must: Rhodes NSW 2138 (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that or form. If the appointments do not specify the percentage or number of Level 12 votes that each proxy may exercise, each proxy may exercise half your 680 George Street votes. Fractions of votes will be disregarded; and Sydney NSW 2000 (b) return both forms together. SIGNING INSTRUCTIONS* * During business hours (Monday to Friday, 9:00am–5:00pm)

• During business hours (Monday to Friday, 9:00am–5:00pm)

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.