FLEETWOOD LIMITED — Share Issue/Capital Change 2012

May 8, 2012

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 1/7/96. Origin: Appendix 5. Amended 1/7/98. 1/9/99. 1/7/2000. 30/9/2001. 11/3/2002. 1/1/2003. 24/10/2005.

Name of entity

Fleetwood Corporation Limited

ARN

69 009 205 261

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, amount the outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid

47.128

⁺ See chapter 19 for defined terms.

4	Do the +securities rank equally in all respects from the date of allotment 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 for the participate 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 interest or	Yes
	payment
5	Issue price or consideration	13,188 @ \$8.30 Employee Share Options 10,700 @ \$4.20 Employee Share Options 12,000 @ \$6.00 Employee Share Options 11,240 @ \$8.02 Employee Share Options
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Options.	Shares issued pursuant to exercise of Employee
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	9 May 2012
8	Number + class οf all and +securities quoted on ASX (including the securities in clause 2 if applicable	Number 59,217,793	+Class Ordinary
9	Number of and + class all *securities not quoted on ASX the securities (including in clause 2 if applicable)	Number Balance on issue 1,979,112 521,987	+Class Employee Share Options Executive Share Options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	dividends.	All new ordinary shares issued are entitled to future

$+$ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11	security holder approval ls required?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the +securities will be offered
14	+ Class of + securities to which the offer relates
15	determine +Record date to entitlements
16	Will different holdings on registers (or subregisters) be calculating aggregated for 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 issue 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

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Amount of any handling fee 24 payable to brokers who lodge acceptances or renunciations on behalf of +security holders If the issue is contingent on 25 *security holders' approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled If the entity has issued options, 27 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 applicable) Date rights trading will end (if 29 applicable) 30 How do +security holders sell their entitlements in full through a broker? $31$ How do +security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

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)	$ \downarrow $ Securities described in Part 1
	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 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

⁺ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the date of allotment 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 $\bullet$ 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)

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

Number	+Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
• $\overline{2}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, 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.

Sian here:

	Date: 9 May 2012
(Company secretary)

Print name: Bradley Denison

⁺ See chapter 19 for defined terms.