MALLESONS STEPHEN JAQUES

13 December 2006

$\mathcal{L}{\mathcal{S}{\mathcal{S}}}$

Company Announcements Manager Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Fax 1900 999 279

Dear Sirs

$\overline{1}$

FlexiGroup Limited

We attach an ASIC Form 603 issued by FlexiGroup Limited ("FlexiGroup") and its subsidiaries under Part 6C.1 of the Corporations Act 2001 (Cwlth) in relation to shares in FlexiGroup.

Yours sincerely

Meliosa Jones

Melissa Jones Solicitor Direct line +61 2 9296 2459 Direct fax +61 2 9296 3999 Email [email protected]

Meredith Paynter Partner Direct line +61 2 9296 2277 Direct fax +61 2 9296 3999 Email [email protected]

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia DX 113 Sydney ABN 22 041 424 954 [email protected] www.mallesons.com

T+61 2 9296 2000 F+61 2 9296 3999

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Form 603

Corporations Act 2001
Section 671B

Notice of initial substantial holder

To, Company Name/Scheme	_F lexiG roup
ACN/ARSN	122 574 5B3
1. Details of cubstantial holder (1)
Name	FlexiGroup Limited and its subsidiaries as set out in Annexure A
ACN/ARSN (If applicable)	122 574 583
The holder became a substantial holder on	11/12/2006

2. Details of 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 on the data the substantial holder

Class of securities (4) Number of securities Ordinary B2,929 463	Person's votes (5) 82,929,463	Voting power (6) 38.93%
---------------------------------------------------------------------------	----------------------------------	----------------------------

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are
as follows:

Holder of relevant interest	Nature of relevant Interest (7)
FlexiGroup Limited	Shares issued to various parties as set out in Annexure B subject to escrow arrangements. The pro forma escrow deeds are attached as Annexure C (escrow period ends two business days after the date on which FlexiGroup Limited announces to ASX its results for financial year 2007), Annexure D (escrow period ends two business days after the date on which FlexiGroup Limited announces to ASX Its results for financial year 2010), Annexure E (the escrow period in relation to half the shares ends 11 December 2007 and the escrow period in relation to the remaining shares ends 11 December 2008) and Annexure F (deed varying the terms of the existing escrow deeds),	Class and number of securities 82,929,463 ordinary

4. Details of present registered holders

The persons registered as holders of the securities referred to in peragraph 3 above are as follows;

Holder of relevant	Registered holder of
Inforest Flex Group Limited	securities	Person entitled to be r registered as holder (8)	Class and number of securities
	See Annexure B	See Annexure B	82,929,463 ordinary

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5. Consideration

The consideration paid for each relevant interest referred to in paracraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideraton (9)		Class and number of securities
		Cash	Non-Cash
FlexiGroup Limited	11/12/2006		Flex Group Limited has not paid any consideration for its relevant Interest in the shares as it arises under escrow arrangements (See Annexures C, D, E and F)	82,929,463 ordinary

6. Ascoclates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (If applicable)	_ Nature of association _____
See Annexure A (Subsidiaries of FlexiGroup Limited)	Subsidiary of Flex(Group Limited

7. Addresses

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

Name	Address
See Annexures A and G

Signature

print name	Paul McMahon ---	Company Secretary capacity ---- ---
sign here	----	date 13/12/2006 --

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 trustee of $(1)$ 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 cut in paragraph 7 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.
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ Interest in.
$(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100,
$(7)$ include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy 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
$(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voling powers or disposal of the 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.

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". $\left( 3\right)$
$(9)$ 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, become entitied 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 of 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.

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Annexure A

This is Annexure "A" of 1 page referred to in the Form 603 (Notice of initial substantial holder), signed by me
and dated 13 December 2006.

$\lambda$

Paul McMahon, Company Secretary

上半項重	ACIN	公卿(1009)
FlexiGroup Subco Pty Limited	122 713 357	Level 8, The Forum
		201 Pacific Highway
		St Leonards NSW 2060
Flexirent Capital Pty Limited	064 046 046	Level 8, The Forum
		201 Pacific Highway
		St Leonards NSW 2060
Flexirent SPV No 1 Pty	106 682 928	Level 8, The Forum
Limited		201 Pacific Highway
		St Leonards NSW 2060
Flexirent SPV No 2 Pty	$\overline{108485838}$	Level 8, The Forum
Limited		201 Pacific Highway
		St Leonards NSW 2060
Flexirent SPV No 3 Pty Limited	109 508 698	Level 8, The Forum
		201 Pacific Highway
		St Leonards NSW 2060
Flexirent SPV No 4 Pty Limited	109 508 723	Level 8, The Forum
		201 Pacific Highway
		St Leonards NSW 2060
Flexirent SPV No 5 $\overline{\text{Pty}}$ Limited	112 195 516	Level 8, The Forum
		201 Pacific Highway
Flexirent SPV No 6 Pty		St Leonards NSW 2060
Limited	112 195 525	Level 8, The Forum
		201 Pacific Highway
Flexirent Capital (NZ) Limited		St Leonards NSW 2060
	841057 (registered in New	Level 8, The Forum
	Zealand)	201 Pacific Highway
		St Leonards NSW 2060

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Annexure B

This is Annexure "B" of 1 page referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 13 December 2006.

Paul McMahon, Company Secretary

Registered holder of	Person entitled to be	Class and number of
securities
	registered as holder	securities
Viewlove Pty Limited as	Viewlove Pty Limited as	10,514,900 ordinary
trustee of the David Berkman	trustee of the David Berkman
Family Trust	Family Trust
Eighth SRJ Pty Limited as	Eighth SRJ Pty Limited as	63,835,717 ordinary
trustee of the Philadelphia	trustee of the Philadelphia
Trust	Trust
John DeLano and Kylie	John DeLano and Kylie	2,880,810 ordinary
DeLano as trustees of the	DeLano as trustees of the
DeLano Trust	DeLano Trust
Paul McMahon	Paul McMahon	440,044 ordinary
BR Dhawan Pty Ltd as trustee	BR Dhawan Pty Ltd as trustee	732,564 ordinary
of the BR Dhawan Trust	of the BR Dhawan Trust
Margaret Jackson	Margaret Jackson	1,961,382 ordinary
Zoltarn Pty Ltd as trustee of	Zoltarn Pty Ltd as trustee of	$147,104$ ordinary
the Flex Trust	the Flex Trust
John Sean McCrory	John Sean McCrory	186,173 ordinary
Frank Morberger	Frank Morberger	371,656 ordinary
Russell Webber	Russell Webber	223,637 ordinary
Pearl Laughton	Pearl Laughton	297,000 ordinary
Judy Goldsmith	Judy Goldsmith	61,656 ordinary
Grace Silvio	Grace Silvio	309,223 ordinary
Ben Taylor	Ben Taylor	395,999 ordinary

		$179,850$ ordinary
		302,941 ordinary

Quentin Munro Rhona MacLean Joo Kium (Cara) Lee	Quentin Munro Rhona MacLean Joo Kium (Cara) Lee	88,807 ordinary

MALLESONS STEPHEN JAQUES

This is Annexure "C" of 14 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 13 December 2006.

Paul McMahon, Company Secretary

FlexiGroup Limited -Escrow Deed

Dated 21 November 2006

FlexiGroup Limited (ACN 122 574 583) ("Company") $\mathbf{r}$ ] ("Shareholder")

Mallesons Stephen Jaques

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.mallesons.com

$^\prime$ /4

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13.DEC.2006 IB:43
FlexiGroup Limited - Escrow Deed
Contents

Details		1
	General terms	2
4	Consideration	2
2	Termination	2
2,1 2.2	Termination Effect of termination	2 $\overline{2}$
3	Escrow restrictions	$\overline{\mathbf{2}}$
3,1 3.2 3,3 3,4 3.5 3.6	Shareholder restrictions Takeovers Schemes of arrangement Other permitted Dealings Holding lock Application of Listing Rules	2 2 з З 3 3
4	Warranties	3
41 4.2	Mutual warranties Shareholder warranties	з 4
5	Actions by the Company	4
5.1 5,2 5.3	Enforcement by the Company No Limitation Damages insufficient remedy	4 4 4
6	Confidentiality	5
6,1 6.2	Confidential Information Exceptions to confidentiality	5 5
7	Notices	5
7.1 7.2 7,3	Details of notices Time of effect Time of receipt	5 5 5
8	Miscellaneous	ę.
8.1 8.2 8,3 8.4 8.5 8.6 8.7 8.8 8,9	Exercise of rights Waiver or variation Approvals and consents Remedies cumulative Further assurances Specific performance Assignment Severability Entire Agreement	6 6 6 6 6 6 6 7 $\overline{7}$

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9	Governing law, jurisdiction and service of process
9.1 9.2	Governing law Jurisdiction
9.3	Service of Process
10	Interpretation
10.1	Definitions
10.2	References to certain general terms
10.3	Corporations Act	9
10.4	Headings	10 10
	Signing page
		11

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NO.263 P.9/55

Flexirent Limited - Escrow Deed

Details

Interpretation - definitions are at the end of the General terms

Parties	Shareholder and Company
Shareholder	Name
	Address
	Fax
	Attention
Company	Name	FlexiGroup Limited
	ACN	122 574 583
	Address	Level 8, The Forum, 201 Pacific Highway, St Leonards NSW 2060
	Fax	$(02)$ 8905 1800
	Attention	Company Secretary
Recitals	A	On SPA Completion, the Shareholder will become the holder of the Shares.
	в	The Shareholder has agreed to the restrictions contained in this deed and to the other provisions of this deed.
Shares	All the $\int$	] Ordinary Shares issued to the Shareholder on SPA Completion pursuant to the Prospectus, the Flexirent Holdings SPA and the Performance Option Letter.
Governing law	New South Wales
Date of deed	See Signing page

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NO.263 P.10/55

Flexirent Limited - Escrow Deed

General terms

$\ddot{\mathbf{1}}$ Consideration

This deed is entered into in consideration of the parties incurring obligations and giving rights under this deed and for other valuable considerations.

$\overline{2}$ Termination

$2.1$ Termination

This deed is automatically terminated if SPA Completion does not occur on or before 31 December 2006.

$2.2$ Effect of termination

On termination of this deed under clause 2.1 ("Termination"), the obligations and undertakings of each party under this deed are of no further force or effect.

3 Escrow restrictions

$3.1$ Shareholder restrictions

Subject to clauses 3.2 ("Takeovers"), 3.3 ("Schemes of arrangement") and 3.4 ("Other permitted Dealings") the Shareholder must not, during the Moratorium Period:

Deal, directly or indirectly, in any or all of its Shares or Deal, directly $(a)$ or indirectly, in any interest or right in respect of all or any part of its Shares;
$(b)$ create, or agree or offer to create, a security interest or encumbrance over or affecting any or all of its Shares; or
do or omit to do any act which would have the effect of transferring $(c)$ effective ownership or control of any or all of its Shares.

$3.2$ Takeovers

If at any time:

any person, other than a party to this deed, makes a takeover bid in $(a)$ respect of all the Ordinary Shares under Chapter 6 of the Corporations Act; and
acceptances of that bid are received from the holders of at least 50% (b) of the Ordinary Shares,

the Shareholder may Deal in any or all of its Shares during the Moratorium Period in order to accept the takeover bid.

If the takeover bid does not become unconditional, the Shareholder acknowledges and agrees that the terms of this Deed will continue to apply to any Shares that the Shareholder has tendered into the takeover bid.

$3.3$ Schemes of arrangement

The Shareholder may Deal in any or all of its Shares during the Moratorium Period in order to effect the transfer or cancellation of those Shares as part of a merger by scheme of arrangement under Part 5.1 of the Corporations Act provided that any Shares which are the subject of the scheme of arrangement will remain subject to the escrow arrangements set out in this deed if the merger by scheme of arrangement does not take effect.

$3.4$ Other permitted Dealings

The Shareholder may Deal in any or all of its Shares during the Moratorium Period to the extent that the Dealing involves the transfer of any or all of its Shares to a Permitted Transferee provided that:

the transferee of the Shares enters into a deed on the same terms as $(a)$ this Deed prior to any transfer: and
$(b)$ where such a transferee ceases to be a Permitted Transferee, it will immediately notify the Company of such event and shall within 5 days of such event transfer any Shares transferred to it, or options granted to it, to the Shareholder.

$3.5$ Holding lock

The Shareholder agrees that, to the extent permitted by the ASTC Settlement Rules, a holding lock may be placed on its Shares on CHESS or any other register to prevent a Proper ASTC Transfer of the Shares.

$3.6$ Application of Listing Rules

To the extent of any inconsistency between this deed and the Listing Rules, the Listing Rules prevail.

$\blacktriangle$ Warranties

$4.1$ Mutual warranties

Each party represents and warrants for the benefit of the other party to this deed that the following is true and correct as at the date of this deed:

$(a)$ it has the power to enter into this deed and to perform and observe all of its terms and has obtained all necessary consents to enable it to do SO:
it has duly executed this deed and this deed is a legal, valid and (b) binding obligation enforceable against it in accordance with the terms of this deed;
$(c)$ the entry into and performance of this deed does not constitute a breach of any obligation (including any statutory, contractual or

fiduciary obligation), or default under any deed or undertaking, by which the party or its assets are bound; and

$(d)$ where the party is a body corporate:
it is a body corporate duly incorporated under the laws of the $(i)$ jurisdiction of its incorporation; and
$(ii)$ it has taken all necessary corporate action to authorise the execution and performance of this deed.

$4.2$ Shareholder warranties

The Shareholder represents and warrants for the benefit of the Company that the following is true and correct as at the date of this deed:

$(a)$ the Trust is a validly subsisting trust and has not been terminated, nor is there any proposal or requirement to wind up, terminate, reconstitute or resettle the Trust;
$(b)$ the Shareholder has the power under the Trust's constitution to enter into obligations under this deed and nothing in the Trust constitution prevents the Shareholder from entering into, or performing its obligations under this deed:
$\left( \text{c} \right)$ the Shareholder is entitled to be indemnified out of the assets of the Trust in respect of any liability arising under or in connection with the proper performance by it of its rights and obligations under this deed.

5. Actions by the Company

$5.1$ Enforcement by the Company

If it appears to the Company acting reasonably, or the Company is informed and believes, acting reasonably, that the Shareholder has breached or may breach this deed, the Company must take the steps necessary to enforce the deed, rectify the breach or prevent the breach, as appropriate.

$5.2$ No Limitation

The Company's obligations under clause 5.1 ("Enforcement by the Company") do not limit the right of the Company to enforce this deed.

5.3 Damages insufficient remedy

The parties agree that damages would be an insufficient remedy for breach of clause 3.1 ("Shareholder restrictions") and the Shareholder agrees that the Company is entitled to seek and obtain an injunction or specific performance to enforce the Shareholder's obligation under clause 3.1 ("Shareholder restrictions") without proof of actual damage and without prejudice to any of its other rights or remedies.

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Confidentiality 6

6.1 Confidential Information

Subject to clause 6.2 ("Exceptions to confidentiality"), the Shareholder must keep confidential all information, and not make press or other announcements or releases, relating to this deed and the transactions contemplated by it (including the execution of documents).

$6.2$ Exceptions to confidentiality

The Shareholder and the Company may each make such disclosures as are required by law or the Listing Rules for the purposes of the Initial Public Offering and admission of the Company to the official list of ASX, or as otherwise required by law or the Listing Rules from time to time.

$\overline{7}$ Notices

$7.1$ Details of notices

A notice, approval, consent or other communication in connection with this deed:

$(a)$ must be in writing:
$(b)$ must be marked for the attention of the person specified in the Details page for each party; and
must be left at the address of the parties, or sent by prepaid ordinary $\rm (c)$ post (airmail if posted to or from a place outside Australia) to the address of the parties or sent by facsimile to the facsimile number of the addressee which is specified in the Details page or if the parties notify another address or facsimile number then to that address or facsimile number.

$7.2$ Time of effect

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

$7.3$ Time of receipt

A letter or facsimile is taken to be received:

in the case of a posted letter, on the third (seventh, if posted to or $(a)$ from a place outside Australia) day after posting; and
in the case of facsimile, on production of a transmission report by the $(b)$ machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

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8 Miscellaneous

$8.1$ Exercise of rights

A party may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise.

$8.2$ Waiver or variation

A provision of or a right created under this deed may not be:

waived except in writing signed by the party granting the waiver; or $(a)$
$(b)$ varied except in writing signed by the parties.

8.3 Approvals and consents

A party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this deed expressly provides otherwise.

84 Remedies cumulative

The rights, powers and remedies provided in this deed are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this deed.

8.5 Further assurances

Each party agrees, at its own expense, on the request of another party, to do everything reasonably necessary before and after SPA Completion to give effect to the transactions contemplated by this deed (including without limitation the execution of documents) and agrees and undertakes to use its best endeavours to procure relevant third parties to do likewise (including without limitation by obtaining any consent or approval required with respect to the foregoing).

8.6 Specific performance

The parties agree that damage would occur if any of the provisions of this deed were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this deed and to enforce specifically the terms and provisions of this deed, this being in addition to any other remedy to which the parties are entitled at law or in equity.

8.7 Assignment

A party may not assign its rights under this deed without the consent of the other party.

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$8.8$ Severability

If the whole or any part of a provision of this deed is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this deed has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this deed or is contrary to public policy.

8.9 Entire Agreement

This deed states all the express terms of the agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings, arrangements and agreements, expression implied, in respect of its subject matter.

$\boldsymbol{9}$ Governing law, jurisdiction and service of process

$9.1$ Governing law

This deed and the transactions contemplated by this deed are governed by the law in force in New South Wales.

$9.2$ Jurisdiction

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning this deed or the transactions contemplated by this deed. Each party waives any right it has to object to an action being brought in those courts including, but not limited to claiming that the action has been brought to an inconvenient forum or that those courts do not have jurisdiction.

$9.3$ Service of Process

Without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under clause 7 ("Notices").

10 Interpretation

$10.1$ Definitions

The following words have these meanings in this deed unless the contrary intention appears:

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

ASTC Settlement Rules means the settlement rules of ASTC.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

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Board means all or some of the directors of the Company acting as a board of the Company from time to time.

Business Day means a day (excluding a Saturday, Sunday or public holiday in New South Wales) on which trading banks are open for business in New South Wales

CHESS means Clearing House Electronic Sub-register System and means the system established and operated by ASTC for:

the clearing and settlement of transactions in CHESS approved $(a)$ securities:
$(b)$ the transfer of securities; and
$(c)$ the registration of transfers.

Corporations Act means the Corporations Act 2001 (Cth)

Deal means:

sell, assign, transfer or otherwise dispose of; $(2)$
agree or offer to sell, assign, transfer or otherwise dispose of; $(b)$
enter into any option which, if exercised (whether such exercise is $(c)$ subject to conditions or otherwise), enables or requires the Shareholder to sell, assign, transfer or otherwise dispose of; and
decrease or agree to decrease an economic interest. $(d)$

Flexirent Holdings SPA means the Flexirent Holdings Share Purchase Agreement to be entered into on the SPA Completion Date under which the Shareholder will sell its shares in Flexirent Holdings Pty Limited (ABN 71 103 556 127) to the Company as contemplated by the Flexirent Holdings Offer Letter and the Prospectus.

Flexirent Holdings Offer Letter means the letter under which FlexiGroup Subco Pty Limited has offered to purchase all the shares held by the Shareholder in Flexirent Holdings Pty Limited (ABN 71 103 556 127).

Initial Public Offering means the offering of Ordinary Shares and options to acquire Ordinary Shares pursuant to the Prospectus.

Listing Rules means the Listing Rules of ASX.

Moratorium Period means the period from the SPA Completion Date up to and including the first Business Day after the date of announcement to the ASX of the results of the Company for the financial year ending 30 June 2007.

Ordinary Shares means ordinary shares in the Company.

ίB,

Performance Option Letter means the letter dated on or about 20 November 2006 entitled "Offer to cancel your performance options" from the Company, Flexirent Holdings Pty Limited and Flexirent Capital Pty Limited.

Permitted Transferee means:

(a)
(b)	any spouse or child of f
$\left( c\right)$	any company controlled by f	); and

$(d)$ any trustee of a family trust of which [ l is a beneficiary.

Proper ASTC Transfer has the meaning given in regulation 1.0.02(1) of the Corporations Regulations.

Prospectus means the prospectus to be issued on or shortly after the date of this deed by the Company in relation to the Initial Public Offering.

Shares has the meaning set out in the Details.

SPA Completion means the issue of Ordinary Shares to the Shareholder pursuant to the Prospectus, the Flexirent Holdings SPA and the Performance Option Letter.

SPA Completion Date means the date on which SPA Completion occurs.

Trust means the $\int$

$10.2$ References to certain general terms

Unless the contrary intention appears, a reference in this deed to:

(variations or replacement) a document (including this deed) $\left( a\right)$ includes any variation or replacement of it;
(clauses, annexures and schedules) a clause, annexure or schedule is $(b)$ a reference to a clause in or annexure or schedule to this deed;
(reference to statutes) a statute, ordinance, code or other law $\left( c\right)$ includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them:
(law) law means common law, principles of equity, and laws made by $(d)$ parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);
(singular includes plural) the singular includes the plural and vice $(e)$ versa:

9 $12/14$

$(f)$ (nerson) the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency;
$\left( \mathbf{g} \right)$ (executors, administrators, successors) a particular person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns:
$(h)$ (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
$(i)$ (iointly and individually) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;
(reference to a group of persons) a group of persons or things is a $(1)$ reference to any two or more of them jointly and to each of them individually:
$(k)$ (dollars) Australian dollars, dollars, A\$ or \$ is a reference to the lawful currency of Australia;
$\left( 1\right)$ (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;
(reference to a day) a day is to be interpreted as the period of time $(m)$ commencing at midnight and ending 24 hours later;
$(n)$ (accounting terms) an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
(meaning not limited) the words "including", "for example" or "such $(o)$ as" when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind:
$(\mathbf{p})$ (time of day) time is a reference to Sydney time;
$(q)$ (reference to any thing) any thing (including any amount) is a reference to the whole and each part of it.

$10.3$ Corporations Act

Unless the contrary intention appears, terms defined in the Corporations Act have the same meaning under this deed.

$10.4$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed.

EXECUTED as a deed.

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j $\begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array} \ \begin{array}{c} \end{array} \end{array} \end{array}$

$\overline{1}$

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FlexiGroup Limited - Escrow Deed

Signing page

DATED:
EXECUTED by ].
Signature of $\lceil$	Signature of [
EXECUTED by FLEXIGROUP LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable

$\overline{\mathcal{M}}$

$\mathbf{I}$

$\frac{1}{2}$

MALLESONS STEPHEN JAQUES

This is Annexure "D" of 14 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 13 December 2006.

Paul McMahon, Company Secretary

FlexiGroup Limited -NED Escrow Deed

Dated 21 November 2006

FlexiGroup Limited (ACN 122 574 583) ("Company") ſ ] ("Shareholder")

Mallesons Stephen Jaques

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.mallesons.com

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FlexiGroup Limited - NED Escrow Deed Contents

		1
Details General terms
1	Consideration	2
		2
2	Termination	2
2.1	Termination Effect of termination	$\overline{\mathbf{2}}$
2.2		2
$\overline{\mathbf{3}}$	Escrow restrictions	2
3.1	Shareholder restrictions	2
3.2	Takeovers	3
3.3	Schemes of arrangement Other permitted Dealings	3
3.4 3,5	Holding lock	3 3
3.6	Application of Listing Rules	3
3.7	Release by the Company
4	Warranties	3 3
4.1	Mutual warranties	4
4.2	Shareholder warranties	4
5	Actions by the Company	4
5.1	Enforcement by the Company	4
5.2	No Limitation	4
5,3	Damages insufficient remedy	5
6	Confidentiallty	5
6.1	Confidential Information	5
6.2	Exceptions to confidentiality	6
7	Notices	5
7.1	Details of notices	5
7.2	Time of effect Time of receipt	5
73		6
8	Miscellaneous	6
8.1	Exercise of rights Waiver or variation	6
8.2 8.3	Approvals and consents	6
8.4	Remedies cumulative	6 6
8,5	Further assurances	6
8.6	Specific performance	6
8.7	Assignment Severability	$\overline{7}$
8.8 B.9	Entire Agreement	$\overline{7}$

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$\mathbb I$

$\overline{\phantom{a}}$

$\sim$

	Governing law, jurisdiction and service of process
9
9 ₁	Governing law
9.2	Jurisdiction
9,3	Service of Process
	Interpretation
10		7
10.1	Definitions	9
10.2	References to certain general terms	10
10.3	Corporations Act	10
10.4	Headings	11
	Signing page

$\mathbb T$

$\int_{0}^{\pi}$

$\bar{1}$

Flexirent Limited - Escrow Deed

Details

Interpretation - definitions are at the end of the General terms

Parties		Shareholder and Company
Shareholder	Name
	ACN
	Address
	Fax
	Attention
Company	Name	FlexiGroup Limited
	ACN	122 574 583
	Address	Level 8, The Forum, 201 Pacific Highway, St Leonards NSW 2060
	Fax	$(02)$ 8905 1800
	Attention	Company Secretary
A Recitals holder of the Shares.		On SPA Completion, the Shareholder will become the
	в	The Shareholder has agreed to the restrictions contained in this deed and to the other provisions of this deed.
Shares	The [	] Ordinary Shares issued to the Shareholder on SPA Completion pursuant to the Prospectus and the Direction Letter.
Governing law	New South Wales
Date of deed	See Signing page

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$\overline{\phantom{a}}$

$\mathbf{I}$

Flexirent Limited - Escrow Deed

General terms

1 Consideration

This deed is entered into in consideration of the parties incurring obligations and giving rights under this deed and for other valuable considerations.

$\overline{2}$ Termination

$2.1$ Termination

This deed is automatically terminated if SPA Completion does not occur on or before 31 December 2006.

$2.2$ Effect of termination

On termination of this deed under clause 2.1 ("Termination"), the obligations and undertakings of each party under this deed are of no further force or effect

$\overline{\mathbf{3}}$ Escrow restrictions

$3.1$ Shareholder restrictions

Subject to clauses 3.2 ("Takeovers"), 3.3 ("Schemes of arrangement"), 3.4 ("Other permitted Dealings") and 3.7 ("Release by the Company") the Shareholder must not, during the Moratorium Period:

Deal, directly or indirectly, in any or all of its Shares or Deal, directly $\left( a\right)$ or indirectly, in any interest or right in respect of all or any part of its Shares:
$(b)$ create, or agree or offer to create, a security interest or encumbrance over or affecting any or all of its Shares; or
$(c)$ do or omit to do any act which would have the effect of transferring effective ownership or control of any or all of its Shares.

$3.2$ Takeovers

If at any time:

$\left( a\right)$ any person, other than a party to this deed, makes a takeover bid in respect of all the Ordinary Shares under Chapter 6 of the Corporations Act; and
acceptances of that bid are received from the holders of at least 50% $(b)$ of the Ordinary Shares,

the Shareholder may Deal in any or all of its Shares during the Moratorium Period in order to accept the takeover bid.

$5/44$

$3.3$ Schemes of arrangement

$3.4$ Other permitted Dealings

the transferee of the Shares enters into a deed on the same terms as $(a)$ this Deed prior to any transfer; and
where such a transferee ceases to be a Permitted Transferee, it will $(b)$ immediately notify the Company of such event and shall within 5 days of such event transfer any Shares transferred to it, or options granted to it, to the Shareholder.

$3.5$ Holding lock

$3.6$ Application of Listing Rules

To the extent of any inconsistency between this deed and the Listing Rules, the Listing Rules prevail.

$3.7$ Release by the Company

From the day which is 2 Business Days after the date of announcement to the ASX of the results of the Company for the financial year ending 30 June 2007, the Company may release the Shareholder from all or part of the escrow restriction in clause 3.1 ("Shareholder restrictions") by written notice to the Shareholder, provided that neither the Shareholder nor any director of the Company who is associated with the Shareholder participates in any deliberation or vote in relation to any such release of the escrow restriction in clause 3.1 ("Shareholder restrictions").

Warranties $\blacktriangle$

4.1 Mutual warranties

Each party represents and warrants for the benefit of the other party to this deed that the following is true and correct as at the date of this deed:

$\frac{1}{3}64$

it has the power to enter into this deed and to perform and observe all $(a)$ of its terms and has obtained all necessary consents to enable it to do SO:
it has duly executed this deed and this deed is a legal, valid and $(b)$ binding obligation enforceable against it in accordance with the terms of this deed:
the entry into and performance of this deed does not constitute a $(c)$ breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any deed or undertaking, by which the party or its assets are bound; and
where the party is a body corporate: $(d)$
it is a body corporate duly incorporated under the laws of the $(i)$ jurisdiction of its incorporation; and
it has taken all necessary corporate action to authorise the $(ii)$ execution and performance of this deed.

Shareholder warranties $4.2$

The Shareholder represents and warrants for the benefit of the Company that the following is true and correct as at the date of this deed:

the Trust is a validly subsisting trust and has not been terminated, nor $(a)$ is there any proposal or requirement to wind up, terminate, reconstitute or resettle the Trust;
the Shareholder has the power under the Trust's constitution to enter $(b)$ into obligations under this deed and nothing in the Trust constitution prevents the Shareholder from entering into, or performing its obligations under this deed;
the Shareholder is entitled to be indemnified out of the assets of the $(c)$ Trust in respect of any liability arising under or in connection with the proper performance by it of its rights and obligations under this deed.

Actions by the Company 5

Enforcement by the Company $5.1$

No Limitation $5.2$

The Company's obligations under clause 5.1 ("Enforcement by the Company") do not limit the right of the Company to enforce this deed.

Damages insufficient remedy $5.3$

The parties agree that damages would be an insufficient remedy for breach of clause 3.1 ("Shareholder restrictions") and the Shareholder agrees that the

$\overline{\phantom{a}}$

$7/14$

Company is entitled to seek and obtain an injunction or specific performance to enforce the Shareholder's obligation under clause 3.1 $\ell$ "Shareholder restrictions") without proof of actual damage and without prejudice to any of its other rights or remedies.

6. Confidentiality

$6.1$ Confidential Information

$6.2$ Exceptions to confidentiality

$\overline{7}$ Notices

$7.1$ Details of notices

A notice, approval, consent or other communication in connection with this deed:

$(a)$ must be in writing:
$(b)$ must be marked for the attention of the person specified in the Details page for each party; and
must be left at the address of the parties, or sent by prepaid ordinary $(c)$ post (airmail if posted to or from a place outside Australia) to the address of the parties or sent by facsimile to the facsimile number of the addressee which is specified in the Details page or if the parties notify another address or facsimile number then to that address or facsimile number.

$7.2$ Time of effect

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

7.3 Time of receipt

A letter or facsimile is taken to be received:

$\left( a\right)$ in the case of a posted letter, on the third (seventh, if posted to or from a place outside Australia) day after posting; and
$(b)$ in the case of facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

5 $8/14$

Miscellaneous $\mathbf{R}$

Exercise of rights $8.1$

Waiver or variation $R.2$

A provision of or a right created under this deed may not be:

waived except in writing signed by the party granting the waiver; or $(a)$
varied except in writing signed by the parties. $(b)$

Approvals and consents $8.3$

A party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this deed expressly provides otherwise.

Remedies cumulative 8.4

The rights, powers and remedies provided in this deed are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this deed.

Further assurances 8.5

Specific performance 8.6

Assignment 8.7

A party may not assign its rights under this deed without the consent of the other party.

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8.8 Severability

8.9 Entire Agreement

$\mathbf{Q}$ Governing law, jurisdiction and service of process

$9.1$ Governing law

This deed and the transactions contemplated by this deed are governed by the law in force in New South Wales.

$9.2$ Jurisdiction

$9.3$ Service of Process

10 Interpretation

$10.1$ Definitions

The following words have these meanings in this deed unless the contrary intention appears:

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

ASTC Settlement Rules means the settlement rules of ASTC.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

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Board means all or some of the directors of the Company acting as a board of the Company from time to time.

Business Day means a day (excluding a Saturday, Sunday or public holiday in New South Wales) on which trading banks are open for business in New South Wales.

CHESS means Clearing House Electronic Sub-register System and means the system established and operated by ASTC for:

the clearing and settlement of transactions in CHESS approved $(a)$ securities:
the transfer of securities; and $(b)$
$(c)$ the registration of transfers.

Corporations Act means the Corporations Act 2001 (Cth)

Deal means:

sell, assign, transfer or otherwise dispose of: $(a)$
agree or offer to sell, assign, transfer or otherwise dispose of: $(b)$
enter into any option which, if exercised (whether such exercise is $(c)$ subject to conditions or otherwise), enables or requires the Shareholder to sell, assign, transfer or otherwise dispose of, and
$(d)$ decrease or agree to decrease an economic interest.

Direction Letter means the letter dated on or about 20 November 2006 entitled "FlexiGroup Limited - Direction Limited" from Eighth SRJ Ptv Limited as trustee of the Philadelphia Trust, Viewlove Pty Limited as trustee of the David Berkman Family Trust, John DeLano and Kylie DeLano as trustees of the DeLano Family Trust and BR Dhawan Pty Limited as trustee of the BR Dhawan Trust.

Initial Public Offering means the offering of Ordinary Shares and options to acquire Ordinary Shares pursuant to the Prospectus.

Listing Rules means the Listing Rules of ASX.

Moratorium Period means, subject to clause 3.7, the period from the SPA Completion Date up to and including the first Business Day after the date of announcement to the ASX of the results of the Company for the financial year ending 30 June 2010.

Ordinary Shares means ordinary shares in the Company,

Permitted Transferee means:

$\left( u\right)$ $\Gamma$ Ŀ,
$(b)$ any spouse or child of [ ŀ,

$''$ / $\neq$

$(c)$ any company controlled by [ $l$ and
$(d)$ any trustee of a family trust of which [ I is a beneficiary.

Proper ASTC Transfer has the meaning given in regulation 1.0.02(1) of the Corporations Regulations.

Prospectus means the prospectus to be issued on or shortly after the date of this deed by the Company in relation to the Initial Public Offering.

Shares has the meaning set out in the Details.

SPA Completion means the issue of Ordinary Shares to the Shareholder pursuant to the Prospectus and the Direction Letter.

SPA Completion Date means the date on which SPA Completion occurs.

Trust means the [ 1.

$10.2$ References to certain general terms

Unless the contrary intention appears, a reference in this deed to:

$(a)$ (variations or replacement) a document (including this deed) includes any variation or replacement of it.
$(b)$ (clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this deed:
$(c)$ (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them:
$(d)$ (law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);
(singular includes plural) the singular includes the plural and vice $(e)$ versa:
(person) the word "person" includes an individual, a firm, a body $(f)$ corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency;
$(g)$ (executors, administrators, successors) a particular person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
$(h)$ (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

$^{^{\prime}12}$ /14

(jointly and individually) an agreement, representation or warranty $(i)$ by two or more persons binds them jointly and each of them individually:
(reference to a group of persons) a group of persons or things is a $(i)$ reference to any two or more of them jointly and to each of them individually;
(dollars) Australian dollars, dollars, A\$ or \$ is a reference to the $(k)$ lawful currency of Australia:
(calculation of time) a period of time dating from a given day or the $(1)$ day of an act or event, is to be calculated exclusive of that day;
(reference to a day) a day is to be interpreted as the period of time $(m)$ commencing at midnight and ending 24 hours later;
(accounting terms) an accounting term is a reference to that term as $(n)$ it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
(meaning not limited) the words "including", "for example" or "such $\omega$ as" when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
(time of day) time is a reference to Sydney time; $(p)$
(reference to any thing) any thing (including any amount) is a $(q)$ reference to the whole and each part of it.

$10.3$ Corporations Act

Unless the contrary intention appears, terms defined in the Corporations Act have the same meaning under this deed.

$10.4$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed.

EXECUTED as a deed.

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13.DEC.2006 18:12

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NO.263 P.33/55

FlexiGroup Limited - NED Escrow Deed

Signing page

DATED: 1000000000000000000000000000000000000

EXECUTED by [ in accordance with section $127(1)$ of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary* (block letters) "delete whichever is not applicable

)

EXECUTED by FLEXIGROUP LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Signature of director

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Name of director (block letters)

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Signature of director/company secretary* *delete whichever is not applicable

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Name of director/company secretary* (block letters) *delete whichever is not applicable

$\frac{1}{11}14/19$

MALLESONS STEPHEN JAQUES

This is Annexure "E" of 15 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 13 December 2006.

Paul McMahon, Company Secretary

FlexiGroup Limited -LTIP Rollover Escrow Deed

Dated

November 2006

FlexiGroup Limited (ACN 122 574 583) ("Company") ] ("Shareholder") $\mathbf{I}$

Mallesons Stephen Jaques

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.mallesons.com

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$\blacksquare$

$2/5$

FlexiGroup Limited - LTIP Rollover Escrow Deed

Contents

Details		1 2
	General terms
1	Consideration	2
2	Termination	2
2.1	Termination	2
2.2	Effect of termination	2
3	Escrow restrictions	2
3,1	Shareholder restrictions	2
3.2	Takeovers	2
3.3	Schemes of arrangement	3
3,4 $3.5\,$	Other permitted Dealings Holding lock	3
3.6	Application of Listing Rules	3 3
3.7	Release by the Company	3
4	Expiry of restrictions	4
5	Warranties	4
5.1	Mutual warranties	4
6	Actions by the Company	5
6.1	Enforcement by the Company	5
6.2	No Limitation	5
6.3	Damages Insufficient remedy	5
7	Confidentiality	5
7.1	Confidential Information	5
7.2	Exceptions to confidentiality	5
8	Notices	5
8.1	Details of notices	5
82	Time of effect	6
8.3	Time of receipt	6
9	Miscellaneous	6
9.1	Exercise of rights	6
9.2	Waiver or variation	6
9.3	Approvals and consents	6
94 9.5	Remedies cumulative Further assurances	6
96	Specific performance	6 7
9.7	Assignment	7
9.8	Severability	7

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$\hat{\mathbf{r}}$

9.9	Entire Agreement
10	Governing law, jurisdiction and service of process
10.1	Governing law
10.2	Jurisdiction
10.3	Service of Process	8
11	Interpretation	8
11.1	Definitions	8
11.2	References to certain general terms	9
11,3	Corporations Act	11
11.4	Headings	11
	Signing page	12

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$\frac{3}{5}$

$\bar{z}$

Ŧ.

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$\bar{1}$

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Flexirent Limited - Escrow Deed

Details

Interpretation - definitions are at the end of the General terms

Parties	Shareholder and Company
Shareholder	Name Address
Company	Name	FlexiGroup Limited
	ACN	122 574 583
Address		Level 8, The Forum, 201 Pacific Highway, St Leonards NSW 2060
	Fax	(02) 8905 1800
	Attention	Company Secretary
Recitals	A	On SPA Completion, the Shareholder will become the holder of the Shares.
	в	The Shareholder has agreed to the restrictions contained in this deed and to the other provisions of this deed.
Shares	The [	] Ordinary Shares issued to the Shareholder on SPA Completion pursuant to the Prospectus and the Flexirent LTIP Letter, consisting of:
		] Ordinary Shares ("Tranche 1 Shares"); and [
		] Ordinary Shares ("Tranche 2 Shares").
Governing law		New South Wales
Date of deed		See Signing page

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NO.263

P.38/55

Flexirent Limited - Escrow Deed

General terms

$\blacktriangleleft$ Consideration

This deed is entered into in consideration of the parties incurring obligations and giving rights under this deed and for other valuable considerations.

$\overline{2}$ Termination

$2.1$ Termination

This deed is automatically terminated if SPA Completion does not occur on or before 31 December 2006.

$2.2$ Effect of termination

On termination of this deed under clause 2.1 ("Termination"), the obligations and undertakings of each party under this deed are of no further force or effect.

$\overline{\mathbf{3}}$ Escrow restrictions

$3.1$ Shareholder restrictions

Subject to clauses 3.2 ("Takeovers"), 3.3 ("Schemes of arrangement"), 3.4 ("Other permitted Dealings"), and 4 ("Expiry of restrictions"), the Shareholder must not, during the applicable Moratorium Period:

$(a)$ Deal, directly or indirectly, in any or all of its Shares or Deal, directly or indirectly, in any interest or right in respect of all or any part of its Shares:
$(b)$ create, or agree or offer to create, a security interest or encumbrance over or affecting any or all of its Shares; or
$(c)$ do or omit to do any act which would have the effect of transferring effective ownership or control of any or all of its Shares.

$3.2$ Takeovers

If at any time:

$(a)$ any person, other than a party to this deed, makes a takeover bid in respect of all the Ordinary Shares under Chapter 6 of the Corporations Act; and
$(b)$ acceptances of that bid are received from the holders of at least 50% of the Ordinary Shares,

the Shareholder may Deal in any or all of its Shares during the Moratorium Period in order to accept the takeover bid.

$\frac{1}{2}$

Schemes of arrangement $3.3$

Other permitted Dealings $3.4$

The Shareholder may Deal in any or all of its Shares during the Moratorium Period to the extent that the Dealing involves the transfer of any or all of its Shares:

to a Permitted Transferee provided that: $(a)$
the transferee of the Shares enters into a deed on the same $(i)$ terms as this Deed prior to any transfer; and
where such a transferee ceases to be a Permitted Transferee, it $(ii)$ will immediately notify the Company of such event and shall within 5 days of such event transfer any Shares transferred to it, or options granted to it, to the Shareholder.
in accordance with the Shareholder's obligations under the Flexirent $(b)$ LTIP Letter to procure, or permit the Company to procure, the onmarket sale of some or all of its Shares in the ordinary course of trading on ASX as a result of the Shareholder ceasing to be an "Eligible Employee" under the relevant "LTI Plan Rules" (as defined in the Flexirent LTIP Letter), and to pay the net proceeds of sale to the Company.

$3.5$ Holding lock

$3.6$ Application of Listing Rules

To the extent of any inconsistency between this deed and the Listing Rules, the Listing Rules prevail.

$3.7$ Release by the Company

The Company may release the Shareholder from all or part of the escrow restriction in clause 3.1 ("Shareholder restrictions") by written notice to the Shareholder.

$\frac{6}{15}$

Expiry of restrictions $\overline{\mathbf{A}}$

The obligations of a the Shareholder under this deed will expire as follows:

in the case of the Tranche 1 Shares, on the first anniversary of the $(a)$ SPA Completion Date;
in the case of the Tranche 2 Shares, on the second anniversary of the $(b)$ SPA Completion Date,

provided that if the Shareholder ceases to be an "Eligible Employee" (as defined in the Flexirent LTIP Letter) during a tranche period before a relevant anniversary of the SPA Completion Date:

in the case of redundancy, the obligations of the Shareholder under $(c)$ this deed will expire in respect of all the Shares; and
in the case of the Shareholder ceasing employment other than due to $(d)$ redundancy, summary dismissal (as set out in the applicable LTI Plan Rules as defined in the Flexirent LTIP Letter) or resignation, the obligations of the Shareholder under this deed will expire in respect of a proportion of the relevant tranche of Shares relating to that tranche period, pro rata to the length of time since the SPA Completion Date or the prior anniversary date of the SPA Completion Date (whichever is most recent).

Warranties 5

$5.1$ Mutual warranties

Each party represents and warrants for the benefit of the other party to this deed that the following is true and correct as at the date of this deed:

it has the power to enter into this deed and to perform and observe all. $(a)$ of its terms and has obtained all necessary consents to enable it to do SO.
it has duly executed this deed and this deed is a legal, valid and $(b)$ binding obligation enforceable against it in accordance with the terms of this deed:
the entry into and performance of this deed does not constitute a $\left( c\right)$ breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any deed or undertaking, by which the party or its assets are bound; and
where the party is a body corporate: $(d)$
it is a body corporate duly incorporated under the laws of the $(i)$ jurisdiction of its incorporation; and
it has taken all necessary corporate action to authorise the $(ii)$ execution and performance of this deed.

$^{7}/_{5}$

6 Actions by the Company

6.1 Enforcement by the Company

$6.2$ No Limitation

The Company's obligations under clause 5.1 ("Enforcement by the Company") do not limit the right of the Company to enforce this deed.

$6.3$ Damages insufficient remedy

The parties agree that damages would be an insufficient remedy for breach of clause 3.1 ("Shareholder restrictions") and the Shareholder agrees that the Company is entitled to seek and obtain an injunction or specific performance to enforce the Shareholder's obligation under clause 3.1 ("Shareholder" restrictions") without proof of actual damage and without prejudice to any of its other rights or remedies.

$\overline{7}$ Confidentiality

$7.1$ Confidential Information

$7.2$ Exceptions to confidentiality

8 Notices

$8.1$ Details of notices

A notice, approval, consent or other communication in connection with this deed:

$\left( a\right)$ must be in writing;
$(b)$ must be marked for the attention of the person specified in the Details page for each party; and
must be left at the address of the parties, or sent by prepaid ordinary $(c)$ post (airmail if posted to or from a place outside Australia) to the address of the parties or sent by facsimile to the facsimile number of the addressee which is specified in the Details page or if the parties

5 $\frac{8}{5}$

notify another address or facsimile number then to that address or facsimile number.

$8.2$ Time of effect

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

8.3 Time of receipt

A letter or facsimile is taken to be received:

in the case of a posted letter, on the third (seventh, if posted to or $(a)$ from a place outside Australia) day after posting; and
in the case of facsimile, on production of a transmission report by the (b) machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

9 Miscellaneous

$9.1$ Exercise of rights

$9.2$ Walver or variation

A provision of or a right created under this deed may not be;

$(a)$ waived except in writing signed by the party granting the waiver; or
$(b)$ varied except in writing signed by the parties.

$9.3$ Approvals and consents

A party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this deed expressly provides otherwise.

$9.4$ Remedies cumulative

The rights, powers and remedies provided in this deed are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this deed.

$9.5$ Further assurances

$\int_{\frac{6}{5}}^{\frac{3}{5}}$

best endeavours to procure relevant third parties to do likewise (including without limitation by obtaining any consent or approval required with respect to the foregoing).

9.6 Specific performance

$9.7$ Assignment

A party may not assign its rights under this deed without the consent of the other party.

$9.8$ Severability

$9.9$ Entire Agreement

Governing law, jurisdiction and service of process 10

$10.1$ Governing law

This deed and the transactions contemplated by this deed are governed by the law in force in New South Wales.

$10.2$ Jurisdiction

$\frac{10}{15}$

$\overline{\mathbf{r}}$

$10.3$ Service of Process

11 Interpretation

$11.1$ Definitions

The following words have these meanings in this deed unless the contrary intention appears:

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

ASTC Settlement Rules means the settlement rules of ASTC.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

Board means all or some of the directors of the Company acting as a board of the Company from time to time.

Business Day means a day (excluding a Saturday, Sunday or public holiday in New South Wales) on which trading banks are open for business in New South Wales.

CHESS means Clearing House Electronic Sub-register System and means the system established and operated by ASTC for:

the clearing and settlement of transactions in CHESS approved $(a)$ securities:
the transfer of securities; and $(b)$
$\left( c \right)$ the registration of transfers.

Corporations Act means the Corporations Act 2001 (Cth)

Deal means:

sell, assign, transfer or otherwise dispose of, $(a)$
agree or offer to sell, assign, transfer or otherwise dispose of; $(b)$
enter into any option which, if exercised (whether such exercise is $\left( c\right)$ subject to conditions or otherwise), enables or requires the Shareholder to sell, assign, transfer or otherwise dispose of; and
$(d)$ decrease or agree to decrease an economic interest.

$\frac{1}{\sqrt{2}}$

$\overline{\phantom{a}}$

Flexirent LTIP Letter means the letter dated on or about 20 November 2006 entitled "Flexirent Long Term Incentive Plans" from the Company and Flexirent Capital Pty Limited.

Initial Public Offering means the offering of Ordinary Shares and options to acquire Ordinary Shares pursuant to the Prospectus.

Listing Rules means the Listing Rules of ASX.

Moratorium Period means, subject to clause 4, the period from the SPA Completion Date up to and including the second anniversary of the SPA Completion Date.

Ordinary Shares means ordinary shares in the Company.

Permitted Transferee means:

$\left( a\right)$
(b)	any spouse or child of [
(c)	any company controlled by [	$\vert$ ; and

] is a any trustee of a family trust of which [ $(d)$ beneficiary.

Proper ASTC Transfer has the meaning given in regulation 1.0,02(1) of the Corporations Regulations.

Prospectus means the prospectus to be issued on or shortly after the date of this deed by the Company in relation to the Initial Public Offering.

Shares has the meaning set out in the Details.

SPA Completion means the issue of Ordinary Shares to the Shareholder pursuant to the Prospectus and the Flexirent LTIP Letter.

SPA Completion Date means the date on which SPA Completion occurs.

References to certain general terms $11.2$

Unless the contrary intention appears, a reference in this deed to:

(variations or replacement) a document (including this deed) $(a)$ includes any variation or replacement of it;
(clauses, annexures and schedules) a clause, annexure or schedule is $(b)$ a reference to a clause in or annexure or schedule to this deed;
(reference to statutes) a statute, ordinance, code or other law $(c)$ includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them:

$\frac{12}{15}$

$(d)$ (law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them):
$(e)$ (singular includes plural) the singular includes the plural and vice versa:
$(f)$ (person) the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency.
$(g)$ (executors, administrators, successors) a particular person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns:
$(h)$ (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually:
$(i)$ (jointly and individually) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;
$(j)$ (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually:
$(k)$ (dollars) Australian dollars, dollars, A\$ or \$ is a reference to the lawful currency of Australia;
$(1)$ (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;
$(m)$ (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
$(n)$ (accounting terms) an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
(meaning not limited) the words "including", "for example" or "such $\circ$ as" when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
$(p)$ (time of day) time is a reference to Sydney time;
$(q)$ (reference to any thing) any thing (including any amount) is a reference to the whole and each part of it.

Corporations Act $11.3$

Unless the contrary intention appears, terms defined in the Corporations Act have the same meaning under this deed.

$11.4$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed.

EXECUTED as a deed.

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13.DEC.2006	18:17
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NO.263 P.48/55

FlexiGroup Limited - LTIP Rollover Escrow
Deed
Signing page

DATED.
SIGNED, SEALED AND $\ln$ DELIVERED by [ the presence of:
Signature of witness
Name of witness (block letters)	Signature of [ l
EXECUTED by FLEXIGROUP LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable

$\bar{\mathbf{r}}$

$\bar{z}$

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$\mathcal{A}$

MALLESONS STEPHEN JAQUES

This is Annexure "F" of 6 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 13 December 2006.

Paul McMahon, Company Secretary

FlexiGroup Limited -Variation to terms of Escrow Deeds

Dated December 2006

FlexiGroup Limited (ACN 122 574 583) ("Company") And each of the parties identified in the Schedule ("Shareholders")

Mallesons Stephen Jaques Level 60

Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.mallesons.com

$1/6$

NO.263 FlexiGroup Limited - Variation to terms of Escrow Deeds Contents

Details
1	Replacement of Clause 3.2	2
2	References to certain general terms
3	Headings
4	Counterparts	2
	Schedule - Shareholders	з
	Signing page	4

$\mathbb{R}$

NO.263 P.51/55

FlexiGroup Limited - Escrow Deed

Details

Interpretation - definitions are at the end of the General terms

Parties	Shareholders and Company
Shareholders	Name		Each of the persons identified in the Schedule
Company	Name		FlexiGroup Limited
	ACN		122 574 583
	Address		Level 8, The Forum, 201 Pacific Highway, St Leonards NSW 2060
	Fax		$(02)$ 8905 1800
	Attention		Company Secretary
Recitals	A	Each of the Shareholders has entered into an escrow deed with the Company dated on or about 21 November 2006 (together, the "Escrow Deeds") in respect of ordinary shares which each of the Shareholders are to be issued by the Company,
	в		The Company has agreed to vary the terms of each of the Escrow Deeds by replacing the existing Clause 3.2, and each Shareholder has agreed to this variation as it relates to the Escrow Deed (or Escrow Deeds) to which the Shareholder is a party.
Governing law		New South Wales
Date of deed		See Signing page

Flexirent Limited - Variation to Escrow Deeds

1 Replacement of Clause 3.2

Clause 3.2 of each of the Escrow Deeds is varied by replacing the existing clause $1.1$ with the following:

"If at any time:

$(a)$ any person, other than a party to this deed, makes a takeover bid in respect of all the Ordinary Shares under Chapter 6 of the Corporations Act; and
$(b)$ holders of at least half of the Ordinary Shares that are not subject to escrow have accepted the takeover bid.

the Shareholder may Deal in any or all of its Shares during the Moratorium Period in order to accept the takeover bid.

$1.2$ Each of the Shareholders agrees to the variation in Clause 1.1 in respect of the Escrow Deed (or, in the case of BR Dhawan Pty Ltd as trustee of the BR Dhawan Trust, Escrow Deeds) to which the Shareholder is a party.

$\overline{2}$ References to certain general terms

Unless the contrary intention appears, terms defined in each of the Escrow Deeds have the same meaning under this deed.

$\overline{\mathbf{3}}$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed.

$\overline{\mathbf{A}}$ Counterparts

This deed may consist of a number of copies, each signed by one or more parties to the deed. If there are a number of signed copies they are treated as making up the one deed.

EXECUTED as a deed.

NO.263 FlexiGroup Limited - Variation to terms of Escrow Deeds

Schedule - Shareholders

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13.DEC.2006
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NO.263 P.54/55

8:18		NO. 263.
FlexiGroup Limited - Variation to terms of
Escrow Deeds
Signing page

DATED: ______________________________________

EXECUTED by FLEXIGROUP LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable
EXECUTED by [ 1 in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable

$\int_{4}$

$\hat{\boldsymbol{\theta}}$

Annexure G

This is Annexure "G" of 1 page referred to in the Form 603 (Notice of initial substantial holder), signed by me
and dated 13 December 2006.

Paul McMahon, Company Secretary

Name	Address
FlexiGroup Limited	Level 8, The Forum
	201 Pacific Highway
	St Leonards NSW 2060
Viewlove Pty Limited as trustee of the David	43 Coolawin Road
Berkman Family Trust	Northbridge NSW 2063
Eighth SRJ Pty Limited as trustee of the Philadelphia	108 St Georges Road
Trust	Toorak VIC 3142
John DeLano and Kylie DeLano as trustees of the	21 Hayle Street
DeLano Trust	St Ives NSW 2075
Paul McMahon	12 Lindsay Close
	Pymble NSW 2073
BR Dhawan Pty Ltd as trustee of the BR Dhawan	10 Jacaranda Drive
Trust	Cabarita NSW 2137
Margaret Jackson	Level 12, 8 Exhibition Street
	Melbourne VIC 3000
Zoltarn Pty Ltd as trustee of the Flex Trust	31 Delmar Parade
	Gladesville NSW 2111
John Sean McCrory	14 Wishaw Loop
	Kinross WA 6028
Frank Morberger	11 Lower Heidelberg Road
	Ivanhoe VIC 3079
Russell Webber	20 Harold Street
	Mt Eden Auckland 1003
	New Zealand
Pearl Laughton	23 Ronald Avenue
	Greenwich NSW 2065
Judy Goldsmith	33 Young Lane
	Cremorne NSW 2090
Grace Silvio	20 Eaton Street
	Willoughby NSW 2068
Ben Taylor	18 Benelong Road
	Cremorne NSW 2090
Quentin Munro	11 Tryon Street
Rhona MacLean	Chatswood NSW 2057 17/59 Upper Pitt Street
	Kirribilli NSW 2061
Joo Kium (Cara) Lee	5 Sutherland Lane
	Cremorne NSW 2090

$\frac{1}{2}$

AI assistant

HUMM GROUP LIMITED — Major Shareholding Notification 2006

65078_rns_2006-12-12_bc4acf89-b4be-48ca-8cc6-164ae13e3d72.pdf

MALLESONS STEPHEN JAQUES

FlexiGroup Limited

Form 603

Notice of initial substantial holder

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Ascoclates

7. Addresses

Signature

DIRECTIONS

Annexure A

Annexure B

MALLESONS STEPHEN JAQUES

FlexiGroup Limited -Escrow Deed

Mallesons Stephen Jaques

13.DEC.2006 IB:43FlexiGroup Limited - Escrow DeedContents

NO.263 P.9/55

Flexirent Limited - Escrow Deed

Details

NO.263 P.10/55

Flexirent Limited - Escrow Deed

General terms

$\ddot{\mathbf{1}}$ Consideration

$\overline{2}$ Termination

$2.1$ Termination

$2.2$ Effect of termination

3 Escrow restrictions

$3.1$ Shareholder restrictions

$3.2$ Takeovers

$3.3$ Schemes of arrangement

$3.4$ Other permitted Dealings

$3.5$ Holding lock

$3.6$ Application of Listing Rules

$\blacktriangle$ Warranties

$4.1$ Mutual warranties

$4.2$ Shareholder warranties

5. Actions by the Company

$5.1$ Enforcement by the Company

$5.2$ No Limitation

5.3 Damages insufficient remedy

Confidentiality 6

6.1 Confidential Information

$6.2$ Exceptions to confidentiality

$\overline{7}$ Notices

$7.1$ Details of notices

$7.2$ Time of effect

$7.3$ Time of receipt

8 Miscellaneous

$8.1$ Exercise of rights

$8.2$ Waiver or variation

8.3 Approvals and consents

84 Remedies cumulative

8.5 Further assurances

8.6 Specific performance

8.7 Assignment

$8.8$ Severability

8.9 Entire Agreement

$\boldsymbol{9}$ Governing law, jurisdiction and service of process

$9.1$ Governing law

$9.2$ Jurisdiction

$9.3$ Service of Process

10 Interpretation

$10.1$ Definitions

Permitted Transferee means:

$10.3$ Corporations Act

$10.4$ Headings

EXECUTED as a deed.

FlexiGroup Limited - Escrow Deed

Signing page

MALLESONS STEPHEN JAQUES

FlexiGroup Limited -NED Escrow Deed

Mallesons Stephen Jaques

FlexiGroup Limited - NED Escrow Deed Contents

Flexirent Limited - Escrow Deed

Details

HUMM GROUP LIMITED Major Shareholding Notification 2006

13.DEC.2006 IB:43
FlexiGroup Limited - Escrow Deed
Contents