HUMM GROUP LIMITED — Major Shareholding Notification 2006

Dec 12, 2006

13.DEC.2006 17:42

NO.262 $P.1/27$

MALLESONS STEPHEN JAQUES

Confidential communication

13 December 2006

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

Dear Sirs

FlexiGroup Limited

We attach an ASIC Form 603 issued by Eighth SRJ Pty Limited as trustee of the Philadelphia Trust and Andrew Abercrombie under Part 6C.1 of the Corporations Act 2001 (Cwlth) in relation to shares in FlexiGroup.

Yours sincerely

metissa Jone

Melissa Jones Solicitor Direct line +61 2 9296 2459 Direct fax +61 2 9296 3999 Email melissa.jones@mallesons.com

Meredith Paynter Partner Direct line +61 2 9296 2277 Direct fax +61 2 9296 3999 Email meredith.paynter@mallesons.com

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia DX 113 Sydney ABN 22 041 424 954 syd@mallesons.com www.mallesons.com

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

$4.738$

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	FlexiGroup Limited
ACN/ARSN	122 574 583
1. Details of substantial holder (1)
Name	Eighth SRJ Pty Limited as trustee of the Philadelphia Trust and Andrew Abercrombio
ACN/ARSN (if applicable)	005862484
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) hed a relevant
Interest (3) in on the date the substantial holder

---- Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary	63,835,717	----- 63,835,717	29.96%
	-----		----- .
	--------

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)	Class and number of securities
Eighth SRJ Pty Limited	Registered holder	63,835,717 ordinary
Andrew Abercrombie	Power to control voting rights and disposal as sole	63,835,717 ordinary
	director of Flohth SRJ Ptv Limited

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 Interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Eighth SRJ Pty Limited	Eighth SRJ Pty Limited	Eighth SRJ Pty Limited	63,835,717 ordinary
	-------

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 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	Consideration (9)		Class and number of securities
		Cash	Non-Cash
Eighth SRJ Pty Limited and Andrew Abercromble	11/12/2006		Flax Group Limited acquired. through its wholly owned subsidiary Flex Group Subco Ptv Ltd, eil of the shares that Eighth SRJ Pty Limited held in Flexirent	63.835,717 ordinary

	Holdings Pty Limited. As part of the consideration for this, Eighth SRJ Pty Limited was lasued shares in Flex Group Limited. The Share Purchase Agreement , is attached as Annexure A.

6. Associates

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

Name and ACN/ARSN (if applicable)	, Neture of association
Andrew Abercromble	Sole director of Eighth SRJ Pty Limited

7. Addressee

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

Name	Address
Eighth SRJ Pty Limited	1408 St Georges Road, Toorak, Victoria 3142
Andrew Abercromble	108 St Georges Road, Toorak, Victoria 3142

Signature

print name Andrew Abercromble capacity Director sign hore date 13 / 12 / 2006 DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be to ferred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevent interest" in sections 608 and 671B(7) of the Corporations Act 2001, $(1)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• 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 $(5)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document $\left( n\right)$ setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
  securities to which the relevant interest relates (indicating clearly the $\left( 0\right)$

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

• $\left( 8\right)$ 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".
• 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, $(9)$ become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included 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

CONFORMED COPY MALLESONS STEPHEN JAQUES

This is Annexure "A" of ²⁴pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 13 December 2006.

Andrew/Abercrombie, Director

Flexirent Holdings Share Purchase Agreement

Dated

FlexiGroup Limited ACN 122 574 583 ("FlexiGroup") FlexiGroup Subco Pty Limited ACN 122 713 357 ("Subco") Flexirent Holdings Pty Ltd ACN 103 556 127 ("Flexirent Holdings") The persons identified in Schedule 1 ("Sellers")

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 Ref. MAB:NKK

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Flexirent Holdings Share Purchase Agreement Contents

Details		1
	General terms	3
1	Agreement for sale and purchase	3
1.1	Sale and purchase	3
1.2 1.3	Free from Encumbrance	3
	Pre-emption rights	Э
2	Consideration	3
2,1	Consideration	3
2.2 2.3	Deferred Consideration	$\overline{\mathbf{3}}$
	Costs	3
3	Conditions Precedent	4
3.1	Conditions	4
4	Completion and Settlement	4
4.1	Time and place of completion	4
4.2	Completion procedure	4
4.3 44	Completion procedure Deferred Consideration	4
4.5	Cash payments	5
46	Issue of Shares	5 5
4.7	Appointment of proxy and attorney	6
48	Obligations interdependent	$\overline{7}$
5	Representations, warranties and undertakings	7
5.1 5.2	Seller representations and warranties	7
5,3	Other representations and warranties Trustees	7
5.4	Subco's acknowledgment	7
5,5	Seller's undertaking	8 8
5,6	FlexiGroup's acknowledgment, undertaking and indemnity	8
6	Equity Documents	9
6.1	Background	9
6.2 6,3	Releases	9
6.4	Inconsistency Equity Documents	9
		9

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7	Obligations of the parties	10
8	Publicity	10
9	Notices
9,1	Form	10
9.2	Delivery	10
9.3	When effective	10
9.4	Receipt - post	10 10
9.5	Receipt - fax	10
9.6	Receipt - general	11
10	Costs and stamp duty	11
10,1	Costs	11
10.2	Stamp duty generally	11
11	Goods and services tax	11
11.1	Consideration is GST exclusive	11
11,2	GST gross up	11
12	General	11
12.1	Partial exercising of rights	11
12.2	No liability for loss	11
12.3	Approvals and consents	12
12.4 12.5	Conflict of Interest	12
12.6	Rights and obligations are unaffected Variation and waiver	12
12.7	No merger	12
12.8	Further steps	12
129	Inconsistent law	12
12.10	Counterparts	12 2
12.11	Governing law	13
13	Interpretation	13
13.1	Definitions
13.2 1	References to certain general terms	13 15
13.3	Headings	16
	Schedule 1 - Sellers and Sale Shares	17
	Schedule 2 - Consideration	18
	Schedule 3 - Form of transfer	19
	Signing page	20

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Flexirent Holdings Share Purchase Agreement Details

Interpretation - definitions are at the end of the General terms

Parties		FlexiGroup, Subco, Flexirent Holdings and Sellers
FlexiGroup	Name	FlexiGroup Limited
	ACN	122 574 583
	Address	Level 8, The Forum, 201 Pacific Highway St Leonards NSW 2065
	Fax	(02) 8905 2424
	Attention	Company Secretary
Subco	Name	FlexiGroup Subco Pty Limited
	ACN	122 713 357
	Address	Level 8, The Forum, 201 Pacific Highway St Leonards NSW 2065
	Fax	(02) 8905 2424
	Attention	Company Secretary
Flex/rent Holdings	Name	Flexirent Holdings Pty Limited
	ACN	103 556 127
	Address	Level 8, The Forum, 201 Pacific Highway St Leonards NSW 2065
	Fax	(02) 8905 2424
	Attention	Company Secretary
Sellers		The persons identified in Schedule 1.
		Notice details for each Seller are set out in Schedule 1.
Recitals	A	Each Seller is the registered owner of the Sale Shares set out against its name in Schedule 1.

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agreement

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	в	Subco made offers to acquire all the shares in Flexirent Holdings under the Purchase Offer. Pursuant to acceptances of those offers, each Seller has agreed to transfer or procure the transfer of its Sale Shares to Subco on the terms and conditions of this agreement.
Governing law	New South Wales
Date of	See Signing page

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Flexirent Holdings Share Purchase Agreement

General terms

Agreement for sale and purchase 1

$1.1$ Sale and purchase

Each Seller agrees to sell to Subco and Subco agrees to purchase from that Seller all its Sale Shares on the terms and conditions of this agreement.

$1.2$ Free from Encumbrance

Each Seller must transfer or procure the transfer of its Sale Shares free from any Encumbrance and with all rights, including dividend rights, attached or accruing to them on and from the date of this agreement.

$1.3$ Pre-emption rights

Each Seller waives in favour of Flexirent Holdings any pre-emption or other rights which it has at the date of this agreement under any Equity Document or might otherwise have in respect of any Sale Shares held by each other Seller.

$\overline{2}$ Consideration

$2.1$ Consideration

The consideration payable to each Seller or to each person a Seller directs ("Nominee(s)") for the sale of its Sale Shares comprises:

• the cash amount calculated in accordance with part 1 of Schedule 2; $\left( 1\right)$ and
• the number of Shares (if any) calculated in accordance with part 2 of $(b)$ Schedule 2.

$2.2$ Deferred Consideration

Notwithstanding clause 2.1, each Sub-underwriter (as defined in clause 4.3(a)) will have part of the consideration payable to it deferred (such amount representing the balance for the outstanding component of consideration owing to it for the sale of its Sale Shares) ("Deferred Consideration") and payable in accordance with clauses 4.3(b) and 4.4.

$2.3$ Costs

The parties agree that FlexiGroup is responsible for and must discharge all the transaction costs of the Group relating to the Offer.

$6/24$

3 Conditions Precedent

$3.1$ Conditions

This agreement is conditional on:

• the Underwriting Agreement not being terminated prior to $(a)$ Completion occurring:
• the Prospectus being lodged with ASIC and not withdrawn; and $(b)$
• FlexiGroup not having withdrawn the Offer prior to the fulfilment or $(c)$ waiver of each of the Conditions in paragraphs (a) and (b) of this clause 3.1.

For the avoidance of doubt, if each of the Conditions in paragraphs (a), (b) and (c) of this clause 3.1 is satisfied, this agreement will come into existence immediately prior to Settlement.

4 Completion and Settlement

$4.1$ Time and place of completion

Completion is to take place immediately after Settlement and payment of the cash consideration due from Subco on cancellation of existing performance options in Flexirent Holdings and/or Flexirent Capital on the Completion Date at the offices of Mallesons Stephen Jaques, Level 60, Governor Phillip Tower, 1 Farrer Place, Sydney or at any other time and place agreed to in writing by the parties.

$4.2$ Completion procedure

At Completion, each Seller (or its representative) must deliver or cause to be delivered to Subco (to the extent not previously delivered to Subco):

• share certificate(s) for its Sale Shares (where available); and $(a)$
• a transfer of its Sale Shares in favour of Subco, in the form appearing $(b)$ in Schedule 3 ("Form of Transfer") duly completed and executed by the registered holder of its Sale Shares.

As envisaged under clause 10.2, Subco is liable for and indemnifies each Seller against any stamp duty, duty or other taxes of a similar nature that is payable on the Form of Transfer.

$4.3$ Completion procedure

• Subject to clause 4.3(b), each Seller's Consideration (other than any $\left( a\right)$ Seller required to sub-underwrite the Reserved Offer ("Subunderwriter") must be satisfied at Completion.
• The amount of consideration payable to any Sub-underwriter must be $(b)$ satisfied in 2 stages as follows:

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• in part (as to \$7,000,000 worth in aggregate between all Sub- $(i)$ underwriters pro rata to their existing shareholdings in Flexirent Holdings) pending settlement of the Reserved Offer occurring and must be satisfied at Reserved Offer Settlement; and
• $(ii)$ in part as to the balance which must be satisfied at Completion.

4.4 Deferred Consideration

Each Sub-underwriter, depending upon the outcome of the Reserved Offer, will receive on Reserved Offer Settlement:

• if the Reserved Offer is fully subscribed, cash funded from the $(a)$ proceeds of the Reserved Offer as a result of subscriptions made by Reserved Offer Applicants for all the consideration payable to that Sub-underwriter and deferred until Reserved Offer Settlement; and
• $(b)$ to the extent that the Reserved Offer is not fully subscribed:
• $(i)$ Shares issued under the Prospectus, immediately following Reserved Offer Settlement; and/or
• cash funded from the proceeds of the issue of the Shares $(ii)$ under the underwriting arrangements for the Reserved Offer,

in each case, consistent with the underwriting and sub-underwriting arrangements for the Reserved Offer and allocated to each Subunderwriter pro rata to their existing shareholdings in Flexirent Holdings.

4.5 Cash payments

Any eash consideration payable to a Seller must be paid by way of bank cheque or electronic funds transfer to an account(s) nominated by the Seller.

4.6 Issue of Shares

The Shares issued to any Seller or to each person that Seller directs ("Nominee(s)") at Settlement or at Reserved Offer Settlement must be issued on the following terms and conditions:

• each Share must be issued fully paid and in the same class as those to $(a)$ be listed for quotation on the ASX in connection with the Offer and the Seller or its Nominee(s) will not be required to make any payment to subscribe for its Shares (apart from the transfer of its relevant Sale Shares as contemplated by this agreement);
• the Shares must be issued free of any Encumbrance; $(b)$
• the Shares must be issued subject to the disclosures in the Prospectus; $\left( \mathbf{c} \right)$
• FlexiGroup must apply to the ASX for official quotation of the Shares $(d)$ within five Business Days after their issue and pay any necessary fees

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and expenses required to be paid to the ASX in respect of the quotation of the Shares; and

$(e)$ the Shares must be Issuer Sponsored.

$4.7$ Appointment of proxy and attorney

• From Completion and until Subco is registered as holder of the $(a)$ relevant Sale Shares, each Seller ("Attorney Sellers") irrevocably appoints Subco as its proxy, attorney and body corporate representative in respect of its Sale Shares. Each Attorney Seller acknowledges that the appointment is for valuable consideration and to secure Subco's rights as transferee of the Sale Shares.
• From Completion, Subco has authority in respect of the Sale Shares $(b)$ of an Attorney Seller:
• to attend and vote at shareholders' meetings of Flexirent $(i)$ Holdings:
• $(ii)$ to agree to shareholders' meetings of Flexirent Holdings being held at short notice; and
• $(iii)$ to give any consents and exercise all other powers that the relevant Attorney Seller has in its capacity as shareholder of Flexirent Holdings.
• $(c)$ Subco may exercise its rights under this clause 4.7 in relation to Sale Shares in its own name or in the name of the Attorney Seller.
• Subco may exercise its rights under this clause 4.7 even if it benefits $(d)$ from the exercise of those rights.
• Each Attorney Seller must ratify anything that Subco does in respect $(e)$ of the Sale Shares of that Attorney Seller under this clause 4.7.
• At any time, Subco may appoint or remove any substitute, delegate, $\circ$ sub-attorney or sub-proxy.
• The appointments under this clause 4.7 are exclusive and Subco has $\left( g\right)$ authority to represent a Attorney Seller in respect of its Sale Shares to the exclusion of the relevant Attorney Seller. No Attorney Seller may interfere with Subco's exercise of its rights as proxy, attorney and representative (whether by casting a vote, attending meetings itself or otherwise).
• If Subco requests, an Attorney Seller must execute a form of proxy or $(h)$ power of attorney in respect of any appointment under this agreement, appointing Subco as the Attorney Seller's sole proxy, attorney, representative or any or all of them and conferring on Subco the rights and powers set out in this clause 4.7.

6

4.8 Obligations interdependent

• Subco is not obliged to Complete unless each Seller Completes $(a)$ simultaneously.
• $(b)$ In respect of Completion, the obligations of the parties under this agreement are interdependent and all actions required to be performed will be taken to occur simultaneously on the date Completion occurs.

Representations, warranties and undertakings 5

$5.1$ Seller representations and warranties

Each Seller represents and warrants for the benefit of Subco as at the date of this agreement and at the Completion Date that:

• it legally and beneficially owns (or if a trustee, holds on trust for the $(a)$ beneficiaries of a trust, details of which have been disclosed to Flexirent Holdings) its Sale Shares free of all Encumbrances; and
• $(b)$ it is entitled to sell and transfer its Sale Shares to Subco without the consent of any third person and free of any rights of pre-emption or rights of first refusal, of any third person.

$5.2$ Other representations and warranties

Each party represents and warrants for the benefit of each other party that:

• it has taken all necessary action to authorise the signing, delivery and $(a)$ performance of its obligations under this agreement and in accordance with the terms of this agreement;
• it has the power and authority to enter this agreement and perform its $(b)$ obligations under this agreement; and
• $(c)$ this agreement is a valid and binding obligation on it.

$5.3$ Trustees

Where a Seller is entering into this agreement as a trustee of a trust ("Trust"), the Seller represents and warrants that as at the date of this agreement and at the Completion Date:

• the Seller is the sole trustee of the Trust, it has not given any notice of $\left( a\right)$ resignation and no action has been taken to appoint an additional trustee of the Trust:
• there has been no action by the beneficiaries of the Trust or any other $(b)$ third party to remove the Seller as trustee;
• the Seller is not in breach of any of its material obligations as trustee, $\left( c\right)$ whether under the trust deed of the Trust or otherwise;
• the Trust is duly constituted and has not been terminated, nor has the $(d)$ date or any event occurred for the vesting of the Trust fund; and

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no part of the Trust fund has been resettled, set aside or transferred to $(e)$ any other person, whether as trustee or otherwise, or mixed with any other property.

$5.4$ Subco's acknowledgment

Subco acknowledges that:

• (no other representations) in entering into this agreement and in $\left( a\right)$ proceeding to Completion, it does not rely on any representation, warranty, condition or other conduct which may have been made by or on behalf of each Seller, except the Warranties given by that Seller; and
• (exclusion of other terms) except as provided in the Warranties $(b)$ given by the relevant Seller, all terms, conditions, warranties and statements, whether express, implied, written, oral, collateral, statutory or otherwise, are excluded, and each Seller disclaims all liability in relation to them, to the maximum extent permitted by law.

5.5 Seller's undertaking

Each Seller undertakes not to Deal with its Sale Shares prior to Completion. The parties agree that damages would be an insufficient remedy for breach of this clause $5.\overline{5}$ and each Seller agrees that Subco is entitled to seek and obtain an injunction or specific performance to enforce that Seller's obligation under this clause 5.5 without proof of actual damage and without prejudice to any of its other rights or remedies.

FlexiGroup's acknowledgment, undertaking and indemnity 5.6

• FlexiGroup acknowledges that one or more of the Sellers may agree $(a)$ to provide undertakings and/or an indemnity to ASX to facilitate providing conditional and deferred settlement market trading ("CDS") in Shares prior to the issue of Shares under the Prospectus.
• FlexiGroup undertakes to each Seller to give, and comply with, all $(b)$ and any undertakings required by ASX in connection with CDS including to use best endeavours to procure its agents and advisers to facilitate and perform the actions required by the undertaking.
• The parties agree that damages would be an insufficient remedy for $(c)$ breach of this clause 5.6 and FlexiGroup agrees that each Seller is entitled to seek and obtain an injunction or specific performance to enforce FlexiGroup's obligation under this clause 5.6.
• FlexiGroup and Flexirent Holdings each agree unconditionally and $(d)$ irrevocably to indemnify and hold harmless each Seller and its affiliates ("Indemnified Party") from and against:
• $(i)$ all damage, loss, cost, expense or liability incurred by an Indemnified Party, however arising and whether present or future, actual or contingent (excluding loss of profit or damage to reputation) directly or indirectly suffered or incurred by: or

$\frac{1}{8}$ 11/24

$(ii)$ any claim, action, proceeding or demand made against an Indemnified Party, however arising and whether present or future, actual or contingent made against.

an Indemnified Party arising out of or in connection with any breach of this clause 5.6.

$(e)$ The indemnity in this agreement is a continuing obligation of each of FlexiGroup and of Flexirent Holdings, independent from the other obligations of the parties under this agreement and continue after this agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.

6 Equity Documents

$6.1$ Background

The parties acknowledge that they have entered into this agreement as part of the arrangements pursuant to which it is intended that the Sellers will exit their interests in Flexirent Holdings and that those arrangements may not be entirely as envisaged or in compliance with the Equity Documents.

$6.2$ Releases

If any party ("Defaulting Party") undertakes any step required under this agreement and consequently fails to perform any obligation under any Equity Document ("Technical Default"), each party:

• $(a)$ irrevocably agrees that any Technical Default must not be regarded as a breach of any Equity Document and irrevocably and automatically releases the Defaulting Party from all Claims which it would or might have against the Defaulting Party in connection with the Technical Default; and
• $(b)$ undertakes not to bring or make any Claim against the Defaulting Party under or in connection with any Equity Document in connection with the Technical Default.

$6.3$ Inconsistency

If there is an inconsistency between this agreement and any Equity Document, this agreement prevails to the extent of that inconsistency.

6.4 Equity Documents

Except for the matters contemplated by this agreement, the Equity Documents remain in full force and effect unless and until Completion occurs at which point they all (other than the Constitution) automatically terminate on Completion.

$\frac{1}{2}12/24$

$\overline{7}$ Obligations of the parties

Each Seller is liable only to Subco. Flexirent Holdings and FlexiGroup under this agreement and has no liability to any other Seller.

8 Publicity

A Seller may not make press or other announcements or releases relating to this agreement and the transactions the subject of this agreement without the prior written approval of Subco to the form and manner of the announcement or release unless and to the extent that the announcement or release is required to be made by the party by law.

9 Notices

$9.1$ Form

Unless expressly stated otherwise in this agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this agreement must be in writing, signed by the sender (if an individual) or an authorised officer of the sender or, if the recipient has notified otherwise, then marked for attention in the way last notified.

$9.2$ Delivery

Notices must be:

• $(a)$ left at the address set out or referred to in the Details; or
• (b) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details; or
• $(c)$ sent by fax to the fax number set out or referred to in the Details; or
• $(d)$ given in any other way permitted by law.

However, if the intended recipient has notified a changed postal address or changed fax number, then the communication must be to that address or number.

$9.3$ When effective

Notices take effect from the time they are received unless a later time is specified.

$9.4$ Receipt - post

If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or from a place outside Australia).

$9,5$ Receipt - fax

If sent by fax, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.

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$9.6$ Receipt - general

Despite clauses 9.4 ("Receipt - post") and 9.5 ("Receipt - fax"), if a notice is received after 5.00pm in the place of receipt or on a non-Business Day, the notice are to be taken to be received at 9.00am on the next Business Day.

10 Costs and stamp duty

$10.1$ Costs

Subject to clause 10.2, each party must bear and is responsible for its own costs in connection with the preparation, execution and carrying into effect of this agreement.

$10.2$ Stamp duty generally

Subco is liable for and indemnifies each Seller against any stamp duty, duty or other taxes of a similar nature that is payable on or in relation to this agreement or any transaction entered into pursuant to this deed, including on any Form of Transfer delivered under clause 4.2.

11 Goods and services tax

$11.1$ Consideration is GST exclusive

Any consideration payable or to be provided for any supply made under this deed has been calculated without regard to and does not include any amount on account of GST.

$11.2$ GST gross up

The parties acknowledge that no GST should be payable in respect of any supply made under this deed. However, if the Australian Taxation Office determines in writing that if any party ("Supplier") is liable to pay GST on a supply made under this deed, then the recipient of the supply agrees to pay that party an additional amount equal to the GST exclusive consideration payable for the supply multiplied by the prevailing GST rate provided that the Supplier first gives the recipient a tax invoice and a copy of the written notification by the Australian Taxation Office.

$12$ General

$12.1$ Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.

$12.2$ No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this agreement.

$14/24$ $11$

$12.3$ Approvals and consents

By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

Conflict of Interest $12.4$

The parties' rights and remedies under this agreement may be exercised even if this involves a conflict of duty or a party has a personal interest in their exercise.

$12.5$ Rights and obligations are unaffected

Rights given to the parties under this agreement and the parties' liabilities under it are not affected by anything which might otherwise affect them by law.

$12.6$ Variation and waiver

A provision of this agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

$12.7$ No merger

The warranties, undertakings and indemnities in this agreement do not merge on Completion.

$12.8$ Further steps

Each party agrees, at its own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed);

• $(a)$ to bind the party and any other person intended to be bound under this agreement;
• $(b)$ to enable Subco to exercise its rights in connection with the Sale Shares: and
• $(c)$ to enable the party to register any power of attorney contemplated in this agreement.

$12.9$ Inconsistent law

To the extent permitted by law, this agreement prevails to the extent it is inconsistent with any law.

12.10 Counterparts

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

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12.11 Governing law

This agreement is governed by the law in force in the place specified in the Details. Each party submits to the non-exclusive jurisdiction of the courts of that place.

13 Interpretation

$13.1$ Definitions

These meanings apply unless the contrary intention appears:

ASX means the Australian Stock Exchange.

Broker Firm Offer has the same meaning given to that term in the Prospectus.

Claim includes any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Completion means completion of this agreement and the sale and purchase of all the Sale Shares in accordance with the terms of this agreement and Complete has a corresponding meaning.

Completion Date means the date on which Settlement of the Broker Firm Offer and Institutional Offer is to take place in accordance with the Underwriting Agreement.

Conditions means the conditions contained in clause 3.1.

Constitution means the constitution of Flexirent Holdings.

Corporations Act means the Corporations Act 2001 (Cwlth).

Deal includes sell, offer for sale, transfer, assign or grant or allow to exist any Encumbrance, trust, option or other right in relation to the whole or any part of the Sale Shares or any interest in any of them, other than such trusts as are disclosed on the Share Register and any Encumbrance, trust, option or other right that exists pursuant to an Equity Document.

Encumbrance means any interest or power:

• $(a)$ reserved in or over any interest in an asset; or
• (b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the performance of any obligation, but does not include any such interest or power which is reserved in or over, or which is created or otherwise arises in or over, any asset pursuant to an Equity Document.

Equity Documents means:

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• $(a)$ the Shareholders Agreement:
• $(b)$ the Constitution.

Flexirent Holdings means Flexirent Holdings Pty Ltd ACN 103 556 127.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Group means FlexiGroup and its Subsidiaries.

GST has the same meaning as in the GST Law.

GST Law has the meaning given to that term in A New Tax System (Goods) and Services Tax) Act 1999 (Cwlth) and any other Act or regulation relating to the imposition or administration of GST.

Institutional Offer has the same meaning given to that term in the Prospectus.

Issue Price means the price at which persons may apply for Shares under the Offer, as specified in the Prospectus.

Issuer Sponsored means, in respect of Shares, means new ordinary shares issued by FlexiGroup that are held in uncertified form without the holder of the shares entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in the Clearing House Electronic Sub-Register System (commonly known as CHESS).

Liability includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatsoever nature or description irrespective of when the acts, events or things giving rise to the liability occurred.

Nomines (s) has the meaning given to in clause 4.6.

Offer means the initial public offer of ordinary shares in FlexiGroup described in the Prospectus.

Prospectus means the prospectus of FlexiGroup dated on or about 21 November 2006.

Reserved Offer has the same meaning given to that term in the Prospectus.

Reserved Offer Applicant has the same meaning given to that term in the Prospectus,

Reserved Offer Settlement means settlement of the Reserved Offer as described in the Prospectus.

Purchase Offer means the offers made by Subco dated on or about 20 November 2006 to all shareholders in Flexirent Holdings to acquire all the issued shares in Flexirent Holdings.

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Sale Shares means, in relation to a Seller, the shares in Flexirent Holdings described opposite that person's name in Schedule 1.

Sellers means those persons identified in Schedule 1 and Seller must be construed accordingly.

Seller's Consideration means, in relation to a Seller, the consideration payable to that Seller for the sale of its Sale Shares comprising the cash consideration and the number of Shares payable or to be issued to that Seller or its Nominee(s) in accordance with clause 2.

Settlement means the issue of Shares under the Broker Firm Offer and Institutional Offer as described in the Prospectus.

Share Register means the register of members of Flexirent Holdings.

Shareholders Agreement means the Shareholders Agreement dated 4 April 2005 between Flexirent Holdings, each of the Sellers, Andrew Abercrombie, David Berkman and John DeLano as amended from time to time.

Shares means new fully paid ordinary shares in FlexiGroup.

Subsidiaries has the meaning given to that term in the Corporations Act.

Tax Invoice has the meaning given to that term in the GST Law.

Underwriting Agreement means the Underwriting Agreement relating to the Offer and described in the Prospectus.

Warranties means the representations and warranties given under clauses 5.1 to 5.3 (inclusive).

$13.2$ References to certain general terms

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

• $(a)$ (variations or replacement) a document (including this agreement) 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 agreement. and references to this agreement include a reference to its annexures and schedules:
• $\mathcal{L}(\mathbf{c})$ (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);

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• $(e)$ (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, 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:
• $(h)$ (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:
• $\left( i\right)$ (dollars) Australian dollars, dollars, A\$ or \$ is a reference to the lawful currency of Australia;
• (reference to a day) a day is to be interpreted as the period of time (j) commencing at midnight and ending 24 hours later;
• $\left( k\right)$ (next day) if an act under this agreement to be done by a party on or by a given day is done after 5.30pm on that day, it is taken to be done on the next day; and
• $(1)$ (time of day) time is a reference to Sydney time.

$13.3$ Headings

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

EXECUTED as an agreement.

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Flexirent Holdings Share Purchase Agreement
Schedule 1 - Sellers and Sale Shares

Seller	Address/Fax	Sale Shares
Eighth SRJ Pty Ltd as trustee of the Philadelphia Trust (ACN 005 862 484)	108 St Georges Road, Toorak, Victoria 3142	25,790,170 ordinary shares
	Fax: +61 3 9445 1150
	Attention: Andrew Abercrombie
Viewlove Pty Ltd as trustee of the David Berkman Family Trust (ACN 056 984 439)	43 Coolawin Road, Northbridge, New South Wales 2063	6,286,084 ordinary shares
	Fax: $+61299581867$
	Attention: David Berkman
John DeLano and Kylie DeLano as trustees of the	21 Hayle Street, St Ives, New South Wales 2075	430,556 ordinary shares
DeLano Trust	Fax: $+61294409430$
	Attention: John DeLano

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Flexirent Holdings Share Purchase Agreement

Schedule 2 - Consideration

Part 1: Cash amount payable to each Seller

The total consideration payable for all the Sale Shares is \$426,900,000 which must be allocated as follows:

Person(s)	% payable
Eighth SRJ Pty Ltd as trustee of the Philadelphia Trust	79 338
Viewlove Pty Ltd as trustee of the David Berkman Family Trust	19.338
John DeLano and Kylie DeLano as trustees of the DeLano Trust	1.324

The cash payable to a Seller is:

$A \times B \times (100\% - C)$ $=$

where:

$A =$ \$426,900,000.

$B =$ that Seller's percentage allocation in the table above.

$C =$ the % of the total consideration payable to that Seller for which that Seller elected to receive Shares (to be issued to it or its Nominee(s)) when accepting its Purchase Offer

Part 2: No. of Shares

For a Seller:

No of shares* =
$$
\frac{A \times B \times C}{D}
$$

* This must be rounded down to the nearest whole number of Shares.

$A =$ \$426,900,000.

• $B =$ that Seller's percentage allocation in the table above.
• $C =$ the % of the total consideration payable to that Seller for which that Seller elected to receive Shares when accepting its Purchase Offer.
• $D =$ the Issue Price.

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Flexirent Holdings Share Purchase Agreement

Schedule 3 - Form of transfer

STANDARD SHARE TRANSFER FORM
FULL NAME OF COMPANY		For Non-Market Transactions FLEXIRENT HOLDINGS PTY LTD ACN 103 556 127
DESCRIPTION OF SECURITIES	class ORDINARY	fully paid
	quantity;	words	figures
FULL NAME OF TRANSFEROR			(ACN
CONSIDERATION			Date of Purchase /2006
FULL NAME OF TRANSFEREE		FLEXIGROUP SUBCO PTY LIMITED	ACN 122 713 357
ADDRESS OF TRANSFEREE		LEVEL 8, THE FORUM, 201 PACIFIC HIGHWAY, ST LEONARDS NSW 2065
REGISTRATION REQUEST			Please register the transfer of the abovenamed securities from the Transfetor to the Transferee
BENEFICIAL INTEREST			Upon registration of this transfer, the transferee will hold the above securities beneficially
. . . .

I, the Transferor and the registered holder of the above securities, for the consideration stated, transfer the abovenamed securities to the Transferee, free from all encumbrances. I warrant that I am legally authorised and entitled to transfer the

I, the Transferee, hereby accept the securities. I agree to become a member of Flexirent Holdings Pty Ltd and to be bound by the Constitution of Flexirent Holdings Pty Ltd on being registered as the holder of the securities.

EXECUTION BΥ TRANSFEROR
DATE EXECUTED /2006
EXECUTION BY TRANSFEREE	EXECUTED by FLEXIGROUP SUBCO PTY LIMITED in accordance with section 127(1) of the Corporations Act by authority of its directors:	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Signature of director/company secretary delete whichever is not applicable
	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Signature of director .	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Name of director/company secretary (block letters) delete whichever is not applicable
DATE EXECUTED /2006	Name of director (block letters)

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Flexirent Holdings Share Purchase Agreement Signing page

DATED.
EXECUTED by FLEXIGROUP SUBCO PTY LIMITED in accordance with section 127(1) of the Corporations Act 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 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

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EXECUTED by FLEXIGROUP HOLDINGS PTY LIMITED in accordance with section 127(1) of the Corporations Act 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) vdelete whichever is not applicable
EXECUTED by FLEXIGROUP SUBCO PTY LIMITED in accordance with section 127(1) of the Corporations Act by authority of its directors, as authorised signatory for each person listed in schedule 1 in the column headed "Seller":
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