SMART PARKING LIMITED — Capital/Financing Update 2014

Feb 18, 2014

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The World’s Smartest Parking Tools

Manager of Company Announcements ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

19 February 2014

By E-Lodgement

Cleansing Notice

Entitlement Offer cleansing notice under section 708AA(2)(f) Corporations Act – Smart Parking Ltd (ASX Code: SPZ)

Australia 177 Salmon Street Port Melbourne Victoria 3207

New Zealand 2 Oliver Street Cambridge 3450

www.smartparking.com info@smartparking.com

ASX: SPZ

Smart Parking Limited ( Smart Parking or Company ) announced on 19 February 2014 that it will undertake a 2 for 5 pro rata accelerated non-renounceable entitlement offer of fully paid ordinary shares in the Company to raise approximately $12.5 million ( Entitlement Offer ).

The Entitlement Offer is fully underwritten by Baillieu Holst Ltd ( Underwriter ), and is fully sub-underwritten by Finico Pty Ltd ( Finico ), a company controlled by Mr Chris Morris, Chairman of the Company and a holder of approximately 19.91% of the issued ordinary shares in the Company.

The offer price ( Offer Price ) for the Entitlement Offer will be $0.15 per new share ( New Shares ).

Under the Entitlement Offer, eligible shareholders (that is shareholders with registered addresses in Australia and New Zealand) will be able to subscribe for 2 New Shares in the Company for every 5 existing shares held at 7.00pm (AEDT) on Monday 24 February 2014 ( Record Date ) at the Offer Price ( Entitlements ). The Entitlement Offer includes an institutional component ( Institutional Entitlement Offer ) and a retail component ( Retail Entitlement Offer ).

Smart Parking will offer the New Shares for issue without disclosure to eligible shareholders offered Entitlements and exempt investors under Part 6D.2 Corporations Act 2001 ( Corporations Act ) as notionally modified by ASIC Class Order 08/35 (CO 08/35).

Further details regarding the Entitlement Offer are set out in the Investor Presentation that was lodged with ASX on 19 February, 2014 and the Information Booklet that the Company expects to release on Tuesday 25 February 2014 and that will be dispatched to eligible shareholders offered Entitlements ( Entitled Shareholders ) on or about Tuesday 25 February 2014.

Details of the securities issued

Class of Securities	Ordinary Shares
ASX Code of the securities:	SPZ

ME_111638906_1 (W2007)

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Date of the issue or expected issue Thursday 28 February of the securities: 2014 for shares issued under the Institutional Entitlement Offer Thursday 20 March 2014 for shares issued under the Retail Entitlement Offer Total number of securities expected 83,323,441 New Shares to be issued (subject to rounding of fractional entitlements):

For the purposes of section 708AA(7) of the Corporations Act, Smart Parking states as follows:

• 1 the New Shares will be issued without disclosure under Part 6D.2 of the Corporations Act as notionally modified by CO 08/35;

• 2 this notice is given under section 708AA(2)(f) of the Corporations Act as notionally modified by CO 08/35;

• 3 as at date of this notice, Smart Parking has complied with:

  • a. the provisions of Chapter 2M Corporations Act as they apply to Smart Parking; and

  • b. section 674 of the Corporations Act;

• 4 as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) Corporations Act;

• 5 the potential effect that the Entitlement Issue will have on the control of the Company, and the consequences of that effect, will depend on a number of factors including the extent to which Eligible Shareholders participate in the Entitlement Offer. However:

  • a. if all Entitled Shareholders take up their Entitlements to New Shares under the Entitlement Offer, the Entitlement Offer will have no effect on the control of Smart Parking as the Entitlement Issue is being extended to all Entitled Shareholders with registered addresses in Australia and New Zealand which shareholders together account for all but a relatively insignificant number of shares;

  • b. to the extent that Entitled Shareholders do not take up their Entitlements in full there may be a dilutionary effect on their proportionate shareholdings. In the event of a shortfall, Entitled Shareholders may subscribe for shortfall shares. Entitled Shareholders subscribing for shortfall shares will receive allocations of those shares subject to the available number of shortfall shares and the application of the 20% voting power threshold in section 606 of the Corporations Act ahead of sub-underwriters including Finico in its capacity as sub-underwriter.

  • c. Sub-underwriters (if any) other than Finico will be allocated shortfall shares in accordance with their sub-underwriting commitments ahead of Finico in its capacity as sub-underwriter.

  • d. acceptance of entitlements or the placement of shortfall may also result in Entitled Shareholders significantly increasing their interest in the Company or obtaining a substantial interest in the Company;

ME_111638906_1 (W2007)

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• e. depending on the extent of the Entitled Shareholders' participation in the Entitlement Issue and the extent to which additional sub-underwriting commitments (which will rank ahead of Finico's commitment as outlined above), the Underwriter's and Finico's holdings in Smart Parking will remain the same or increase;

• f. if there is a shortfall of Entitlements taken up under the Entitlement Offer and there are no other sub-underwriting commitments, such that Finico must subscribe for the full amount of its subunderwriting commitment, Finico would hold, and be in a position to control, approximately 42.8% of the expanded capital of the Company following the completion of the Entitlement Offer. The table below outlines the potential changes in control on various Entitlements take up and sub-underwriting assumptions:

Entitlement Offer component	Case 1	Case 2
Institutional EntitlementsOffer take up (in excess ofFinico's commitment asEntitled Shareholder)	0%	75%
Retail Entitlement Offer Take-up	0%	50%
Retail Entitlement Offer sub-underwriting	0%	25%
Potential Finico Holding postEntitlement Offer	42.8%	25.6%

For and on behalf of Smart Parking:

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Jeremy King Company Secretary Smart Parking Limited

ME_111638906_1 (W2007)