SMART PARKING LIMITED — Share Issue/Capital Change 2012

Feb 20, 2012

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

21 February 2012

By E‐Lodgement

Issue of Shares ‐ Employee Stock Ownership Plan

Please find attached an Appendix 3B which details the issue of 2,000,000 shares pursuant to the Company's Employee Stock Ownership Plan, following the settlement of the acquisition of Town & City Parking (UK) Limited.

Yours faithfully,

Jeremy King Company Secretary

The World's Smartest Parking Tools

Head Office 2 Oliver Street PO Box 939 Cambridge 3450 New Zealand Tel: +64 7823 2090 Fax: +64 7823 2094

www.carparkingtechnologies.com

info@carparkingtechnologies.com

ASX: CPZ

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

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

Name of entity

CAR PARKING TECHNOLOGIES LIMITED

ABN

45 119 327 169

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Ordinary Fully Paid Shares

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

2,000,000

Ordinary Fully Paid Shares

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	Yes
5	Issue price or consideration	$0.30 per Share
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Issued pursuant to Employee Stock OwnershipPlan
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	21 February 2012
		Number	+Class
8	Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 2 if applicable)	135,358,602	Ordinary fully paid shares
			+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause 2if applicable)	Number55,865,055	Ordinary fully paid shares(Escrowed 24 months from22 February 2011)
		16,884,945	Ordinary fully paid shares(Escrowed 12 months from10 February 2011)
		2,000,000	Unlisted optionsexercisable at $0.20 on orbefore 30 June 2013

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the +securities will be offered	N/A
14	+Class of +securities to which the offer relates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregatedfor calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has +security holders whowill not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to bedealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodgeacceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent on +security holders' approval, the date ofthe meeting	N/A
26	Date entitlement and acceptance form and prospectus or ProductDisclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holdersto participate on exercise, the date on which notices will be sent tooption holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

• 30 How do +security holders sell their entitlements in full through a broker?
• 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of +securities for which quotation is sought

N/A N/A

N/A

40	Do the +securities rank equally in all respectsfrom the date of allotment with an existing+class of quoted +securities?
	If the additional securities do not rank equally,please state:•the date from which they do•the extent to which they participate for thenext dividend, (in the case of a trust,distribution) or interest payment•the extent to which they do not rank equally,other than in relation to the next dividend,distribution or interest payment
41	Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

Print name: JEREMY KING, COMPANY SECRETARY == == == == ==

Date: 21 February 2012