Eclipx : Notice of Annual General Meeting

For personal use only

2022 Notice of Annual General Meeting

ECLIPX GROUP LIMITED ACN 131 557 901

Notice of Annual General Meeting

For personal use only

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11 January 2022

Dear Shareholder,

On behalf of the Directors of Eclipx Group Limited (Eclipx or Company), I am pleased to invite you to attend the

2022 Annual General Meeting (AGM or Meeting) of Eclipx. Set out below is the Notice of Meeting which contains the business of the AGM.

Eclipx's 2022 AGM will be held on Friday, 18 February 2022 at 9am (AEDT) at the offices of Herbert Smith Freehills on Level 34, 161 Castlereagh Street, Sydney.

Year in Review

The Company, led by Chief Executive Officer Julian Russell, has continued to deliver strong financial results supported by both revenue growth and cost discipline which has resulted in record profitability in FY21. This included atypical gains on the sale of end of lease vehicles, reflecting a continuing strong market for used cars.

Company performance highlights in FY21 include:

• 166% growth in cash Earnings Per Share (EPS) to 28.1 cents per share
• 110% growth in cash Net Profit After Tax and Amortisation (NPATA) to $86 million
• 61% increase in market capitalisation to $792 million at 30 September 2021 (increase of $300 million)

In 2021 the Board commenced its "Renew and Refresh" Board succession programme. As the first stage in this, and after more than six years of dedicated service to the Company as Chair of the Board, Kerry Roxburgh AM handed over the position of Chair to me on May 6, 2021. In parallel, Linda Jenkinson was appointed Chair of the People, Culture, Remuneration & Nomination Committee and Mr Roxburgh subsequently retired from the Board on 31 August 2021.

Additionally, on 27 July 2021, the Board appointed two new Non-Executive Directors, Fiona Trafford-Walker and Cathy Yuncken. Both Ms Trafford-Walker and Ms Yuncken bring invaluable relevant experience, skills and knowledge in risk, finance, credit and strategy that will serve the Board, the Company and Shareholders.

The Renew and Refresh Board succession programme will continue with the appointment of two additional Directors to take the place of Mr Allen and Mr Shields prior to the conclusion of their upcoming 3 year term, for which they are currently standing for re-election at this AGM.

The Company's Board currently comprises six highly experienced Non-Executive Directors, four of whom are women. This composition makes Eclipx a leader for female Board representation in the ASX300.

At last year's AGM, the Company received its "first strike" against the FY20 Remuneration Report. Since then, the Board has carefully considered the feedback it received regarding the FY20 Remuneration Report. The Board has engaged and consulted with Shareholders and proxy advisors to further understand and address the concerns raised with the FY20 remuneration framework and disclosures set out in the FY20 Remuneration Report.

Following a thorough review of the existing remuneration framework, balanced with consideration of the feedback received, the Board implemented significant changes to take effect from FY22. The purpose of these changes is to ensure that executive remuneration reflects a return to a post-COVID-19 operating environment and completion of the restructuring of the business. This change continues to align with shareholder value creation and is designed to assist with attracting, motivating and retaining high-quality executives. For details of these changes, and the Board's response to the strike generally, please refer to the FY21 Remuneration Report.

Eclipx Group Limited  |  Notice of Annual General Meeting 2022

2022 AGM

Please be aware that we will be observing social distancing rules and we will not be offering refreshments at the AGM. Depending on the COVID-19 related restrictions that may apply on the date of the AGM, it may not be possible to admit all Shareholders who wish to attend. Any Shareholders who wish to attend the AGM should take heed of Government

onlywarnings and recommendations. Please monitor the Company's website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

If you are attending the AGM, please bring your Proxy Form with you to facilitate a faster registration. If you are unable to attend the AGM, I encourage you to complete and return the Proxy Form by no later than 9am (AEDT) on 16 February 2022 in one of the ways specified in the Notice of Meeting and Proxy Form.

I also encourage you to read the Notice of Meeting that follows (including the Explanatory Memorandum) and the accompanying Proxy Form and consider directing your proxy how to vote on each Resolution by marking either the "for" box, the "against" box or the "abstain" box on the Proxy Form.

useSubject to the abstentions noted in the Explanatory Memorandum, the Directors of Eclipx unanimously recommend that Shareholders vote in favour of all Resolutions, with the exception of Resolution 6 which the Directors unanimously recommend Shareholders vote AGAINST.

Thank you for your continued support of Eclipx and I look forward to your attendance and the opportunity to meet with you at the AGM.

Yours faithfully, personalGail Pemberton AO

Chair For

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Eclipx Group Limited  |  Notice of Annual General Meeting 2022

Notice of Annual General Meeting

For personal use only

Notice is given that the Annual General Meeting (AGM or Meeting) of shareholders (Shareholders) of Eclipx Group Limited (Eclipx or Company) will be held:

Date: 18 February 2022

Time: 9am (AEDT)

Venue: Herbert Smith Freehills

Level 34

161 Castlereagh Street

Sydney NSW 2000

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and Entitlement to Attend and Vote section are part of this Notice of Meeting.

1. Consideration of Reports

To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the financial year ended 30 September 2021.

All Shareholders can view the Annual Report which contains the Financial Report for the year ended 30 September 2021 on the Company's website at www.eclipx.com.

Questions and comments

Following consideration of the Financial Report, Directors' Report and Independent Auditor's Report, the Chair will give Shareholders as a whole a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chair will also give Shareholders as a whole a reasonable opportunity to ask the Auditor questions relevant to:

1. the conduct of the audit;
2. the preparation and content of the Independent Auditor's Report;
3. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
4. the independence of the Auditor in relation to the conduct of the audit.

Items for Approval

Resolution 1

Re-Election of Director - Trevor Allen

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That Trevor Allen, who retires in accordance with article 48(a) of the Company's Constitution, and being eligible, is re-elected as a Director of the Company."

Resolution 2

Re-Election of Director - Russell Shields

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That Russell Shields, who retires in accordance with article 48(a) of the Company's Constitution, and being eligible, is re‑elected as a Director of the Company."

Resolution 3

Election of Director - Fiona Trafford-Walker

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That Fiona Trafford-Walker, who retires in accordance with article 48(d) of the Company's Constitution, and being eligible, is elected as a Director of the Company."

Resolution 4

Election of Director - Cathy Yuncken

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That Cathy Yuncken, who retires in accordance with article 48(d) of the Company's Constitution, and being eligible, is elected as a Director of the Company."

Resolution 5

Remuneration Report

To consider and, if thought fit, pass the following as a non‑binding ordinary resolution of the Company:

"That the Company's Remuneration Report for the financial year ended 30 September 2021, as set out in the Directors' Report, is adopted."

The Remuneration Report is contained in the 2021 Annual Report (available at www.eclipx.com).

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Eclipx Group Limited  |  Notice of Annual General Meeting 2022

by or on behalf of a person who is a member of key management personnel (KMP) named in the 2021 Remuneration Report and their closely related parties (regardless of the capacity in which the vote is cast); or

Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (the Corporations Act), the vote

onlyon this Resolution is advisory only and does not bind the Directors or the Company.

The voting exclusions that apply to this Resolution are set out further below.

Resolution 6

Spill Resolution (conditional resolution)

To consider and, if thought fit, pass the following as an useordinary resolution of the Company:

"That, subject to and conditional on at least 25% of the votes validly cast on Resolution 5 being cast against the adoption of the Company's Remuneration Report for the year ended

30 September 2021:

a) an extraordinary general meeting of the Company (Spill

personal	Meeting) be held within 90 days of the passing of
this Resolution;
b)	all of the Directors who were Directors of the Company
	when the resolution to make the Directors' Report for the
	year ended 30 September 2021 considered at the 2022
	AGM was passed and who remain in office at the time of
	the Spill Meeting cease to hold office immediately before
	the end of the Spill Meeting; and
c)	resolutions to appoint persons to offices that will be
	vacated immediately before the end of the Spill Meeting
	be put to the vote at the Spill Meeting."

IMPORTANT: Resolution 6 is subject to the result of Resolution 5. Resolution 6 will only be put to the AGM if at least 25% of the votes validly cast on Resolution 5 are against Resolution 5. If you do not want a Spill Meeting to take place, you should vote 'Against' Resolution 6. If you

want a Spill Meeting to take place, you should vote 'For' ForResolution 6.

Voting Exclusion Statement - Resolutions 5 and 6

The Company will disregard any votes cast on Resolutions 5 and 6:

›

› as proxy by a person who is a member of the KMP on the date of the AGM and their closely related parties.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote:

• in accordance with the directions on the Proxy Form; or
• by the Chair of the Meeting, in accordance with an express authorisation in the Proxy Form to exercise the proxy even though Resolutions 5 and 6 are connected, directly or indirectly, with the remuneration of the KMP.

"Key management personnel" and "closely related party" have the same meanings as set out in the Corporations Act.

Resolution 7

Approval for the Issue of Securities under the Eclipx Group Limited Long-Term Incentive Plan - Exception to ASX Listing Rule 7.1

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 7.2, Exception 13, and for all other purposes, the issue of any equity securities under the Eclipx Group Limited Long-Term Incentive Plan during the three years following the date of this Meeting, as described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved."

Voting Exclusion Statement - Resolution 7

The Company will disregard any votes cast on Resolution 7:

• in favour of the Resolution by or on behalf of a person who is eligible to participate in the Eclipx Group Limited Long‑Term Incentive Plan or any of their associates (regardless of the capacity in which the vote is cast); or
• as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties,

unless the vote is cast on Resolution 7:

• as proxy or attorney for a person entitled to vote on the Resolution in accordance with a direction given to the proxy or attorney to vote on the Resolution in that way; or
• as proxy for a person entitled to vote on the Resolution by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair decides; or
• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,

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Eclipx Group Limited  |  Notice of Annual General Meeting 2022