Eagers Automotive : Letter from Chairman & Notice of General Meeting

For personal use *L000001*only

APE

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

14 June 2022

Letter to Shareholders

Eagers Automotive Limited - General Meeting

Dear Shareholders,

You are invited to participate in a general meeting to be held on Friday, 15 July 2022 at 10.00 am (Qld time). It will be held as a hybrid meeting, giving shareholders an opportunity to attend either online or in person.

The notice of meeting and explanatory notes and further details are provided on the company's website at www.eagersautomotive.com.auunder the Shareholders tab. I urge you to read their contents carefully.

Purpose of meeting

Shareholder approval is being sought for an acquisition of a portfolio of automotive dealerships, and associated properties, located in the Australian Capital Territory. Those dealerships comprise a portfolio of brands including Toyota, Volkswagen, Jeep, Ford, Lexus, Subaru, Volvo, Mitsubishi and GMSV.

The sellers are entities associated with, or controlled by, Mr Nick Politis. Mr Politis is a director of the company and has a substantial holding.

Acquisition is fair and reasonable

An independent expert, engaged by the company, has provided a report which examines the acquisition to assist non-associated shareholders with their assessment of the merits of the acquisition, and their decision whether to approve it. The independent expert has concluded that the acquisition is both fair and reasonable to shareholders who are not associated with the sellers. A copy of that report is included with the notice of meeting for your consideration.

Directors' interest in the proposed acquisition

Mr Nick Politis, a director of the company, is also a director of each of the sellers and has indirect control of each of them. In addition, Mr Daniel Ryan, a director of the company, is also a director of each of the sellers. Mr Ryan does not have a direct or indirect interest in the sellers.

Due to their relationship with the sellers, neither Mr Politis nor Mr Ryan are making any recommendation to shareholders on the proposed acquisition.

For personal use only

Recommendation and voting intentions of your directors

All directors, other than Mr Politis and Mr Ryan, recommend that shareholders vote in favour of the resolution to approve the acquisition, and intend to vote all their shares (and shares they control) in favour of the resolution.

Attending the general meeting

Information on how to attend and participate in the meeting is set out in the notice of meeting.

On behalf of the Board, I thank you for your consideration of the resolution.

Tim Crommelin

Chairman

Eagers Automotive Limited

*M00000112Q02*only

APE

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Phone:

1300 850 505 (within Australia)

+61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

For personal use only

Eagers Automotive Limited

ABN 87 009 680 013

Notice of General Meeting

A General Meeting of Eagers Automotive Limited (Company) will be held on Friday, 15 July 2022 at 10.00 am (Qld time).

It will be held as a hybrid meeting, thereby giving shareholders an opportunity to attend either online or in person.

Shareholders are invited to attend the meeting online at https://meetnow.global/MV6SUWR. Shareholders may do this electronically by using a compatible web browser on their computer, tablet or smartphone.

Attending the meeting online will provide shareholders with the ability to participate in the proceedings of the meeting, ask questions and cast votes in real time. Alternatively, shareholders may choose to attend in person at the offices of Morgans Stockbroking, Level 29, 123 Eagle Street, Brisbane, Queensland.

Further instructions on how to access the meeting online are set out in the Online Meeting Guide included as an Annexure to this Notice of General Meeting.

BUSINESS OF GENERAL MEETING

1. Approval of Acquisition

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

That approval be given for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.1 and all other purposes for the Company (or its Related Bodies Corporate) to acquire the Dealerships and the Properties on the terms and conditions summarised in the Explanatory Notes.

ADDITIONAL INFORMATION

Independent Expert's Report

Shareholders should consider the Independent Expert's Report included as an Annexure to this Notice of General Meeting. The Independent Expert has considered that the Acquisition is fair and reasonable to Shareholders not associated with the Vendors.

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• the Vendors and any other person who will obtain a material benefit as a result of the Acquisition (other than a benefit solely by reason of being a Shareholder); or
• any of their associates.

However, this does not apply to a vote cast in favour of the Resolution by:

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

In addition to the above, certain related parties of the Company (and their associates) are prohibited from voting on the Resolution (in any capacity) in accordance with section 224 of the Corporations Act, unless they are voting as a directed proxy on behalf of a Shareholder who is entitled to vote.

By Order of the Board

14 June 2022

Denis Stark

Company Secretary