Redflex : Group Chief Executive Officer Commencement

Name of entity

REDFLEX HOLDINGS LIMITED

ABN

96 069 306 216

1

+Class of +securities issued or to be issued

1. Performance Rights

2. Options

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

a) 1,597,523

b) 2,218,195

3

Principal terms of the +securities (e.g. 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)

1. Performance Rights vesting as to

2. Options exercisable at 50.86 cents vesting in 48 equal tranches over 48 months commencing from 21 February 2018 in each case conditional on the executive being engaged at the vesting date, and expiring 5 years after vesting.

 531,975 on 1 October 2018;

 531,975 on 1 October 2019; and

 533,573 on 1 October 2020,

in each case conditional on the executive being engaged at the vesting date.

4

Do the +securities rank equally in all respects from the +issue date 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 the next 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

No

5

Issue price or consideration

Nil

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

1. LTI Plan incentive

2. Options incentive

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule 7.1A was passed

N/A

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f

Number of +securities issued under an exception in rule 7.2

N/A

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

N/A

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

N/A

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

21 August 2017

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the

+securities in section 2 if applicable)

110,909,765

Ordinary Shares