Redflex : 2016 Annual General Meeting

ASX ANNOUNCEMENT‌‌‌‌ 19 September 2016

Redflex Holdings Limited | ABN 96 069 306 216

2016 Annual General Meeting

In accordance with ASX Listing Rule 3.13.1, the Company announces that the Annual General Meeting (AGM) for Redflex Holdings Limited (ABN 96 069 306 216) (ASX:RDF) will be held at 1.00PM on Wednesday 16 November 2016 at the offices of Baker & McKenzie Lawyers, Level 19, 181 William Street, Melbourne, Victoria, 3000, Australia.

Also attached is the Chairman's letter to Shareholders, the 2016 AGM Notice of Meeting and Explanatory Statement and Proxy Form.

A copy of the 2016 Annual Report of the Company is available in the Investor Relations / Financial Information section of the Company's website www.redflex.com.au.

For further information:

Paul Clark Group Chief Executive Officer Redflex Holdings Limited [e-mail] [phone]

Craig Durham Group General Counsel & Company Secretary Redflex Holdings Limited [e-mail] [phone]

Redflex Holdings Limited ABN 96 069 306 216

31 Market Street (PO Box 720), South Melbourne

Victoria, Australia 3205

Tel: [phone] Fax: [phone]

Web: www.redflex.com.au

MR SAM SAMPLE UNIT 123

123 SAMPLE STREET

SAMPLEVILLE VIC 3333

Dear Shareholder

Redflex Holdings Limited - 2016 Annual General Meeting

Thank you for your continued support for Redflex during the 2016 financial year.

For the past year your Board and management have continued to take the necessary steps to move your Company forward and to improve its financial performance. While the 2016 financial year was challenging, the significant change initiatives implemented in the previous financial year has resulted in demonstrable improvement in the Company's financial performance across virtually all metrics.

Further details of the Company's financial performance can be found in the 2016 Annual Report to shareholders which we gave to the Australian Securities Exchange on 31 August 2016.

Accordingly, on behalf of my fellow directors and management, I invite you to attend the 2016 Annual General Meeting (AGM) so that we have the opportunity to meet with you to report further about these developments and more about your Company. If, however, you are unable to join us I invite you to participate by giving us your views on the proposed resolutions by way of proxy.

With this letter is a Notice of Meeting and Explanatory Statement relating to the 2016 AGM of the Company to be held at 1.00PM (AEDT) on Wednesday 16 November 2016 at the offices of Baker & McKenzie Lawyers, Level 19, 181 William Street, Melbourne, Victoria, 3000, Australia.

The formal business of the AGM will be, firstly, to receive the financial report and directors' and auditors' report for the year ended 30 June 2016, followed by:

1. To consider the re-election of Mr Terence Winters as a Non-executive Director of the Company;

2. To consider the re-election of Mr Herman Schwarz as a Non-executive Director of the Company;

3. To consider the Appointment of the Auditor;

4. To consider a resolution for the adoption of the 2016 Remuneration Report included in the 2016 Annual Report; and

5. To consider the grant of performance rights to Mr Paul Clark, the Group Chief Executive Officer.

   As you are aware from the results of the 2015 Annual General Meeting, the adoption of the 2015 Remuneration Report was opposed by more than 25% of the votes cast. As a result the Company has listened and will continue to listen to shareholders' concerns as the Company seeks to maintain the right

   2016 Annual General Meeting

   balance between shareholder interests, employing the best people and remaining competitive in the Australian and international labour markets. Further, your Board continually monitors levels of remuneration to ensure that the Company's remuneration strategy continues to align to Company and individual performance.

   In order to obtain your positive support for the 2016 Remuneration Report, together with my fellow directors, I would also like to highlight that the Company's executive and senior management teams (which in this last financial year have been significantly enhanced with additional skills, experience and industry knowledge), have contributed to a significantly improved financial result for the Group when compared to the previous reporting period.

   Also, in early 2016 the Company chose to change its auditor from Ernst & Young to Pricewaterhouse Coopers. Given that Ernst & Young had been the Company's auditor since 8 May 1995 (over 20 years), your directors believed that, after careful consideration and review, in accordance with good corporate governance practice, it was an appropriate juncture to implement a change in the Company's auditor. Your directors have thanked Ernst & Young for their support and service over many years.

   With the introduction of Pricewaterhouse Coopers, to fill the casual vacancy in the auditor position, this has introduced a refreshed approach to the half year review conducted earlier in 2016 and to the full year financial audit for the period ended 30 June 2016. Again, together with my fellow directors, we would like your support for the appointment of Pricewaterhouse Coopers as auditor of the Company.

   In closing, on behalf of the Company and its management, I sincerely hope that you are able to attend the Company's 2016 AGM and we look forward to seeing you there.

   With best wishes, Yours sincerely

   Adam L. Gray

   Chairman

   2

   2016 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting ("AGM") of Redflex Holdings Limited (the "Company") will be held at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, 3000, Australia on Wednesday 16 November 2016 at 1:00 pm (AEDT) to transact the following business:

   Financial Report and Directors' and Auditor's Reports

   To receive and consider the Financial Report and the Reports of the Directors and the Auditor for the year ended 30 June 2016.

   Re-election of Mr Terence Winters

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

   "That Terence Winters, who retires by rotation in accordance with the Company's Constitution and ASX Listing Rule 14.4, be re-elected as a Non-executive Director of the Company."

   Re-election of Mr Herman Schwarz

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

   "That Herman Schwarz, who retires by rotation in accordance with the Company's Constitution and ASX Listing Rule 14.4, be re-elected as a Non-executive Director of the Company."

   Adoption of the Remuneration Report

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

   "That the Remuneration Report (forming part of the Directors' Report) for the year ended 30 June 2016 be adopted."

   Note: In accordance with section 250R of the Corporations Act 2001 (Cth), the vote on Resolution 3 will be advisory only and will not bind the Directors of the Company.

   Appointment of Auditor

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

   "That Pricewaterhouse Coopers:

10. having been nominated by a member of the Company, in accordance with section 328B(1) of the Corporations Act 2001 (Cth); and

11. having given its consent to act as auditor, in accordance with section 328A(1) of the Corporations Act 2001 (Cth), to the Directors of the Company,

    be appointed as auditor of the Company."

    Approval of the grant of performance rights to Mr Paul Clark, Group Chief Executive Officer

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

13. "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of up to 1,347,311 performance rights to Mr Paul Clark on the terms set out in the Explanatory Statement which is attached to, and forms part of, this Notice of Meeting be approved."

    By order of the Board

    Craig Durham Company Secretary

    14 October 2016