Scheme Implementation Deed

• SG Fleet Group Limited (ASX: SGF) has entered into a Scheme Implementation Deed with Westmann Bidco Pty Limited, an entity owned by Pacific Equity Partners
• Bidco will acquire 100% of SG Fleet shares at $3.50 per share, representing a 31% premium to the last closing price
• The Scheme is fully funded and subject to limited customary conditions, including regulatory approvals and shareholder approval

SG Fleet Group Limited (ASX: SGF) has entered into a Scheme Implementation Deed with Westmann Bidco Pty Limited, an entity owned and controlled by funds managed and advised by Pacific Equity Partners Pty Limited and certain of its affiliates (PEP), under which Bidco has agreed to acquire 100% of the ordinary shares of SG Fleet by way of a Scheme of Arrangement at a price of $3.50 per share. The Scheme Consideration of $3.50 per share values SG Fleet's equity at approximately $1,227 million and represents a premium of 31% to SG Fleet's closing share price as at 22 November 2024. The Scheme is fully funded and subject to limited customary conditions including certain regulatory approvals, the approval of the Scheme by SG Fleet Shareholders at the Scheme Meeting, and the approval of the Scheme by the Court. Super Group Limited, SG Fleet's major shareholder, is required to obtain approval from its shareholders to support the Scheme. The SG Fleet Directors unanimously recommend that SG Fleet Shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of SG Fleet Shareholders.

The Scheme Consideration of $3.50 per share represents an FY24 EV/EBITDA multiple of 8.3x and an FY24 P/E multiple of 12.3x. It also represents a P/E multiple of 12.9x to 13.9x to SG Fleet's FY25 NPATA guidance.

The partnership with PEP will provide a platform for further growth and scale, and enhance SG Fleet's fleet management capabilities and mobility solutions to better serve its customers.