Element Submits Proposal to Acquire FleetPartners Group

Element Fleet Management Corp. (TSX: EFN), ("Element" or the "Company"), the largest publicly traded pure-play automotive fleet manager in the world, confirms that it has submitted a non-binding indicative proposal to acquire FleetPartners Group Limited (ASX: FPR) ("FleetPartners"), a leading fleet management company in Australia and New Zealand, by way of a Scheme of Arrangement for A$3.80 per share in cash (the "Proposal").

Under the Proposal, FleetPartners shareholders would receive cash consideration of A$3.80 per share, representing a total equity value of approximately A$820 million (US$578M) and a premium of 34.3% to FleetPartners' undisturbed share price of A$2.83 (as at 31 July 2026).

In addition, Element has offered, on a conditional basis, to increase the offer consideration to A$4.00 if, prior to 5:00 p.m. Sydney time on August 11, 2026, the Board of FleetPartners agrees to enter into a process deed including a three week period of hard exclusivity, during which Element would seek to complete due diligence and execute a binding Scheme Implementation Deed.

Element is particularly well positioned to complete this transaction, offering compelling value through its all-cash Proposal, speed of execution underpinned by its deep familiarity and strong track record in the ANZ market, and a high degree of transaction certainty supported by significant financial capacity and the clear strategic rationale for combining two complementary businesses in the region.

Dottori-Attanasio continued: "We are approaching this opportunity with the same financial discipline that guides all of our capital allocation decisions. Based on our current assessment, the Proposal is expected to be financially accretive and would preserve the strength and flexibility of Element's balance sheet. We are pleased to have the opportunity to progress our Proposal and look forward to engaging constructively with FleetPartners through the next stage of the process."

Element's fully owned subsidiary, Custom Fleet, has operated in Australia and New Zealand since 1978. The proposed combination would add meaningful capability to Element's existing ANZ platform and create opportunities to enhance its client service and value proposition, operating efficiency, and investment in technology and mobility solutions.

The process is currently non-exclusive, and Element understands that FleetPartners may evaluate and engage with other potential proposals or counterparties during this period. The Proposal remains non-binding and indicative and is subject to a number of conditions, including satisfactory completion of due diligence, confirmation of certain financial and operational assumptions, and negotiation and execution of mutually acceptable definitive transaction documentation.

There is no certainty that the Proposal will result in a binding agreement or completed transaction. Any transaction would also be subject to customary conditions, including FleetPartners shareholder approval, applicable regulatory approvals and court approval.

Until any definitive agreement is reached and a transaction is completed, Element and FleetPartners will continue to operate as separate and independent businesses. The Proposal does not change Element's existing operations, client relationships, employee arrangements, financial guidance or day-to-day business activities.