10 September 2012 Robert DeVincenzi appointed as Redflex Holdings Chief Executive Officer as Graham Davie retires. Redflex Holdings Limited (ASX:RDF) Chairman, Mr Max Findlay, announced today that Managing Director, Mr Graham Davie has advised the Board of his decision to retire from executive responsibilities. Mr Findlay thanked Mr Davie for his dedication to Redflex over the last 23 years, which have included 10 years as Chief Executive Officer and Managing Director. Mr Davie was appointed Managing Director in 2002 and has guided the company through an important phase in the evolution of the road safety industry. Over this period, Redflex has achieved global leadership in road safety technologies, and he leaves the Group well positioned for the future, Mr Findlay said. In anticipation of Mr Davie s retirement, the Board has been focused on succession planning in recent months, conducting a search for a Chief Executive Officer with the skills and experience needed to further enhance Redflex s market position in key growth markets. We identified that the next chapter in Redflex s growth required a Group Chief Executive Officer based in the United States with a strong track record in leading technology businesses, and the skills required to communicate effectively with all of the stakeholders who contribute to the success of our business. As a result of that process, Robert DeVincenzi has been appointed Group Chief Executive Officer, and will start with Redflex on 10 September 2012. Mr DeVincenzi has an impressive record of developing and implementing strategic growth plans for technology-based businesses. In his most recent role as President, Chief Executive Officer and Director of LaserCard Corporation, a NASDAQ technology company focused on the biometric identity market, he steered the global development of a substantial business with a multi-continent operating model that has strong parallels with Redflex. During Mr DeVincenzi s period leading LaserCard, the business dramatically improved its market presence and operating results. As the market for road safety solutions continues to grow globally, Mr DeVincenzi has the skills to ensure that Redflex takes full advantage of the opportunities in this exciting marketplace, Mr Findlay said. Mr DeVincenzi said I am excited to be joining Redflex at such an exciting time in the company s evolution. There is no question that Redflex is positioned for growth, as global demand for its industry-leading products and services continues to increase. Redflex is a substantial force in the global market, with a strong presence in Australia, Asia, North America and the Middle East. I look forward to building on the Group s impressive record of success. I look forward to working with the Redflex Board, shareholders, executive team and staff. Redflex Traffic Systems Pty Ltd manufactures and supplies traffic cameras and processing systems to world-wide markets. Redflex is the market leader in Australia and has either won or is developing significant opportunities in the Middle East, Asia, Africa and Europe. 1
Redflex is a Public Safety company dedicated to saving lives and improving quality of life in communities through innovative technologies and strategic service partnerships with community and government organisations. For further information: Ron Johnson Chief Financial Officer Redflex Holdings Limited ron.johnson@redflex.com.au +61 3 9674 1754 Marilyn Stephens Company Secretary Redflex Holdings Limited marilyn.stephens@redflex.com.au +61 3 9674 1715 2
Annexure 1 to ASX Announcement 10 September 2012 Mr Robert T DeVincenzi Biography Mr DeVincenzi is Chief Executive Officer of Redflex Holdings Limited, a global business focused on improving road safety and automobile passenger safety through the introduction of innovative products and services. Previously, Mr DeVincenzi was President and CEO of LaserCard Corporation (NASDAQ LCRD), a biometric identification systems business supporting government and commercial clients around the world. Mr DeVincenzi joined LaserCard Corporation in June of 2008 and was instrumental in repositioning the company s solution portfolio, expanding the market presence of the business and dramatically improving operating profitability. The financial and strategic turnaround of the company led to a successful merger with HID Global/ASSA ABLOY in 2011. Subsequently, Mr DeVincenzi was responsible for the successful integration of the LaserCard business into HID Global/ASSA ABLOY. During his general management career, Mr DeVincenzi has distinguished himself by taking on complex situations and has delivered positive operating improvements and favourable exits in a variety of technology market segments. Uniquely, these improvements have been realized in both large and small company environments and in favour of both private and public investors. Although typically headquartered in North America, Mr DeVincenzi has personally developed significant relationships and associated business transactions in Latin America, Europe, Asia and the Middle East. Mr DeVincenzi was drawn to general management by the attraction associated with solving business problems in a fact-driven, collaborative and team oriented model. Having worked for and watched many CEOs over the years, Mr DeVincenzi was intrigued with the elusive goal of effective leadership and later made this subject the focus of his graduate educational interest. Mr DeVincenzi served as Senior Vice President of Corporate Development of Solectron Inc (a leader in electronics manufacturing services) from January 2005 to December 2007 and was the architect of the successful merger of Solectron and Flextronics which created a $34B global competitor. Mr DeVincenzi was President and Chief Executive Officer of venture backed Inkra Networks Inc. (integrated network security products) from January 2004 to January 2005 prior to its sale of assets to Disco Systems, Nortel and Savvis Communications. Mr DeVincenzi was also President and CEO of Ignis Optics Inc (fiber-optic components) from January 2003 to January 2004 and following several critical OEM contract awards, successfully negotiated the sale of the company to Bookham Technology. 3
Mr DeVincenzi s earlier career accomplishments were concentrated in sales and marketing management functions in the communications, networking, computing and software market segments. From 2000 to 2003, Mr DeVincenzi was Senior Vice President of Ditech Communications (Audio Processing) which acquired Atmosphere Networks Inc. (carrier optical access), where he was Vice President of Global Sales, Service and Field Marketing from 1999 to 2000. From 1996 to 1999 Mr DeVincenzi was Regional Vice President for Bay Networks (switching and routing equipment). From 1988 to 1996, Mr DeVincenzi held a variety of Sales and Marketing Management roles with Nortel (communications and networking equipment). From 1987 to 1988 Mr DeVincenzi was responsible for Military and Aerospace Sales and Marketing at Compression Labs (audio and video processing). From 1982 to 1987 Mr DeVincenzi held a variety of Sales and Marketing roles at ATT. Mr DeVincenzi received a Master of Arts degree from Gonzaga University in Organizational Leadership and a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo. 4
Annexure 2 to ASX Announcement 10 September 2012 Incoming CEO Contractual Arrangements Mr DeVincenzi is employed in the position of Chief Executive Officer of the Redflex Group. His employment with Redflex Traffic Systems Inc commences from 10 September 2012 and continues indefinitely until terminated by either party in accordance with the terms of his contract. It is intended that he will commence his role as a director of Redflex Holdings Limited on 30 September 2012. His contract contains provisions typical for a contract of this nature. Mr DeVincenzi is entitled to be paid a salary of US$450,000 per annum, which will be reviewed on an annual basis. Mr DeVincenzi is entitled to a maximum short term incentive comprising 60% of base pay having regard to incentives relating to achievement of budget performance (30%) and an additional incentive based on an over-performance against budget on net profit after taxation (30%). The short term incentive will be assessed against key performance indicators, 70% of which is based on Redflex profit performance and 30% of which is based on individual performance. Mr DeVincenzi is entitled to a long term incentive of 60% of base pay in accordance with the terms of the Redflex Long Term Incentive Plan Rules. The initial grant of performance rights is in the process of occurring with the actual number of shares to be granted in due course to be determined by the performance conditions of the performance rights over the 3 year performance period in accordance with the terms of the Long Term Incentive Plan Rules. Mr DeVincenzi is being granted 3 million options to subscribe for Redflex shares. The exercise price is based on the 90 day VWAP prior to the relevant pricing date, namely 10 September 2012, 1 July 2013, 1 July 2014 and 1 July 2015, being 750,000 options on each occasion. Each tranche generally vests on a one third basis on the date which is one year, two years and three years after the relevant pricing date, with one half subject to the satisfaction of time based criteria namely continuing to be the Chief Executive Officer, and one half subject to the satisfaction of performance criteria set by the Redflex Board. Each option expires 7 years after vesting if they haven't expired earlier. Outgoing CEO Contractual Arrangements Redflex Holdings Limited has reached agreement with Mr Graham Davie regarding the proposed cessation of his employment and directorship with effect from 30 September 2012 on terms customary for an arrangement of this nature. 5