Document

Comprehensive Credit Risk Report

BUSINESS DETAILS

Reference

Client name

Mira Inform Private Limited

Client reference no

204568

Our reference no

TBR 9413

Date

/12/12

Report type

Comprehensive credit risk report

Speed type

Standard

IDENTIFICATION DETAILS

Verified Address

Subject name

EXEGO PTY LIMITED

Other style / Business name

REPCO / ASHDOWN INGRAM / MOTOSPECS

Business address

362 Wellington Road

Town

Mulgrave

Province

Victoria

Zip/postal code

3170

Country

Australia

Tel

+61 3 95665444

Fax

+61 3 95621193

webenquiries@exego.com.au

Website

www.exego.com.au

Registered address

362 Wellington Road

Town

Mulgrave

Province

Victoria

Zip/postal code

3170

Country

Australia

page 1 / 22

SUMMARY DETAILS

Executive Summary

Date founded or registered

29/08/2001

Legal form

Australian Proprietary Company

Chief executive

John Leonard Moller

Issued & paid up capital

AUD 1

Sales turnover

AUD 1,002,921,000 (Group-consolidated 12 months, 30/06/2011)

Line of business

Supplier in the automotive parts and accessories.

Staff employed

5,011 employees (Exego Group)

page 2 / 22

CREDIT RISK OPINION

Credit Risk Interpretation

Credit risk rating

SATISFACTORY

Credit risk theory

Reasonable financial and operational base. Small credits may be considered with

some confidence that commitments will be sustained under normal

circumstances. This is based on criterions such as years of establishment,

number of employees, sales turnover and others. A cautious credit control policy

applies.

Company Analysis

Country risk

Country risk is minimal

Operation trend

Operational trend is steady

Management experience

Management is adequately experienced

Financial performance

Group financial performance is good

Organization structure

Organizational structure is stable

Detrimental

No detrimental found

Payment history

No payment delays noted

Credit amount suggestion

USD 670,000

page 3 / 22

Credit amount asked

Not described.

page 4 / 22

STATUTORY DETAILS

Registry Data

Registration date

29/08/2001

Legal form

Australian Proprietary Company

Registration no

Australian Company Number: 097993283

Registered authority

Australian Securities & Investments Commission

Fiscal/ Tax no

Australian Business Number: 97097993283

Registry status

Live/Active

Previous name

The Subject was established on 29-08-2001 under the name AUTOMOTIVE

PARTS GROUP AUSTRALIA LIMITED and changed its name to AUTOMOTIVE

PARTS GROUP LIMITED on 31-08-2001. AUTOMOTIVE PARTS GROUP

LIMITED then changed its name to REPCO LIMITED on 28-11-2002. On

07-06-2007, the Subject converted into a Australian Proprietary Company under

the name REPCO PTY LIMITED. Finally REPCO PTY LIMITED changed its

name to the current style on 12-02-2009.

Change of legal form

None reported.

page 5 / 22

MANAGEMENT / DIRECTORS

Key Management

Name

John Leonard Moller

Designation

Managing Director

Name

Cary Damien Laverty

Designation

Chief Financial Officer

BOARD OF DIRECTORS/ OTHER APPOINTMENTS

Appointments

Name

John Leonard Moller

Designation

Director

Appointment date

30/07/07

Address

388 Beach Road

Beaumaris, VIC 3193

Australia

Biography

Born on 05-01-1959 in Wagga Wagga, New South Wales, Australia.

Name

Cary Damien Laverty

Designation

Company Secretary

Appointment date

24/01/07

Address

167 Miller Street

Fitzroy North, VIC 3068

Australia

Biography

Born on 19-12-1971 in Corryong, Victoria, Australia.

Staff employed

5,011 employees (Exego Group)

Key Advisors

Auditors

ERNST & YOUNG

120 Collins Street

Melbourne, VIC 3000

Australia

page 6 / 22

SHARE CAPITAL

Composition

Authorized Capital

AUD 1

No of shares

1 Ordinary Share

Share par value

AUD 1

Issued capital

AUD 1

Paid up capital

AUD 1

OWNERSHIP / SHAREHOLDERS

How listed

Full List

Composition

Shareholder name

EXEGO (AUST) HOLDINGS PTY LIMITED

Address

362 Wellington Road

Mulgrave, VIC 3170

Australia

No. of shares

1 Ordinary Share

% of shares

100%

RELATED COMPANIES & CORPORATE AFFILIATIONS

Structure

Name

UNITAS CAPITAL PTE. LTD.

Affiliation type

Ultimate Holding Company

Address

St. George's Building, 14th Floor

2 Ice House Street

Central

Hong Kong

Comments

Unitas Capital is among Asia’s most experienced private equity firms, with a

focus on buyouts and growth equity investments into medium-to-large size market

leading companies in the branded consumer, retail and industrial sectors.

- UNITAS CAPITAL was established in 1999

- US$4 billion capital under management

UNITAS CAPITAL History

The Unitas Capital team originally founded J.P. Morgan Partners Asia in 1999

and then became known as CCMP Capital Asia in 2005 when spun-off from JP

Morgan. The firm was rebranded as Unitas Capital in January 2009.

page 7 / 22

Name

AO II (CAYMAN HOLDINGS) LIMITED

Affiliation type

Superior Holding Company

Address

Cayman Islands

Name

EXEGO ACQUISITION CO PTY LTD

Affiliation type

Holding Company

Address

362 Wellington Road

Mulgrave VIC 3170

Australia

Name

EXEGO GROUP PTY. LTD

Affiliation type

Intermediate Holding Company

Address

362 Wellington Road

Mulgrave VIC 3170

Australia

Comments

Exego Group Pty. Ltd. operates as a reseller and supplier of aftermarket

automotive parts and accessories in Australia and New Zealand. It imports and

distributes automotive electrical, fuel injection, air conditioning, and radiators;

motorcycle helmets, clothing, footwear, and accessories; under vehicle and under

bonnet products, including drive train, power steering, engine management, and

braking products, as well as diesel fuel injection parts and equipment; and

engines and engine components, as well as automotive-related tools and

equipment. The company offers products through a network of stores to trade and

retail customers, including motorcycle retail outlets, automotive electricians, and

air conditioning specialists. Exego Group was formerly known as Repco Group

and changed its name to Exego Group Pty. Ltd. in 2009. The company is based

in Mulgrave, Australia.

Name

EXEGO (AUST) HOLDINGS PTY LIMITED

Affiliation type

Parent Company

Address

362 Wellington Road

Mulgrave, VIC 3170

Australia

Name

MCLEOD ACCESSORIES PTY LIMITED

Affiliation type

Sister Company

Address

59 Raubers Road

Northgate, QLD 4013

Australia

Comments

Importer and distributor of motorcycle helmets, clothing, footwear and

accessories.

Related companies and corporate

affiliations comments

Other companies of the Unitas Group should be considered affiliates of the

Subject.

page 8 / 22

BANK & MORTGAGES

Bank Details

Name of bank

National Australia Bank Limited

Address

Australia

Account details

Current Account

Comments

It is generally not the policy of local banks to provide credit status information to

non related parties, however interested parties would be advised to consult first

with the Subject if banker's references are required.

Mortgages

Satisfied Charges:

ASIC Charge Number: 822642

Date Registered: 21-09-2001

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 822772

Date Registered: 21-09-2001

Charge type: Fixed

Date Created: 19-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 822777

Date Registered: 21-09-2001

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 822786

Date Registered: 21-09-2001

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 822789

Date Registered: 21-09-2001

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 822801

Date Registered: 21-09-2001

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 889661

Date Registered: 13-09-2002

page 9 / 22

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

ASIC Charge Number: 889662

Date Registered: 13-09-2002

Charge type: Both Fixed & Floating

Date Created: 14-09-2001

Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD

Unsatisfied Charges:

ASIC Charge Number: 1459747

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1459751

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1459752

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1459755

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1459758

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1459759

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1459761

Date Registered: 28-05-2007

Charge type: Both Fixed & Floating

Date Created: 07-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1468623

page 10 / 22

Date Registered: 19-06-2007

Charge type: Both Fixed & Floating

Date Created: 30-05-2007

Chargees Name: BARCLAYS BANK PLC

ASIC Charge Number: 1468625

Date Registered: 19-06-2007

Charge type: Both Fixed & Floating

Date Created: 30-05-2007

Chargees Name: BARCLAYS BANK PLC

Legal Fillings

Bankruptcy fillings

None reported.

Court judgements

JUDGE: Pagone J

WHERE HELD: Melbourne

DATE OF HEARING: 3 November 2010

DATE OF JUDGMENT: 5 November 2010

CASE MAY BE CITED AS: Australian Power Steering Pty Ltd v Exego Pty Ltd

APPEARANCES:

For the Plaintiff - Mr A. Herskope from the firm Anderson Rice Lawyers

For the Defendant - Mr G. Rakoczy from the firm Lander & Rogers Solicitors

HIS HONOUR:

1 The plaintiff’s liquidators have applied for the Court’s approval to compromise

the plaintiff’s cause of action against the defendant. Section 477(2A) of the

Corporations Act 2001 (Cth) provides that a liquidator of a company must not

compromise debts of certain amounts except with the approval of the Court.

2 The principles relevant to the Court’s consideration of whether to approve a

compromise have frequently been stated. In McPherson’s Law of Company

Liquidation, the learned authors state:

Thus, in determining whether to approve a compromise in relation to an insolvent

company’s affairs, the court’s prime consideration is whether the compromise is

for the benefit of the creditors as a whole.

When deciding whether or not to grant approval under s 477(2A), the court will

“pay regard to the commercial judgment of the liquidator”, though it does not

“rubber stamp … whatever is put forward by the liquidator”. In considering the

settlement of legal proceedings, liquidators are expected to obtain advice from

legal practitioners appropriate to the nature and value of the claims. Where large

sums are involved courts expect liquidators to secure the advice of experienced

counsel. Approval of a compromise can be granted retrospectively by the court,

so that a party to a compromise that is subsequently approved under s 477(2A) is

unable to say that he or she is not bound by it, even though at the time the

compromise was made, no court approval had been secured.

The role of the Court in considering whether to approve a compromise is not that

of a rubber stamp. The Court must assess for itself, and be satisfied upon

sufficient probative material, that approval to a compromise should be given. A

Court will, however, place weight and rely upon the liquidator’s commercial

judgment in reaching the compromise and generally will not interfere with a

page 11 / 22

liquidator’s decision unless there is some lack of good faith, legal error or real

and substantial grounds for doubting the prudence of the liquidator’s conduct.

3 In this case one of the liquidators has filed an affidavit in support of the

application to approve a settlement of the proceeding against Exego Pty Ltd

(“Exego”) for $150,000. The company’s claim in the proceeding is for recovery

of $847,414.94 comprising amounts owing on unpaid invoices for product sales of

$206,129.01 and unpaid deposit invoices of $641,285.93. These claims are

contested by Exego which it also asserted were extinguished by set off claims

against the company in liquidation. The liquidators believe that they are likely to

recover significantly more than $150,000 if the company is successful in its claim

at trial but that the proposed settlement provides a sensible commercial outcome

for a number of reasons.

4 Peter Goodin and Robyn Erskine are the joint and several liquidators of the

plaintiff. Mr Goodin has sworn an affidavit in which he deposed to the opinion of

both liquidators that the proposed settlement provides a sensible commercial

outcome notwithstanding their belief that they would obtain more if the matter

went to trial. The reasons given by the joint liquidators through Mr Goodin are

that:

(a) the settlement will provide certainty and will remove the risk of an uncertain

outcome;

(b) the settlement will avoid incurring further significant costs in prosecuting the

proceeding;

hand from which they can pay out the balance of the company’s legal costs in

the proceeding and the liquidation costs and part of the employee entitlements;

(d) the settlement terms have been negotiated at arm’s length between legally

represented parties;

(e) the settlement will avoid the need for the liquidators to incur additional costs to

assess the validity and strength of the defendant’s allegations in the amended

defences which, if they were to succeed, would reduce the claim by at least

$171,431 to approximately $676,000;

(f) the liquidators have been advised by their legal representatives that the case is

not without risk of failure and, as in any litigation, is subject to some degree of

uncertainty; and

(g) there is uncertainty about the date of trial and how it may be conducted and

disposed of with the possibility that liability and quantum might be determined

separately.

There is no reason to doubt that these are the matters which have been taken

into account personally by the liquidators in reaching their conclusion that a

certain sum of $150,000 now is preferable to pursuing a larger but uncertain sum

in the future. The reasons do not each carry equal weight but each may have

played its part in the decision by two experienced liquidators in reaching the

conclusion which they have.

5 The liquidators also rely upon a written advice from counsel recommending

settlement upon the basis for which my approval is sought. An order was sought

that the advice from counsel be kept confidential but there is nothing in the

advice which justifies an order for confidentiality in this case. That advice to the

liquidators recommended acceptance of $150,000 as proper and appropriate to

settle the dispute in much the same terms and upon much the same basis as in

Mr Goodin’s affidavit.

page 12 / 22

6 It is appropriate and common for opinions of independent counsel to be given in

evidence to a Court being asked to approve a settlement. In broadly similar

circumstances Finkelstein J said in Lopez v Star World Enterprises Pty Ltd:

With regard to the application under s 33V, my principal task is to assess whether

the compromise is a fair and reasonable compromise of the claims made on

behalf of the group members. I am not so much concerned with the position of Mr

Lopez who, after all, has solicitors and counsel to advise him as to how his

interests will best be served in the litigation. The group members are not

protected in this way. It is true that any group member may opt out of the

proceeding to avoid his or her rights being affected in any way (whether adversely

or beneficially) by the outcome of this litigation. But, I have no doubt that many

members of this group (and no doubt members of other large groups who are

represented in proceedings in the court) will remain as represented parties (that is

not opt out of the proceeding) without a real appreciation of what that entails. In

particular, it is likely that many group members will not understand that any

judgment given in a representative proceeding will be binding upon them: see s

33ZB. Even if the group members are provided with a summary of the law relating

to matters such as issue estoppel and res judicata, it is unlikely to be instructive to

most of them.

Accordingly, the task of the court in considering an application under s 33V is

indeed an onerous one especially where the application is not opposed. It is a

task in which the court inevitably must rely heavily on the solicitor retained by, and

counsel who appears for, the applicant to put before it all matters relevant to the

court's consideration of the matter. In this regard there would be few cases where

the court can properly exercise its power under s 33V without evidence from the

solicitor supported by counsel that the proposed compromise is in the interests of

the group members. I appreciate that, on occasion, this will place the solicitor and

counsel in a difficult position. The interests of their client will not always be

coincident with the interests of the members of the group. But, in my view, that is

no more than a necessary consequence of their client instituting a representative

action.

In class actions the Court may be concerned about compromising the interest of

group members who are not separately represented in the proceeding or in the

settlement negotiations, and in the case of approval under s 477(2A), the prime

consideration for the Court asked for approval is whether the compromise is for

the benefit of the creditors. In each case the Court may have to rely heavily on the

lawyers retained by those seeking the Court’s approval. The Court will need to

be informed about all matters that fairly and relevantly bear upon whether

approval should be given. In that respect, the Court will be dependent upon the

skill, judgment and candour of the lawyer in identifying for the Court what the

Court will need to be informed about for the Court’s approval to be properly

considered. That, as his Honour pointed out in Lopez, may place the lawyer in a

difficult position because the interest of the lawyer’s client may not always be

coincident with all affected by the compromise for which approval is sought. The

creditors have no direct or separate voice in the application for approval of the

settlement and the liquidator seeking approval and the lawyers giving advice are

not disinterested in the outcome. Indeed it may be that in some cases it will be

the liquidators and their lawyers whose benefit will be more evident by the

proposed compromise than the benefit to other creditors.

7 It is for such reasons that there should be adequately set out in the opinions

relied upon the basis upon which the Court can see how the creditors will benefit,

page 13 / 22

why the liquidators seek approval for the benefit of the creditors and why the

lawyers have recommended that the compromise be accepted. The lawyer’s

opinion should usually be sufficiently detailed to enable the Court to see the basis

upon which the recommendation was made and, if need be, for the Court to be

able to evaluate whether the recommendation should be approved. The detail

which needs to be explained to the Court from which approval is sought will vary

from case to case as circumstances, complexity and urgency of decision making

differ. The factors that may bear upon the Court’s approval are likely to differ

greatly from case to case and to some extent may be unpredictable. In one case

it may be easy to show how the creditors are likely to benefit from a compromise

whilst in another the question of approval may be affected by significant

complexity of the issues involved, the difficulties of forensic evaluation or the need

for rapid decision to seize a fleeting opportunity.

8 In this case there is a substantial difference between the amount of the claim

against Exego and the amount accepted in settlement. The claim would not

appear to be complex or difficult and the liquidators believe that they are likely to

recover significantly more than $150,000 if the company is successful in the

proceeding. However, notwithstanding their belief, the liquidators are prepared to

accept a substantially lesser amount in what they consider to be a sensible

commercial outcome. They are supported in that view by an opinion to that effect

by counsel who has had the carriage of the proceeding since inception and who

has been involved in its conduct to date. The task of the Court is not one of

deciding whether it would itself accept the amount but, rather, whether to approve

the exercise of judgment made by the liquidators. The material filed in this case

in support of the application for approval is on the thinner end of the scale and

does not make out a strong case for approval. The opinions and belief expressed

by Mr Goodin (no doubt upon advice) and those expressed by counsel are largely

expressed in general words applicable to all cases without much specific or

detailed application to the particular facts of this case. It is hard to see from the

generalised statements of benefits of compromise why the particular amount in

this case is appropriate and ought to receive the Court’s approval. However,

despite some concern about the strength of the material relied upon in the

application for the Court’s approval I have decided that approval should be given.

The amount of the settlement is much smaller than the amount claimed but it is

not insignificant. To pursue a larger claim is likely to incur additional costs which

(if successful) would reduce the net benefit of receipt of a larger amount. There is

also a recommendation by counsel that the proposed settlement be accepted by

the liquidators. The opinion might not be as informative or helpful to the Court as

it might have been but the Court can have comfort from the fact that independent

and experienced counsel has recommended the course which experienced

liquidators propose to accept. The plaintiff’s case against Exego does not

appear to be complex or particularly difficult to establish but counsel informed me

that there are complex questions of the set off claim that make success uncertain.

Counsel has had the benefit of being fully briefed on the facts of the case and has

had the benefit of considering its factual and legal strengths and weaknesses.

Counsel was mindful of the need to bring to the Court’s attention in such

applications all matters which may affect the Court’s decision about whether to

approve the compromise and, in that regard, of a duty of candour to the Court.

The judgment of the liquidators in this case, therefore, should be accepted to

provide an immediate certainty of a significant amount which will benefit the

creditors notwithstanding that they forgo the possibility of a larger sum if

successful at some point in the future.

9 Accordingly I propose to approve the compromise of the debt claimed in the

page 14 / 22

proceeding against Exego for $150,000 as sought by the liquidator.

Tax liens

None reported.

Others

None reported.

FINANCIAL DATA

Description

Source of financial statement

External Sources

Financial statement date

30/06/11

Type of accounts

Key figures

Currency

Australia Dollar (AUD)

Exchange rate

USD = AUD 0.96 as of 28-12-2012

Summarized Financial Information

Consolidation type

Group Consolidated

Currency

Australia Dollar (AUD)

Denomination

(x1) One

Date of financial year end

30/06/11

Length of accounts

12 months

Sale turnover / Income

1,002,921,000

Comments

The group’s consolidated financial figure above relates to the Exego Group full

operation in Australia.

The Subject is classified as a small proprietary company by the Australian

Securities & Investments Commission hence is not required to disclose their

financial statement.

A proprietary company is defined as small for a financial year if it satisfies at least

two of the following:

- The consolidated revenue for the financial year of the company and any entities

it controls is less than $25 million;

-The value of the consolidated gross assets at the end of the financial year of the

company and any entities it controls is less than $12.5 million, and

-The company and any entities it controls have fewer than 50 employees at the

end of the financial year.

The Subject meets all criteria to disclose their financial information however is still

exempted by the Authority.

page 15 / 22

OPERATION DETAILS

Main activities

The Subject engages in distribution of automotive aftermarket parts and

accessories.

The Subject is part of Exego Group. Exego Group operates under four

main business units:

Repco Group - Repco markets and distributes automotive parts and

accessories across Australia and New Zealand to both trade and retail

customers via approximately 400 stores.

Ashdown-Ingram - Ashdown-Ingram supplies automotive electrical, lighting,

radiators and air conditioning products, primarily to automotive electricians

and air conditioning specialists via its 44 store network across Australia

and New Zealand.

McLeod Accessories - McLeod Accessories imports motorcycle helmets,

clothing, footwear and equipment and on-sells to motorcycle retail outlets.

Motospecs - Motospecs imports and distributes aftermarket automotive

parts including: drivetrain, power steering, engine management and

braking parts. Motospecs has eight reseller branches in Australia and New

Zealand. Pioneer Autoparts is Motospecs' New Zealand outlet, offering V8

engine parts, automotive consumables, performance products and

motorsport.

Brand

REPCO

ASHDOWN INGRAM

MOTOSPECS

Purchases

International

Worldwide

Sales

Local

Yes

International

New Zealand

Key events

26 September 2011

Genuine Parts Company Invests in Leading Aftermarket Distributor in

Australasia

ATLANTA, Sept. 26, 2011 /PRNewswire/ -- Genuine Parts Company

(NYSE: GPC) and the Exego Group ("Exego") announced today that they

have entered into a definitive strategic agreement whereby Exego will issue

new shares to Genuine Parts Company, representing a 30% stake in

Exego for approximately $150 million (US$) in cash. Exego,

headquartered in Melbourne, Australia, is a leading aftermarket distributor

of automotive replacement parts and accessories in Australasia, with

page 16 / 22

annual revenues of approximately $1 billion (US$) and a company-owned

store footprint of more than 430 locations across Australia and New

Zealand. Subject to regulatory approvals, the effective date of the

investment is expected to be on or around December 1, 2011.

Genuine Parts Company will have the option to acquire the remaining

shares of the Exego Group at a later date, subject to Exego meeting

certain earnings thresholds.

Thomas C. Gallagher, Chairman, President and Chief Executive Officer of

Genuine Parts Company, stated, "With this investment, Genuine Parts is

well positioned to participate in the significant long-term growth

opportunities in the Australasian aftermarket and the potential for targeted

growth in Asia. Utilizing an initial minority investment in Exego, we are able

to align ourselves with a company that has a leading market position and a

long and successful history approaching almost 90 years in the automotive

business. Exego is a familiar partner to us, as we have had the benefit of

an informal relationship with their team for the last twenty years. The

structure of this agreement will truly benefit our shareholders over the

long-term and allow us to participate in one of the fastest growing

automotive aftermarkets in the world in a disciplined manner."

The Exego Group Managing Director, John Moller, said, "We have built a

long-standing relationship with GPC and its NAPA group over the past

twenty years and we are excited about the expertise and experience we

can share between our businesses. NAPA's broad range of automotive

products and strong focus on providing value to its customers align very

well with the Exego Group. Genuine Parts Company is a natural long-term

owner with a commitment to growth in this industry, and we intend to use

the injected funds to pursue this objective."

About Genuine Parts Company

Genuine Parts Company is a distributor of automotive replacement parts in

the U.S., Canada and Mexico. The Company also distributes industrial

replacement parts in the U.S. and Canada through its Motion Industries

subsidiary. S.P. Richards Company, the Office Products Group, distributes

business products nationwide in the U.S. and Canada. The

Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic

components throughout the U.S., Canada and Mexico. Genuine Parts

Company had 2010 revenues of $11.2 billion.

About Exego Group

Exego Group is the largest automotive aftermarket parts supplier in

Australia and New Zealand; reselling and distributing automotive

replacement parts, accessories, and related automotive tools and

equipment through a network of more than 430 stores and a team of more

than 3,800 dedicated staff. The company services both commercial and

retail customers (commercial revenue represents about 66% of total

revenue).

Exego Group can trace its origins back to 1922. Its predecessor

businesses first began supplying automotive parts and equipment to trade

customers in 1926 and entered the New Zealand market in the early

page 17 / 22

1980s. With over 80 years of operational experience, Exego Group brands

are synonymous with automotive aftermarket products and have a high

level of brand recognition amongst its commercial and retail customers in

Australia and New Zealand, with more than 175,000 SKUs in its product

range and more than 36,000 commercial customers. Due to its market

leadership and scale, Exego Group has underlying competitive advantages

in branding, procurement (buying power) and logistics.

December 11, 2006

CCMP CAPITAL ASIA OFFERS $1.75 FOR REPCO SHARES

CCMP Capital Asia (CCMPA) has today entered into an Implementation

Deed with Repco Corporation Limited (Repco), pursuant to which funds

managed by CCMPA (CCMPA Funds) intend to acquire for cash all of the

shares in Repco at a price of $1.75 per share.

CCMP Funds- special-purpose company, CCMP Acquisition Co. Pty Ltd,

proposes to acquire the shares by means of a Scheme of Arrangement

requiring the approval of the Court and Repco's shareholders.

CCMPA partner, Mr Stephen King said: "The offer represents a significant

premium and in our view is the most certain way for shareholders to realise

value in the business. Repco faces a number of challenges which we

believe are best tackled under private ownership. We are aiming to give the

company the focus, patience and additional investment required to

recapture its long-term potential".

CCMPA believes the offer is highly attractive to Repco shareholders,

representing a premium of:

- 32.6% to Repco's closing share price of $1.32 on 6 December, 2006

(being the date prior to takeover speculation concerning the company);

- 32.6% to the volume weighted average price of Repco's shares from and

including 28 August 2006 (being the date Repco released its results for the

year ending 30 June 2006) up to and including 6 December 2006.

The proposed consideration values Repco, on an enterprise value basis,

atapproximately $570 million (based on Repco's net debt position as at 30

September 2006) which equates to 8.6x normalized earnings before

interest, tax, depreciation and amortisation for the year ending 30 June

2006.

About CCMPA

CCMPA, formerly known as JP Morgan Partners Asia, is one of the largest

and most experienced financial sponsors in Asia, and also one of the most

active funds in the Australian market. CCMPA's first fund, the US$1.1

billion Asia Opportunity Fund ("AOF I"), was closed in 2000 and was one of

the first pan-Asia leveraged buyout oriented investment funds raised for the

region. The Asia Opportunity Fund II ("AOF II") was closed in August of

2005 at US$1.6 billion.

CCMPA has invested in 23 companies in the Asia-Pacific region to date,

with total transaction value of over US$10 billion. The commitments are

page 18 / 22

spread across Asia in CCMPA's focus markets of Australia, Japan, Korea,

Greater China, and Singapore.

Further information can be found at www.ccmpasia.com

CCMPA has engaged Citigroup Corporate and Investment Bank as

financial advisor and Baker & McKenzie as legal advisor.

Property & Assets

Premises

The Subject operates from premises located at the verified heading

address consisting of an administrative office and warehouse.

Branches

In addition, the group operates from a network of over 435 locations

throughout Australia and New Zealand.

page 19 / 22

SUMMARIZED COUNTRY RISK

Gross Domestic Products (GDP) & Economic Overview

Central bank

Reserve Bank of Australia

Reserve of foreign exchange & gold

US$ 43.879 billion

Gross domestic product - GDP

US$ 1.586 trillion

GPP (Purchasing power parity)

954.296 billion of International dollars

GDP per capita - current prices

US$ 68,916

GDP - composition by sector

agriculture: 4%

industry: 25.6%

services: 70.4%

Inflation

2009: 1.8%

2010: 2.8%

2011: 3.4%

Unemployment rate

2009: 5.6%

2010: 5.2%

2011: 5.1%

Public debt

(General Government gross debt as

a % GDP)

2009: 16.9%

2010: 20.4%

2011: 22.9%

Government bond ratings

Standard & Poor's: AAA/Stable/A-1+

Moody's rating: Aaa

Moody's outlook: STA

Market value of publicly traded

US$1.258 trillion

Largest companies in the country

Commonwealth Bank (Banking), BHP Billiton (Materials), Westpac Banking

Group (Banking), Rio Tinto (Materials), National Australia Bank (Banking),

ANZ Banking (Banking), Telstra (Telecommunications)

Trade & Competitiveness Overview

Total exports

US$210.7 billion

Exports commodities

Coal, iron ore, gold, meat, wool, alumina, wheat

Total imports

US$187.2 billion

Imports commodities

Machinery and transport equipment, computers and office machines,

telecommunication equipment and parts, crude oil and petroleum products

Export - major partners

Japan 18.9%, China 14.2%, South Korea 8%, US 6%, NZ 5.6%, India

5.5%, UK 4.2%

Import - major partners

China 15.5%, US 12.8%, Japan 9.6%, Singapore 5.6%, Germany 5.2%,

UK 4.3%, Thailand 4.2%

FDI Inflows

2008: US$46,843 million

2009: US$25,716 million

2010: US$32,472 million

FDI Outflows

2008: US$33,604 million

page 20 / 22

2009: US$16,160 million

2010: US$26,431 million

Best countries for doing business

10 out of 183 countries

Global competitiveness ranking

20 (ranking by country on a basis of 142, the first is the best)

Country and Population Overview

Total population

22.23 million

Total area

7,692,024 km2

Capital

Canberra

Currency

Australian dollars (AUD)

Internet users as % of total

population

76%

page 21 / 22

PAYMENT HISTORY

Purchase Term

Local

Prepayment, D/P, Credit up to 90 days

International

L/C, D/P, Credit up to 90 days

Sales Term

Local

Cash, Credit card, Bank transfer, D/P, Credit up to 90 days

International

Prepayment, D/P, Credit up to 90 days

Trade Reference/ Payment

Behaviour

Comments

As local and international trade references were not supplied, the Subject's

payment track record history cannot be appropriately determined but based

on our research, payments are believed to be met without delay.

Investigation Note

Sources

Interviews and material provided by the Subject

Other official and local business sources

The above credit risk report is furnished in strict confidence at your request by Trelis Business Reports Sdn. Bhd. (the

"Provider"). It can only be used as an aid in evaluating credit terms, trade finance, insurance, marketing and other

legitimate business decisions, and for no other purpose. The information in the credit report shall not be revealed,

supplied, copied or displayed in any form, nor made known to the Subject, neither to any other party without prior written

authorization from the Provider. You will be liable to indemnify the Provider for any loss, damage, or expense incurred as

a result of your breach or non-observance of any of these conditions. Although every effort has been made by the

Provider to ensure the accuracy of the report contents, the Provider cannot accept responsibility for the accuracy,

completeness or timeliness of the contents of the report. The Provider disclaims all liability for any loss or damage arising

out of or in anyway related to the contents of this report.

page 22 / 22

Comprehensive Credit Risk Report

BUSINESS DETAILS

Reference

Client name

Mira Inform Private Limited

Client reference no

204568

Our reference no

TBR 9413

Date

/12/12

Report type

Comprehensive credit risk report

Speed type

Standard

IDENTIFICATION DETAILS

Verified Address

Subject name

EXEGO PTY LIMITED

Other style / Business name

REPCO / ASHDOWN INGRAM / MOTOSPECS

Business address

362 Wellington Road

Town

Mulgrave

Province

Victoria

Zip/postal code

3170

Country

Australia

Tel

+61 3 95665444

Fax

+61 3 95621193

webenquiries@exego.com.au

Website

www.exego.com.au

Registered address

362 Wellington Road

Town

Mulgrave

Province

Victoria

Zip/postal code

3170

Country

Australia

page 1 / 22

SUMMARY DETAILS

Executive Summary

Date founded or registered

29/08/2001

Legal form

Australian Proprietary Company

Chief executive

John Leonard Moller

Issued & paid up capital

AUD 1

Sales turnover

AUD 1,002,921,000 (Group-consolidated 12 months, 30/06/2011)

Line of business

Supplier in the automotive parts and accessories.

Staff employed

5,011 employees (Exego Group)

page 2 / 22

CREDIT RISK OPINION

Credit Risk Interpretation

Credit risk rating

SATISFACTORY

Credit risk theory

Reasonable financial and operational base. Small credits may be considered with

some confidence that commitments will be sustained under normal

circumstances. This is based on criterions such as years of establishment,

number of employees, sales turnover and others. A cautious credit control policy

applies.

Company Analysis

Country risk

Country risk is minimal

Operation trend

Operational trend is steady

Management experience

Management is adequately experienced

Financial performance

Group financial performance is good

Organization structure

Organizational structure is stable

Detrimental

No detrimental records found