AMA: Bidders Statement Automotive Solutions Group Ltd

Bidder's Statement On-Market Cash Offer

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It contains an offer by AMA Group Limited to purchase all of the shares in Automotive Solutions Group Limited. You should consult your financial, legal, taxation or other professional adviser as soon as possible.

Bidder's Statement

This Bidder's Statement is dated 23 May 2017 and is given by AMA Group Limited under Part 6.5 of the Corporations Act and relates to the Offer. This Bidder's Statement includes an Offer dated 23 May 2017 to acquire all of the shares in Automotive Solutions Group Limited (ASGL) on-market (including existing shares and all ASGL Shares that will exist during the Offer Period). You should read this Bidder's Statement in its entirety.

ASIC and ASX disclaimer

A copy of this Bidder's Statement was lodged with ASIC and provided to ASX on 23 May 2017. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this Bidder's Statement or the merits of the Offer.

Investment decisions

This Bidder's Statement does not take into account your individual investment objectives, financial situation or particular needs. You should consider seeking independent financial, legal or taxation advice before deciding whether or not to accept the Offer.

Forward-looking statements

Forward-looking statements are not based on historical facts; they are based on current expectations of future results or events. Forward- looking statements are by their nature subject to inherent risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations set out in such forward-looking statements. Forward looking statements are generally identified by the use of words such as, 'likely', 'believe', 'intend', 'expect' or 'anticipate' and other similar wording. While the Bidder believes that the expectations reflected in the forward-looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. Matters as yet not known to the Bidder or not currently considered material by the Bidder may cause actual results or events to be materially different from those expressed in any forward-looking statements. Any forward-looking statement contained in this Bidder's Statement is qualified by this cautionary statement.

The Bidder nor its respective officers, persons named in this Bidder's Statement with their consent or any other person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or outcomes expressed or implied in any forward-looking statement and any statement in the nature of a forward-looking statement having regard to the fact that the outcome may not be achieved, except to the extent required by law.

Information regarding the Bidder

The Corporations Act prescribes that certain information be included in a Bidder's Statement. This Bidder's Statement complies with section 636 and 637 of the Corporations Act. All information in this Bidder's Statement relating to ASGL has been prepared by or on behalf of the Bidder using publicly available information including information set out on ASGL's ASX announcements platform and the Bidder does not make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

The Target's Statement

The Corporations Act prescribes requirements for a Target Statement which the Directors of ASGL are required to provide to the Shareholders in response to this Bidder's Statement.

Notice of foreign shareholders

The distribution of this Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions. This Bidder's Statement does not constitute an offer in any jurisdiction in which, or to any person to which, it would not be lawful to make such an offer.

Offer information contact

For information regarding your ASGL Shares, the Offer or how to accept the Offer, please read this Bidder's Statement. If you still need assistance please contact Mr Andy Sibley of AMA Group Limited on 07 3897 5780 (from within Australia) or +61 7 3897 5780 (from outside Australia), or consult your financial, legal, taxation or other professional adviser.

23 May 2017

Dear Fellow ASGL Shareholder

I am pleased to introduce the Offer by AMA Group Limited ("AMA") to acquire all of the shares in Automotive Solutions Group Limited ("ASGL") for 35 cents cash per ASGL Share (Offer Price), for cash consideration on- market.

As the Offer is unconditional1, AMA has instructed its broker, Bell Potter Securities Limited, to purchase ASGL Shares on-market at the Offer Price. This provides ASGL Shareholders with the ability to sell some or all of their ASGL Shares on-market and receive a cash payment on a T+2 basis.

Reasons to accept the Offer

The Offer Price represents a nil premium to the closing price of ASGL Shares on 22nd May 2017 of $0.35 (being the last day on which ASGL Shares traded on the ASX before the announcement date).

The Offer Price represents a premium of 15.1% to the Volume Weighted Average Price of ASGL Shares on the ASX of $0.3042, for the period from 26th April 2017 (being the date of the Announcement to the ASX of the Trading Update and Profit Guidance) to 22nd May 2017 (being the last Trading Day prior to the date of the Bidder's Statement).

The Offer capitalises ASGL at $17.621 million. This is 2.2 times ASGL's net tangible assets ($7.968 million) at 31 December 2016.

There is uncertainty about the future direction of the ASGL following the announcement on 26th April 2017 of a trading update, downward revised profit guidance and the consequential need to undertake a review of its operations (as announced on ASX). This uncertainty was compounded by the subsequent announcement that Ms Tanya Mason had stood down from the role of Chief Executive Officer (and resigned as Director) and has been replaced by ASGL's Chairman, who is now acting in an executive capacity rather than as an independent non-executive, until s a suitable replacement has been appointed.

There is very low trading liquidity in ASGL Shares and the Offer allows you to immediately sell all your ASGL Shares. There is currently no competing offer to acquire your ASGL Shares and the ASGL Share price may fall after the Offer.

You should consider the value and certainty of AMA's all-cash Offer compared with the risks and uncertainties of remaining a shareholder in ASGL.

Detailed information in respect of the Offer is set out in this Bidder's Statement. I encourage you to read the entirety of this Bidder's Statement carefully and then accept the Offer as soon as possible.

How to accept the Offer

You may accept the Offer at any time during the Offer Period. The Offer can only be accepted by selling your ASGL Shares on-market. Shares sold on-market will receive a cash payment on a T+2 basis. To accept the Offer, you must sell your ASGL Shares by no later than Offer closing date of 7 July 2017.

1 Other than with respect to a "prescribed occurrences" condition.

The Bidder recommends that you give instructions at the earlier opportunity to avoid missing the Offer closing date.

The Offer is scheduled to close on 7 July 2017 (but it may be extended).

If you have any questions, please contact Mr Andy Sibley on 07 3897 5780 (from within Australia) or +61 7 3897 5780 (from outside Australia), or consult your financial, legal, taxation or other professional adviser.

Yours sincerely

Ray Malone Chairman

AMA Group Limited