MaxiPARTS : MXI - Investor Presentation

ersonal use only

Overview

This investor presentation ("Presentation") has been prepared by MaxiPARTS Limited (ACN 006 797 173) ("MaxiPARTS" or the "Company") and is dated 1 February 2022. This Presentation has been prepared in relation to a proposed capital raising ("Capital Raising") comprising an institutional placement of new MaxiPARTS ordinary shares ("New Shares") to certain 'sophisticated' and 'professional' investors (as defined in the Corporations Act (Cth)) ("Placement") and an underwritten accelerated non-renounceable entitlement offer ("Entitlement Offer") of New Shares (together, the "Offer").

The Entitlement Offer will comprise of an offer:

• to eligible institutional shareholders of MaxiPARTS in certain permitted jurisdictions; and
• to eligible retail shareholders of MaxiPARTS in Australia and New Zealand ("Retail Entitlement Offer").

The distribution of this Presentation in jurisdictions outside Australia and New Zealand may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this Presentation may not be distributed or released on the United States.

Summary Information

This Presentation contains summary information about the current activities of MaxiPARTS and its subsidiaries and the acquisition described in the Presentation as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete. This Presentation does not purport to contain all the information that an investor should consider when making an investment decision nor does it contain all the information which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with MaxiPARTS' other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. Neither MaxiPARTS nor its directors, employees or advisers give any warranties in relation to the statements and information in this Presentation.

Not an Offer

This Presentation is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with ASIC or any other regulator and is not approved by or registered with any regulator). The Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products. This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and other applicable U.S. state securities laws. The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Not financial product advice

This Presentation does not constitute financial product or investment advice (nor tax, accounting or legal advice) nor is it a recommendation to acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares. This Presentation has been prepared without taking into account the objectives, financial situation or needs of any particular investor. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. MaxiPARTS is not licensed to provide financial product advice in respect of MaxiPARTS shares or any other investment. Cooling off rights do not apply to the acquisition of New Shares.

Financial Data

Except where otherwise mentioned, all dollar values are in Australian dollars ("A$"). Any pro-forma financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of MaxiPARTS' views on its future financial condition and/or performance. The pro-forma financial information has been prepared by MaxiPARTS and may not have been prepared in accordance with the measurement and recognition requirements or the disclosure requirements, of applicable accounting standards and other mandatory requirements in Australia. The pro-forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.

The financial information also includes non-GAAP measures within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934 and non-IFRS measures, which have been included because the Company believes it provides users with additional relevant information. The non-IFRS/non-GAAP financial information does not have a standardised meaning prescribed by IFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this document. Such financial information does not purport to be in compliance with Article 3-05 of Regulation S-X under the US Securities Act.

Truckzone financial information

MaxiPARTS undertook a due diligence process in respect of the Truckzone Business, which relied in part on the review of financial and other information (including unaudited financial information) concerning the business and corporate structure of Truckzone, which was provided to MaxiPARTS by the vendors of Truckzone.

MaxiPARTS has prepared (and made assumptions in the preparation of) the financial information relating to Truckzone (on a stand-alone basis and also with MaxiPARTS post-acquisition of Truckzone) included in this Presentationfrom financial and other information (including unaudited financial information) provided by the vendors of Truckzone. MaxiPARTS is unable to verify the accuracy, reliability or completeness of all of this information. If any of the data or information provided to and relied upon by MaxiPARTS in its due diligence process and its preparation of this presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Truckzone and the combined group may be materially different to the financial position and performance expected by MaxiPARTS and reflected in this Presentation.

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Past Performance

Past performance and pro-forma historical information in this Presentation is given for illustrative purposes only and should not be relied upon (and is not) an indication of future performance including future share price information.

Future Performance

This Presentation contains certain "forward-looking statements". Forward-looking statements can generally be identified by the use of forward-looking words such as, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", "target" "outlook", "guidance" and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of MaxiPARTS, the outcome and effects of the Capital Raising and the use of proceeds, including the impact of the Acquisition. The forward- looking statements contained in this Presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of MaxiPARTS, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the risks section of this Presentation for a summary of certain general and MaxiPARTS specific risk factors that may affect MaxiPARTS.

You are strongly cautioned not to place undue reliance on forward-looking statements in this Presentation, particularly in light of the current economic conditions and the significant volatility, uncertainty and disruption caused by the COVID- 19 pandemic. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward- looking statements, including the risk factors set out in this Presentation including the risks and uncertainties associated with the COVID-19 pandemic. Investors should consider the forward-looking statements contained in this Presentation in light of those disclosures. The forward-looking statements are based on information available to MaxiPARTS as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), MaxiPARTS undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

Information and liability

To the maximum extent permitted by law, each of MaxiPARTS and the Underwriter and their respective affiliates and related bodies corporate and each of their respective directors, officers, partners, employees, agents and advisers

(together, the "Beneficiaries") exclude and expressly disclaim:

• all duty and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any expenses, losses, damage or costs incurred by you as a result of your participation in, or failure to participate in, the Offer or the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise;
• any obligations or undertaking to release any updates or revisions to the information in this Presentation to reflect any change in expectations or assumptions; and
• all liabilities in respect of, and make no representation or warranty, express or implied, as to the fairness, currency, accuracy, reliability or completeness of information in this Presentation or any constituent or associated presentation, information or material, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns (or any event or results expressed or implied in any forward looking statement) contained in, implied by, the information in this Presentation or any part of it, or that this Presentation contains all material information about MaxiPARTS or which a prospective investor or purchaser may require in evaluating a possible investment in MaxiPARTS or acquisition of securities in MaxiPARTS.

The Underwriter and its respective Beneficiaries:

• have not independently verified any of the information in this Presentation and take no responsibility for any part of this Presentation or the Offer;
• have not authorised, permitted or caused the issue, lodgment, submission, dispatch or provision of this Presentation;
• make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer; and
• do not make or purport to make any statements in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

You represent, warrant and agree that you have not relied on any statements made by the Underwriter or its respective Beneficiaries in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. You undertake that you will not seek to sue or hold the Underwriter and its respective Beneficiaries liable in any respect in connection with this Presentation or the Offer (to the maximum extent permitted by law).

You acknowledge and agree that:

• determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements and the discretion of MaxiPARTS and the Underwriters. You further acknowledge and agree that each of MaxiPARTS and the Underwriter and its respective Beneficiaries exclude and expressly disclaim any duty or liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law;
• allocations are at the sole discretion of the Underwritersand/or MaxiPARTS. The Underwriter and MaxiPARTS disclaim any duty or liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law; and
• MaxiPARTS reserves the right (with the prior written consent of the Underwriter (such consent not to be unreasonably withheld or delayed)) to change the timetable in their absolute discretion including by closing the Offer early, withdrawing the Offer entirely or extending the Offer closing time (generally or for particular investor(s)) in their absolute discretion (but have no obligation to do so), without recourse to them or notice to you. Furthermore, communications that a transaction is "covered" (i.e. aggregate demand indications exceed the amount of the security offered) are not an assurance that the transaction will be fully distributed.

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