AMOTIV LIMITED — M&A Activity 2009

Nov 15, 2009

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16 November 2009

GUD RESPONSE TO BREVILLE’S TARGET’S STATEMENT AND INDEPENDENT EXPERT’S REPORT

In response to Breville Group Limited’s ( Breville ) Target’s Statement and Independent Expert ‘s Report, GUD Managing Director Ian Campbell makes the following points:

“We appreciate that the Breville Board has highlighted the reasons why Breville shareholders might accept the GUD Offer. These reasons include the fact the offer represents a significant premium of 51%[1] ; that Breville shareholders may benefit from increased dividends per share; and that Breville’s share price may fall in the absence of GUD’s offer.”

Mr Campbell also said the Independent Expert’s ( Expert ) Report contained in Breville Group’s Target’s Statement was, in GUD’s view, “flawed”, based on the following points:

1. The information contained in the Expert’s report suggests that at less than 100%, Breville is worth $1.86 per share[2] vs. GUD’s assessed offer value of $2.20 - $2.25:

• This is based on:

  • the mid-point of the mean and median of the trading multiples of the comparable companies referenced by the Expert (excluding GUD and Breville) of 6.6x FY10 EBITDA[3] ; PLUS

  • the Expert’s “premium for pure control (i.e. excluding synergies) for Breville to be 10%”[4] ; PLUS

  • Breville management’s assessment of $1 million - $2 million pre-tax synergies at less than 100%[5] ; PLUS

  • excluding the adjustment for onerous lease expenses to Breville’s earnings for consistency with comparable multiples.

1 Premium to the Breville 1 month VWAP of shares on traded on the ASX prior to announcement of the Offer.

2 Applies mid-point of Expert’s trading multiple valuation range to Breville forecast EBITDA of $38.7 million (excluding adjustment for onerous lease expense), less the mid-point of the Expert’s estimate of Breville’s average net debt, applying a 10% “pure” control premium, and adjusting for synergies worth $12 million (or approximately $0.09 per share on a fully diluted basis) if less than 100% of Breville is acquired.

345 Midpoint of EV/EBITDA multiple valuation range of 6.4x – 6.7x, as per page 43 of the Independent Expert’s Report Page 45 of the Independent Expert’s Report Valued at approximately $12 million by the Expert (refer page 54 of the Independent Expert’s Report) WS: CSF_Melbourne: 1471049: v4

• 2 -

2. It places insufficient weight on the relative track records of GUD and Breville

• GUD’s total shareholder return over the period since Breville listed in May 1999 was over 4 times greater than that of Breville over the same period[6]

3. The Expert has applied its multiple range to Breville’s normalised[7] EBITDA forecast, while comparable multiples are not normalised

• The ‘comparable’ transaction and trading multiples referenced by the Expert appear to be based on reported earnings forecasts.

• For comparability, Breville should be valued on the basis of its unnormalised forecast EBITDA of $38.7 million[8] .

• Applying the Expert’s multiple range to Breville’s unnormalised earnings would reduce the Expert’s valuation of Breville by approximately $0.10 per share[9]

4. There is no basis for the Expert’s multiple valuation

• The mean and median forecast trading EBITDA multiple of the comparable companies listed by the Expert (excluding Breville and GUD) are 6.4x and 6.7x respectively

• The Expert used 8.0x to 8.5x – and the justification for selecting this range is unclear

• The comparable transaction multiples are irrelevant, for the reasons noted by the Expert

For further details, please contact:

Felicity Allen Kreab Gavin Anderson Tel: + 613 9659 3000

Jo Collins Kreab Gavin Anderson Tel: + 612 9552 4499

6 Refer to Figure 1.3 of the Bidder’s Statement for further details

7 Including adjustment for an onerous lease expense (page 35 of the Target’s Statement)

8 Excludes adjustment for onerous lease expense (page 35 of the Target’s Statement)

9 Comparing enterprise value implied by $41.1 million EBITDA (including adjustment for onerous lease expense) at the midpoint of the Expert’s multiple range of 8x – 8.5x to the enterprise value implied by $38.7 million EBITDA (excluding the adjustment for onerous lease expense) at the same multiple range.

WS: CSF_Melbourne: 1471049: v4