AMOTIV LIMITED — M&A Activity 2010

May 20, 2010

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Dexion Limited ABN 92 105 330 041 23 Tattersall Road, Kings Park NSW 2148 T: +61 2 9830 5000 F: +91 2 9830 5165 www.dexion.com.au

21 May 2010

Company Announcements Office ASX Limited 4[th] Floor 20 Bridge Street Sydney NSW 2000

GUD HOLDINGS LIMITED PROPOSES OFFER TO ACQUIRE DEXION LIMITED

Dexion Limited (ASX:DEX) ( Dexion ) and G.U.D. Holdings Limited (ASX:GUD) ( GUD ) have entered into a Takeover Bid Implementation Agreement ( Agreement ) under which, subject to the satisfactory completion of confirmatory due diligence, GUD would make an off-market takeover bid to acquire all the issued shares of Dexion for $0.80 cash per share ( Offer ).

Pursuant to the Agreement, the Dexion Board has agreed to recommend the Offer to its shareholders, in the absence of a superior proposal. The proposed Offer of A$0.80 cash per Dexion share compares with the 30 day volume weighted average price as at the close of trading on 20 May 2010 of $0.42.

As stated above, the proposed Offer is conditional upon the satisfactory completion of confirmatory due diligence on Dexion. Dexion has agreed to allow GUD four weeks (until 18 June 2010) to complete its due diligence and has granted GUD exclusivity for this period. At or before the end of the due diligence period, GUD will announce whether or not it will proceed with the formal Offer. Until that time, there is no certainty that a formal offer will proceed.

Commenting on the Agreement, the Chairman of Dexion, Mr Robert Wright said, “Dexion’s earnings and share price have been affected by the GFC. While the Board is extremely confident of the future for Dexion, we believe that the Agreement with GUD fairly reflects the company’s medium term growth prospects, strong brands and market positions.”

The Managing Director of Dexion, Mr Peter Farmakis said, “GUD shares a similar philosophy to that of Dexion, which is focused on building strong brand equity, forging leading market positions and delivering on innovation programs. GUD is a very successful company that is financially strong and able to support the future development of Dexion.”

Dexion has agreed to pay GUD a break fee of $840,000 in customary circumstances where a competing proposal is procured or assisted by Dexion prior to the end of the Offer period.

Pursuant to the Agreement, until the end of the offer period or the date which is four months from today's date (whichever is earlier), Dexion must ensure that neither it nor any of its related bodies corporate nor their respective directors, officers, employees, agents or advisers:

• solicit (including by way of providing information concerning Dexion to any person), facilitate, encourage or invite, directly or indirectly, enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to, a competing proposal, or communicate to any person an intention to do any of these things ( No Shop ); or

• directly or indirectly participate in or continue any discussions or negotiations, provide or make available any information (including by way of providing information and access to perform due diligence), accept or enter into, or offer to accept or enter into, any agreement, arrangement or understanding, communicate any intention to do any of these things in relation to, or which may reasonably be expected to lead to a competing proposal or which might otherwise reduce the likelihood of the success of the proposed offer from GUD ( No Talk ).

Dexion has also agreed that it will notify GUD of any unsolicited approach to it that relates to a competing proposal (including the identity of the third party) ( Notification ). The No Talk and Notification obligations are subject to customary fiduciary carve-outs.

Dexion has appointed Norton Rose Australia and Wilson HTM Corporate Finance as its legal and corporate advisors respectively.

At this stage, subject to any further announcements by Dexion, shareholders are not required to take any action.

The Board will keep shareholders informed of further developments as and when appropriate.

For further information contact:

Investor Enquiries Financial Community Media Enquiries Peter Farmakis Jamie Taylor Anthony Tregoning Managing Director Wilson HTM Corporate Finance FCR Dexion Limited + 61 2 8247 3115 +61 2 9235 1666 +61 2 9830 5000

Trefor Clayton Finance Director Dexion Limited +61 2 9830 5000

About Dexion

Dexion manufactures and markets a broad range of storage products. The company’s core products include pallet racking, shelving and automated systems used in logistics and warehousing (Industrial Division) and storage and filing solutions including cabinets, shelving and filing systems, lockers and mobile storage used in the commercial office sector (Commercial Division).

It has approximately 750 employees and operations throughout the Asia Pacific region and the Middle East, with manufacturing facilities in Australia, China, Malaysia and New Zealand.

dexion.com.au

About GUD

GUD Holdings Limited is listed on the ASX and has a market capitalisation of approximately $520 million. GUD is an active manager of a number of leading consumer and industrial product businesses in Australia and New Zealand. GUD operates through four discrete business divisions: Consumer Products, Water Products, Automotive Products and Security Products. Through these businesses, GUD is the owner and manager of one of the Asia-Pacific region's premier brand portfolios. Most of these brands are market leaders in their product categories.

GUD’s principal skills are in brand management, product design and development, product sourcing and supply chain optimisation.

gud.com.au

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