GLOBAL AUTO-TRADE GROUP

GLOBAL AUTO-TRADE GROUP PLC

(a public limited company incorporated under the laws of Isle of Man, registration number 007294V)

Offering of up to 1,666,667 new ordinary shares of € 0.10 par value, carrying the ISIN IM00BYY03G00

This Prospectus (the "Prospectus") has been prepared in connection with a capital increase comprising an offering (the "Offering") of 1,666,667 new shares (the "Offer Shares") in Global Auto-Trade Group PLC (the "Company" or "Global Auto-Trade Group PLC" or "GATG PLC" and collectively with its subsidiaries, the "Group") at € 3.00 per Offer Share with no preemptive rights for the existing shareholders.

As at the date of this prospectus the company has fully paid up 4,057,446 shares of € 0.10 par value, issued and outstanding. Company's shares are comprised of 4,007,446 ordinary shares and 50,000 preferred shares. There are 1,666,667 new ordinary shares to be issued in the course of the public offering. The company expects to raise the amount of € 5,000,001.00 from selling 1,666,667 Offer Shares. The Offer Shares are each vested with full dividend rights for the financial year 2015 and will rank pari passu in all respects with each other and with all other ordinary shares. As regards voting rights, preferred shares confer 100 votes per one preferred share, whereby ordinary shares confer 1 vote per each ordinary share.

The offering is valid from December 15, 2015 until December 3, 2016 (the "Offer Period"). During this time the shares are offered for subscription. There is no book building period and therefore, a withdrawal of the subscription is technically impossible. The Offer Period can be shortened by the issuer arbitrarily without any reasons. The Offer Shares are offered at the price of € 3.00 per Offer Share. There is no difference between the public offering price and the effective cash costs for members of the administrative, management and supervisory bodies.

An investment in Group's securities involves a high degree of risk. See "Risk Factors" for a discussion of material factors investors should consider carefully prior to making an investment decision, together with other information contained in this Prospectus as a whole.

The Offer Shares will be issued at the choice of the Offeree in certificated or uncertificated form to be held in CREST. The Registrar will be responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN of the ordinary shares is IM00BYY03G00.

The Offering comprises a public offering in Denmark, Germany and the United Kingdom ("UK"). This Prospectus may not be distributed or otherwise made available, and the Shares may not be offered or sold, directly or indirectly, in the U.S., Canada, Australia or Japan. This Prospectus may not be distributed or otherwise made available, and the Shares may not be offered or sold, directly or indirectly in any other jurisdiction outside Denmark, Germany or UK, unless such distribution, offer, sale or exercise is permitted under applicable laws in the relevant jurisdiction.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "U.S. Securities Act") or any applicable state securities laws of the U.S. The issuance of the Shares was made in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) of the U.S. Securities Act, Regulation S ("Regulation S") under the U.S. Securities Act, or another available exemption. The Shares may not be offered, pledged, sold, resold, granted, delivered, allotted or otherwise transferred, as applicable, in the U.S., except in transactions that are exempt from or not subject to the registration requirements under the U.S. Securities Act and in compliance with any applicable state securities laws.

The Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended, the "FIEL"), and disclosure under the FIEL has not been and will not be made with respect to the Shares. The Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except (i) pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL, and (ii) in compliance with any other applicable laws, regulations and governmental guidelines of Japan. Pursuant to the exemption under the FIEL, the Shares may be offered and sold to no more than 49 residents of Japan.

This Prospectus may not be distributed in or otherwise made available, and the Offered Shares may not be offered or sold, directly or indirectly, in any jurisdiction outside Denmark, Germany or the UK, unless such distribution, offering, sale or exercise is permitted under applicable laws in the relevant jurisdiction, and the Company may require receipt of satisfactory documentation to that effect.

The Offering is subject to Isle of Man, Danish, German and UK laws. This Prospectus has been prepared in order to comply with the standards and conditions applicable under Isle of Man and Danish law. It does not constitute an offer to the public within the meaning of section 102B of Financial Services and Markets Act 2000, as amended, (FSMA), the Companies Act 2006 or otherwise. Accordingly, this document constitutes a prospectus within the meaning of section 85 of FSMA and has been drawn up in accordance with the Prospectus Rules and will be passported to the UK. If you are in any doubt about the contents of this document you should immediately consult a person authorised under the FSMA who specialises in advising on the acquisition of shares and other securities.

The date of this Prospectus is December 4, 2015 (the "Prospectus Date")

GENERAL INFORMATION

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any shares offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. No person is or has been authorized to give any information or to make any representation in connection with the Offering or sale of the Offered Shares, other than as contained in this Prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by us. Nothing in this Prospectus is, or shall be relied upon as, a promise or representation by us as to the future. To the best of Group's knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. No representation or warranty, expressed or implied, is made by and no reliance may be placed on us or any person as to the accuracy, reasonableness, completeness or fairness of information contained in this Prospectus. Potential investors should not assume that the information in this Prospectus is accurate as of any other date other than the date of this Prospectus. In making an investment decision, investors should rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The distribution of this Prospectus and the offering and sale of the Shares offered hereby in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. No action has been or will be taken in any jurisdiction by Global Auto-Trade Group PLC that would permit a public offering of the Shares or possession or distribution of the Prospectus in any jurisdiction where action for that purpose would be required. This Prospectus may not be used for or in connection with, and does not constitute, any offer to sell or invitation to purchase, any of the Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful. The Group does not accept any responsibility for any violation of any of these restrictions by any person, whether or not such person is a prospective purchaser of Group's Shares. No person has been authorized to give any information or to make any representation concerning Global Auto-Trade Group PLC or the shares (other than as contained herein and information given by Group's duly authorized officers and employees in connection with the investors' examination of the Group and the terms of the Offering) and, if given or made, any other such information or representation should not be relied upon as having been authorized by Global Auto-Trade Group PLC. The Company maintains a website at www.globalautotg.com. Unless expressly stated herein, no information on the Company's website shall be considered to form part of or be incorporated into this Prospectus, and in the event of any discrepancy between the Company's website and this Prospectus, this Prospectus shall prevail.

NOTICE REGARDING THE EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each a "Relevant Member State"), no offering of the Offered Shares to the public will be made in any Relevant Member State prior to the publication of a prospectus concerning the Offered Shares which has been approved by the competent authority in such Relevant Member State or, where relevant, approved in another Relevant Member State and notified to the competent authority in such Relevant Member State, all pursuant to the Prospectus Directive, except that with effect from and including the date of implementation of the Prospectus Directive in such Relevant Member State, an offering of the Offered Shares may be made to the public at any time in such Relevant Member State:

a. to legal entities which are authorized or regulated to operate in the financial markets as well as entities not so authorized or regulated whose corporate purpose is solely to invest in securities;
b. to legal entities which meet at least two of the following criteria: (A) an average of at least 250 employees in the previous financial year; (B) a total balance sheet sum exceeding € 43,000,000; and (C) an annual net turnover exceeding € 50 000 000 showing on their previous annual or consolidated financial statements;
c. to fewer than 100 natural or legal persons other than qualified investors within the meaning of the Prospectus Directive, subject to the prior written consent of the Company and the Global Coordinator; or
d. in any other circumstances which do not require the publication by the Company of a prospectus under Article 3 of the Prospectus Directive.

For the purposes of the aforementioned section, the expression an "offering of the Offered Shares to the public" in relation to the Offered Shares in any Relevant Member State shall mean a communication to persons in any form and by any means, presenting sufficient information on the terms of the Offering and the Offered Shares, so as to enable an investor to decide purchase or subscribe for the Offered Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The term "Prospectus Directive" means Directive 2003/71/EC including any amendments to it and any relevant implementation procedures in the Relevant Member State.

SELLING RESTRICTIONS

The Offering consists only of a public offering in Denmark, Germany and the United Kingdom.

The delivery of this Prospectus and the marketing of the Offered Shares are subject to restrictions in certain countries. Persons who come into possession of this Prospectus are required by the Company to inform themselves about such restrictions and to observe such restrictions, including any tax issues and currency restrictions that may be relevant in connection with the Offering. All investors should examine, through their own advisers, the tax consequences of an investment in the Offered Shares. This Prospectus does not constitute an offer of or an invitation to purchase or subscribe for any Offered Shares in any jurisdiction in which such an offer or invitation would be unlawful. The Offered Shares are subject to transfer and selling restrictions in certain jurisdictions. Potential purchasers and/or subscribers of the Offered Shares shall comply with all applicable laws and provisions in countries or territories in which they acquire, subscribe for, offer or sell the Offered Shares or possess or distribute this Prospectus and shall obtain consent, approval or permission, as required, for the acquisition of the Offered Shares. Neither the Company nor the Company's auditors accept any liability for any violation of these restrictions by any person, irrespective of whether such a person is an existing shareholder or a potential purchaser and/or subscriber of the Offered Shares.

RESTRICTIONS IN DENMARK, UNITED KINGDOM AND GERMANY

Offers of the Offer Shares pursuant to the Offering are only being made upon registration of this prospectus with the respective financial supervisory authorities (UK: FCA; Germany: Bundesanstalt für Finanzdienstleistung (BaFin)).

NOTICE TO U.S. RESIDENTS

The Offered Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States of America or any other U.S. regulatory authority, nor have any of such regulatory authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Prospectus. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States.

The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States of America. No offer or sale of the Offered Shares are permitted unless in connection with an offering or sale under Regulation S under the U.S. Securities Act of 1933, as amended.

FORWARD-LOOKING STATEMENTS AND PROFIT FORECASTS OR ESTIMATES

All statements in this Prospectus other than statements of current or historical fact are forward-looking statements. In some cases, forward-looking statements may be identified by the use of words such as "might", "may", "could", "would", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue", "illustration", "projection" or similar expressions and the negatives thereof. Forward-looking statements in this Prospectus include, without limitation, statements in respect of Group's growth strategies and expansion plans, new content offerings, market position, competition, potential investments, financial prospects, performance, liquidity and capital resources, intention to pay dividends, as well as statements regarding trends in the specialised machinery and automotive sectors, technological advances, political and social developments, legal and regulatory changes and their interpretation and enforcement. Forward-looking statements also include estimates, illustrations and projections of potential results of operations and financial condition in future periods. Global Auto-Trade Group PLC has based any forward-looking statements on its present expectations about future events. Present expectations reflect, hereby, numerous assumptions regarding Group's strategy, operations and industry. Although Group's present expectations are based in part on historical trends in its business and the growth of the Group has experienced to date, these past trends and experiences may not continue in the future. Forward-looking statements are not guarantees of future performance. By their nature, they are subject to known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the assumptions underlying forward-looking statements prove to be incorrect, Group's actual results could differ materially from those expressed or implied by forward-looking statements. Additional risks not known to us, or that Company do not currently consider material, could also cause the events and trends discussed in this Prospectus not to occur, and the estimates, illustrations and projections of financial performance not to be realized. Prospective investors should carefully read "Risk Factors" for a discussion of additional risks. Forward-looking statements are only applicable as of the date of this Prospectus. Except as required by applicable law, Company does not undertake, and Company expressly disclaims, any duty to revise any forward-looking statement in this Prospectus, whether as a result of new information, future events or otherwise

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

This Prospectus contains:

the audited financial statements of Global Auto-Trade Group PLC for the period January 1 to December 31, 2012, January 1 to December 31, 2013, and January 1 through December 31, 2014.
Unaudited financial statements of Global-Auto Trade Group PLC for the period January 1, 2015 to June 30, 2015.

The audited financial statements of Global Auto-Trade Group PLC have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Committee and amended or superseded by International Financial Reporting Standards as adopted by the International Accounting Standards Board.

In making an investment decision, potential investors must rely upon their own examination of the Group, the terms of the Offering and the audited historical consolidated financial statements and other historical information provided herein. Certain figures contained in this Prospectus, including financial information, have been subject to rounding-off adjustments. The auditors have consented to the way that the audits and information derived from the audit reports have been reproduced and presented in this Prospectus.

PRESENTATION OF CURRENCY INFORMATION

All references in this Prospectus to Moldovan "leu" refer to the official currency of Republic of Moldova. All references to "US dollars" or "USD" or "US-$" refer to the lawful currency of the United States. All references to "Euros" or "EUR" or "€" refer to the lawful currency of the European Economic Union.

FUNCTIONAL AND PRESENTATION CURRENCY: The financial statements are presented in EURO, which is the Company's presentation currency. At 31 December 2012, the official rate of exchange as determined by the National Bank of Moldova, was EURO ("EUR"), EUR 1 = MDL 15.9967 (2011: EUR 1 = MDL 15.0737). The average rate of exchange for the year ended 31 December 2012 was EUR 1 = MDL 15.5632 (2011: EUR 1 = MDL 16.3369).

TRANSACTIONS AND BALANCES: Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange ruling at the statement of financial position date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

TABLE OF CONTENT

GENERAL INFORMATION ... 2
DANSK RESUMÉ ... 5
ZUSAMMENFASSUNG DES PROSPEKTES ... 16
SUMMARY OF THE PROSPECTUS ... 27
RISK FACTORS ... 38
THE OFFERING ... 59
REASONS FOR THE OFFERING, USE OF PROCEEDS, COSTS AND INTERESTS OF THIRD PARTIES INVOLVED IN THE OFFERING ... 66
CAPITALIZATION AND INDEBTEDNESS ... 68
DILUTION ... 70
SELECTED FINANCIAL INFORMATION ... 71
MANAGEMENT'S DISCUSSION OF THE OPERATIONAL PERFORMANCE OF THE BUSINESS AND THE ANALYSIS OF ITS FINANCIAL CONDITION ... 82
INDUSTRY OVERVIEW ... 102
GLOBAL AUTO-TRADE GROUP PLC'S BUSINESS ... 106
REGULATORY ENVIRONMENT ... 116
SHAREHOLDER STRUCTURE ... 119
GENERAL INFORMATION ON THE COMPANY ... 120
INFORMATION ON THE SHARE CAPITAL AND APPLICABLE PROVISIONS ... 125
CORPORATE BODIES AND MANAGEMENT ... 139
RELATED PARTY TRANSACTIONS ... 144
RECENT DEVELOPMENTS AND OUTLOOK ... 144
TAXATION ... 145
GLOSSARY ... 1
FINANCIAL SECTION ... 1
SUBSCRIPTION LETTER ... 111

DANSK RESUMÉ

Prospektet er udarbejdet i en engelsk version. En dansk oversættelse af resuméet af prospektet er inkluderet i dette prospekt. I tilfælde af uoverensstemmelse mellem den engelske resumé og den danske resumé, skal den engelske resumé forrang.

Resuméer består af oplysningskrav, der benævnes 'Elementer'. Disse elementer er nummereret i afsnit A – E (A.1 – E.7).

Dette resumé indeholder alle de Elementer, der skal være indeholdt i et resumé for denne type værdipapirer og udsteder. Da nogle Elementer ikke skal medtages, kan der forekomme huller i nummereringen af Elementerne.

Selv om et Element skal indsættes i resuméet på grund af typen af værdipapirer og udsteder, er det muligt, at der ikke kan gives nogen relevante oplysninger om Elementet. I så fald indeholder resuméet en kort beskrivelse af Elementet med angivelsen 'ikke relevant'.

AFSNIT A – INDLEDNING OG ADVARSLER

A.1 Advarsler

Dette resumé er tænkt som en introduktion til dette prospekt ("Prospektet"). Mere detaljerede oplysninger findes i andre dele af Prospektet, derfor

a) dette resumé bør læses som en indledning til prospektet;
b) enhver beslutning om investering i værdipapirerne af investoren bør træffes på baggrund af prospektet som helhed;
c) den sagsøgende investor, hvis en sag vedrørende oplysningerne i prospektet indbringes for en domstol, i henhold til national lovgivning i medlemsstaterne kan være forpligtet til at betale omkostningerne i forbindelse med oversættelse af prospektet, inden sagen indledes, og
d) kun de personer, som har indgivet resuméet eller eventuelle oversættelser heraf, kan ifalde et civilretligt erstatningsansvar, men kun såfremt resuméet er misvisende, ukorrekt eller uoverensstemmende, når det læses sammen med de andre dele af prospektet, eller ikke, når det læses sammen med prospektets andre dele, indeholder nøgleoplysninger, således at investorerne lettere kan tage stilling til, om de vil investere i de pågældende værdipapirer.

A.2 Indikation af senere videresalg eller endelig placering af værdipapirer via finansielle formidlere

Ikke relevant. Selskabet accepterer ikke at Prospektet anvendes til senere videresalg eller endelig placering af aktier via finansielle formidlere.

AFSNIT B – UDSTEDER OG GARANT

B.1 Juridisk navn og binavne
Udsteders juridiske navn er Global Auto-Trade Group PLC.

B.2 Domicil og retlig form, den lovgivning som udsteder fungerer under, samt indregistreringsland
Global Auto-Trade Group PLC er et aktieselskab, der er stiftet med CVR-nummer 007294V den 12. august 2011 på Isle of Man med domicil på Acclaim House, 12 Mount Havelock, Douglas, Isle of Man. Den lovgivning som udsteder fungerer under, er Isle of Mans selskabslov, Isle of Man Companies Act 2006.

B.3 Virksomhedsbeskrivelse
Hverken stiftelsesdokumentet eller selskabsvedtægterne fastsætter en lovbefalede beskrivelse af erhvervsformålet, og i medfør af den fungerende selskabslov, Isle of Man Companies Act 2006, er Selskabet ikke forpligtet til at fastsætte en sådan. Det er dermed op til de ledende medarbejdere løbende at bestemme Selskabets anvendelse og formål, som det findes hensigtsmæssigt, således at Selskabet overholder den relevante lovgivning og Selskabets vedtægter.

Global Auto-Trade Group PLC er et rent holdingselskab med 100 % ejerskab over driftsselskabet Auto-Prezent Srl., der har et handels- og servicecenter, som blandt andet udbydes igennem deres 75 % ejede datterselskab, Megatest S.R.L., og et detailnet på ni butikker over hele Moldova.

Auto-Prezent S.R.L. er det eneste selskab på det moldoviske marked, der tilbyder komplet service lige fra levering, kontrol og serviceeftersyn af specialkonstruktioner til landbrug, passagerkøretøjer, tunge erhvervskøretøjer, bilkomponenter og ekstraudstyr til justering og CKD-samlesæt af specialdesignet maskineri. Med en markedsandel på omkring 25 % i 2011 er Global Auto-Trade Group PLC et af de førende selskaber i Moldovas bilindustri.

Selskabets vigtigste markeder er de offentlige og private organisationer i Moldova, der driver virksomhed inden for infrastrukturelle sektorer som:
- Vejkonstruktion og -vedligeholdelse
- Sundheds- og dyrlægevæsen
- Vand og kloakering
- Genanvendelse og affaldshåndtering
- Passagertransport, herunder uddannelsesorganisationer
- Logistik
- Landbrug
- Lette kommercielle køretøjer og biler

Driftsselskabets primære produkter og tjenester indbefatter 1) serviceeftersyn på biler, herunder tvunget årligt bileftersyn, reparation og vedligeholdelse af biler og motorer, bilers registrerings- og forsikringsservice; 2) salg af biler med levering fra førende producenter fra Europa og SNG-landene, eksempelvis JCB, MAZ, Dorelectromash, Amkodor, GAZ, UAZ m.fl.; 3) salg af reservedele og ekstraudstyr til motorkøretøjer, tunge erhvervskøretøjer og andre specialiserede køretøjer (landbrugs- og entreprenørmateriel), samt andre reservedele og ekstraudstyr; 4) udlejning og leasing af forretningslokaler, herunder showrooms, kontorer, workshops og lagerplads.

I kraft af Selskabets høje kvalitetsstandarder inden for levering af serviceydelser såvel som dets interne organisationsstrukturer og arbejdsgange, har Selskabet modtaget både ISO 9001:2008 og ISO 9004:2000 certifikaterne.

B.4a Tendenser
Selvom landets økonomi i øjeblikket er i vækst med støtte fra statens ordninger samt investeringer fra EU, EBRD og private investorer i Moldovas infrastruktur-, landbrugs- og fremstillingssektor, er ratings fortsat hæmmet af lav forudsigelighed og fleksibilitet med hensyn til indtægter på grund af landets store langsigtede behov for finansiering af infrastruktur.

Som led i en ny strategi har Den Europæiske Bank for Genopbygning og Udvikling meddelt at den vil investere 300 millioner € i forbindelse med den fireårige strategi for Moldovas infrastrukturelle udvikling. Det forventes, at disse midler vil blive anvendt til gennemførelse af statslige infrastrukturprojekter, navnlig vedrørende bygning og genopbygning af Moldovas

hovedveje. I løbet af 2015, forventes borgmesterkontoret i Chisinau at lægge hovedstadens affaldsindsamling og -behandling ud i udbud, i hvilken forbindelse koncernen allerede har opfyldt de indledende kvalifikationskrav for deltagelse i dette udbud.

B.5 Koncernstruktur

Global Auto-Trade Group PLC er et 100 % holdingselskab. Dets driftsselskaber er Auto-Prezent Srl., som siden den 8. maj 2013 har været et helejet datterselskab under Global Auto-Trade Group PLC, samt Megatest Srl., som er et datterselskab 75 % eget af Auto-Prezent Srl.

Hvor Global Auto-Trade Group PLC er et rent holdingselskab, er datterselskaberne de førende på det moldoviske marked inden for import, levering, kontrol og service af specialkonstruktioner og landbrugsmaskiner, passagerkøretøjer samt erhvervstunge lastvogne og biler såvel som reservedele og ekstraudstyr.

Alle enheder af datterselskaberne er stiftet i Moldova, og har ligeledes domicil i Moldova.

Selskaber	Aktiviteter	Stiftelsesdato	Ejerandel
Auto-Prezent Srl, Megatest Srl.	Maskiner/ serviceydelser	27/03/2009	100%
	Kontrolservice	24/12/2003	75%

B.6 Større Aktionærer

Global Auto-Trade Group PLC udstedt i alt 4,057,446 aktier af € 0.10 pariværdi, bestående af 4,007,446 ordinære aktier og 50,000 præferenceaktier, hvor storaktionærer havde samme stemmeret som andre aktionærer for så vidt angår ordinære aktier. Med hensyn til præferenceaktier, der er tildelt 100 stemmer pr. aktie, har alle præferenceaktionærer samme stemmeret i deres klasse.

Ud over deres indirekte beholdninger gennem hovedaktionærerne - Reva Finance Ltd. (der har 1,733,333 ordinære aktier og 25,000 præferenceaktier) og Prime Assets Group Ltd. (der også har 1,733,333 ordinære aktier og 25,000 præferenceaktier) - har selskabets to direktører hver 83 ordinære aktier.

Gruppesekretæren Ludmila Popa (kone til Igor Popa) og Galina Popa (datter af Igor Popa), Gheorghe Popa og Larisa Popa (forældre til Popa), Ivan Lupu og Maria Lupu (svigerforældre til Popa) ejer hver 83 ordinære aktier - eller 664 ordinære aktier i alt. Svetlana Cebaseva (kone til Cebasev) og Tatiana Cebaseva ejer ligeledes hver 83 ordinære aktier.

Begge direktører hold hver indirekte gennem hovedaktionærerne, Reva Finance Ltd og Prime aktiver Group Ltd, 50.000 præferenceaktier, der giver 100 stemmer per aktie.

Således kontrollerer hr. Cebasev og hr. Popa, direkte eller indirekte, i alt 3.467.496 ordinære aktier, hvilket svarer til 86,80% af de udstedte 4.007.446 ordinære aktier og 100% af 50.000 udstedte præferenceaktier, som var i omløb på tidspunktet for dette prospekt. I alt kontrollerer begge direktører 94,13% af stemmerettighederne ud af 4.057.446 udstedte aktier i omløb.

B.7 Udvalgte historiske regnskabsoplysninger

Nedenstående udvalgte koncernregnskabs- og forretningsoplysninger om Global Auto-Trade Group PLC er ekstraheret fra selskabets ureviderede halvårsregnskab for regnskabsperioden 1. januar 2015 til 30. juni 2015 og fra de reviderede koncernregnskaber for årene 2012, 2013 og 2014.

Alle årsregnskaber er blevet udarbejdet i overensstemmelse med de Internationale Regnskabsstandarder (International Financial Reporting Standards "IFRS"), de angivne beløb er i euro.

Nedenstående årsregnskaber er ikke nødvendigvis en indikator ift. selskabets fremtidige finansielle tilstand og driftsresultater for ethvert andet tidsrum.

Se "Udvalgte finansielle informationer" for detaljerede informationer.

KONCERNENS ÅRSREGNSKABER

	2014	2013	2012
AKTIVER
anlægsaktiver	5.532.576	6.107.230	6.811.922
omsætningsaktiver	821.720	900.802	1.113.771
samlede aktiver	6.354.296	7.008.032	7.925.693
PASSIVER I ALT
samlet egenkapital	1.719.054	1.854.990	2.754.120

KONCERNENS SAMLEDE INDTÆGTER

	EURO	Urevideret	Urevideret
		30. juni 2015	31. december 2014
AKTIVER
anlægsaktiver	5.445.701	5.532.576
omsætningsaktiver	411.948	821.720
samlede aktiver	5.857.649	6.354.296
PASSIVER I ALT
samlet egenkapital	1.606.699	1.719.054
langfristede forpligtelser	3.263.666	3.698.483
kortfristede forpligtelser	987.284	936.759
samlede passiver	4.250.950	4.635.242
PASSIVER I ALT	5.857.649	6.354.296
	EURO	2014	2013
---	---	---	---
indtægter		2.603.356	2.580.763
vareforbrug		-1.934.472	-1.994.015
bruttoavance		668.884	586.748
drift (tab) / gevinst		-34.763	-207.014
(Tab) / resultat før skat		-507.098	-745.376
netto (tab) / årets resultat		-482.524	-730.807
Andre samlet udgift for året, der sluttede efter skat		-102.537	-177.327
(udgift) for regnskabsåret		-585.060	-908.134
	EURO	Urevideret	Urevideret
---	---	---	---
		30. juni 2015	30. juni 2014
indtægter		667.386	774,132
vareforbrug		-466.167	-573,678
bruttoavance		201.219	200,454
drift (tab) / gevinst		-72.987	-5,066
netto (tab) / årets resultat		-407.307	-312,201
øvrige udgifter i alt
for regnskabsåret efter skat		-294.952	81,843
samlet indkomst i alt / (udgift) for regnskabsåret		-702.259	-230,358

KONCERNENS SAMLEDE LIKVIDITET

	EURO	2014	2013	2012
netto pengestrømme fra forbindelse med drift		248.921	566.810	925.445
netto pengestrømme anvendt i forbindelse med investeringer		0	-44.635	-130.397
netto pengestrømme anvendt i forbindelse med finansiering		-222.347	-555.480	-768.837
likvider:
ved periodens slutning		48.450	21.876	55.181
	EURO	Urevideret	Urevideret
---	---	---	---
		30. juni 2015	30. juni 2014
Likviditet (anvendes i) /fra driften før arbejdskapital ændringer		-119.159	-286.466
netto pengestrømme fra / anvendt i forbindelse med drift		151.522	12,196
netto pengestrømme fra / anvendt i forbindelse med investeringer		-15.44	0
netto pengestrømme fra / anvendt i forbindelse med finansiering		-149.191	-20,903
likvider:
ved periodens slutning		36.219	13,171

I løbet af regnskabsåret 2012 registrerede virksomheden en signifikant stigning i salg og bruttofortjeneste i kraft af store licitationer, som blev vundet af virksomheden i løbet af 2011 og 2012. I løbet af regnskabsårene 2013 og 2014 var der ikke sammenlignelige projekter. Som følge heraf registrerede virksomheden et signifikant fald i salget i slutningen af disse perioder: Fortjenesten i 2012 blev på €4,3 millioner, faldt til €2,58 millioner i 2013 og steg en smule til €2,60 millioner i 2014. Indtil videre var fortjenesten på €667.386 i 2015.

Siden regnskabsperiodens slutning den 30. juni 2015 er der ikke sket nogen væsentlige ændringer i Koncernens finansielle eller handelsmæssige stilling med undtagelse af følgende: Selskabets ledelse har med succes genforhandlet handelsbetingelserne for de banklån, der blev givet af EximBank AO i lokal valuta, og som løber på en vejet, effektiv gennemsnitsrentesats på 13%. Den kortfristede del af lånet blev reduceret, og lånet blev omlagt til Euro, hvor den vejede, effektive gennemsnitsrentesats blev reduceret til cirka 5%.

B.8	Proformaregnskabsoplysninger	Ikke relevant eftersom dette dokument ikke indeholder proformaregnskabsoplysninger.
B.9	Resultatforventninger eller prognoser	Ikke relevant eftersom en sådan prognose ikke foretages.
B.10	Revisionspåtegning er med forbehold	For regnskabsårene 2012 og 2013, afgav revisoren for selskabet følgende påtegning med forbehold:
Revisionsrapport for regnskabsåret der afsluttedes den 31. december 2012:
"Begrundelser for forbehold"
[6] Selskabet fører ikke tilstrækkelige og hensigtsmæssige opgørelser til, at ledelsen er i stand til at identificere alle transaktioner med nærtstående parter i regnskabsåret, der sluttede den 31. december 2012 og balanceopgørelser pr. den 31. december 2012. Dette kan medføre ufuldstændige oplysninger om disse transaktioner med nærtstående parter i afsnittet Bemærkninger til regnskabet, som er påkrævet i henhold til de internationale regnskabsstandarder 24 "Oplysninger om nærtstående parter".
Forbehold
Med undtagelse af de eventuelle ændringer, der eventuelt havde været nødvendige i medfør af det i punkt [6] anførte, er det vores opfattelse, at vedlagte årsregnskab giver et sandfærdigt og retvisende billede af AUTO PREZENT S.R.L.s økonomiske situation pr. den 31. december 2012, samt at dens resultater og pengestrømme i regnskabsåret er bogført i overensstemmelse med de internationale regnskabsstandarder, som udstedt af IASB."
Revisionsberetning for den regnskabsperiode, der sluttede den 31. december 2013:
Grundlag for påtegningen
[6] Som beskrevet i note 16, blev værdiansættelsen af anlægsaktiverne foretaget af en uafhængig vurderingsmand, der imidlertid som grundlag kun anvender lejeindtægten ifølge en skrivebordsvurdering, hvilket ikke er i overensstemmelse med kravene i IAS 16 "Materielle anlægsaktiver" og IFRS 13 "Dagsværdimåling" for markedsbaserede beviser. Det var ikke praktisk muligt at udvide vores revisionshandlinger til at fastslå betydningen af denne afvigelse fra de internationale regnskabsstandarder, og dermed er vi ikke i stand til at kvantificere indvirkningen af denne afvigelse på de beløb, der er anført i regnskabet som ejendom og udstyr, afskrivninger, opskrivningshenlæggelser og overført resultat.
[7] Som beskrevet i note 17 blev værdiansættelsen af investeringsejendomme foretaget af en uafhængig vurderingsmand, der imidlertid som grundlag kun anvender lejeindtægten ifølge en skrivebordsvurdering, hvilket ikke er i overensstemmelse med kravene i IAS 40 "Investeringsejendomme" og IFRS 13 "Dagsværdimåling" for markedsbaserede beviser. Det var ikke praktisk muligt at udvide vores revisionshandlinger til at fastslå betydningen af denne afvigelse fra de internationale regnskabsstandarder, og dermed er vi ikke i stand til at kvantificere indvirkningen af denne afvigelse på de beløb, der er anført i regnskabet som ejendom og udstyr, afskrivninger, opskrivningshenlæggelser og overført resultat.
[8] For så vidt angår den opgørelse af koncernens varelager, der fremgår af opgørelsen af den finansielle stilling til en værdi af 634.843 euro, var det revisionsbevis, vi havde til

rådighed, begrænset, idet vi ikke så den fysiske lageroptælling pr. 31. december 2013. På grund af karakteren af selskabets registreringer var vi ude af stand til gennem andre revisionshandlinger at opnå tilstrækkeligt og egnet revisionsbevis om lagerbeholdningerne.

[9] Koncernen fører ikke tilstrækkeligt fyldestgørende optegnelser til, at ledelsen kan identificere segmentoplysninger for det regnskabsår, der sluttede den 31. december 2013, hvilket resulterer i, at der ikke i noterne til koncernregnskabet gives segmentoplysninger, som krævet i de internationale regnskabsstandarder pkt. 8 "Segmentoplysninger".

[10] Koncernen fører ikke tilstrækkeligt fyldestgørende optegnelser til, at ledelsen kan identificere alle transaktioner med nærtstående parter og mellemværender for det regnskabsår, der sluttede 31. december 2013, hvilket kan resultere i begrænset eller ingen beskrivelse af sådanne transaktioner med nærtstående parter eller mellemværender i noterne til koncernregnskaberne som krævet i de internationale regnskabsstandard pkt. 24 "Oplysninger om nærtstående parter".

Erklæring

Det er vores opfattelse, at bortset fra virkningen af sådanne justeringer, som kunne være blevet anset for nødvendige, hvis vi havde været i stand til at opnå revisionsmæssig overbevisning om de spørgsmål, der er rejst i pkt. [6], [7], [8], [9] og [10 afsnit] ovenfor, giver de medfølgende koncernregnskaber et i alle væsentlige henseender retvisende billede af koncernens finansielle stilling pr. 31. december 2013, dens økonomiske resultater og pengestrømmene for det afsluttede regnskabsår i overensstemmelse med de internationale regnskabsstandarder.

B.11 Arbejdskapital-erklæring

Den nuværende arbejdskapital er, efter Global Auto-Trade Group PLCs vurdering, tilstrækkelig til nu og 12 måneder frem.

AFSNIT C – VÆRDIPAPIRER

C.1	Type og klasse, ISIN-kode	Global Auto-Trade Group PLC udbyder ordinære aktier i Selskabets egenkapital. Global Auto-Trade Group PLC’s ISIN-kode er IM00BYY03G00.
C.2	Valuta	Aktierne er angivet i euro.
C.3	Antal aktier	På datoen for dette prospekt har selskabet indbetalt fuldt ud for de 4,007,446 ordinære aktier og 50,000 præferenceaktier, begge klasser af € 0.10 pariværdi, og de er udstedte og udestående. Der udstedes 1,666,667 nye ordinære aktier af € 0.10 pariværdi af Selskabet ved dette offentlige udbud.
C.4	Rettigheder	Rettighederne, der hører til aktierne, er beskrevet i memorandummet og paragrafferne, der ikke må ændres undtagen i medfør af en vedtaget beslutning vedtages eller en beslutning, der kræves vedtaget af aktionærerne med et flertal på mindst 75% af disse aktionærer, som har ret til at stemme personligt eller ved fuldmagt.
		Hver aktie giver fulde udbytterettigheder, der afhænger af den pågældende beslutning.
		Alle ordinære aktier, der er udstedt af virksomheden, har de samme tilhørende stemmerettigheder, dvs. en stemme per aktie for hver indehaver af de ordinære aktier. Hver præferenceaktie giver 100 stemmer for hver præferenceaktie til dens indehaver, hvilket gælder alle indehavere af præferenceaktierne.
		Der er ingen fortegningsrettigheder ift. udstedelsen af nye aktier under loven og ingen er indeholdt af GATG’s Articles of Association.
		Hver aktie giver aktionæren ret til en lige andel af udstederens fortjeneste og en lige andel af ethvert overskud i tilfælde af likvidation.
		Aktier betegnes ikke som aktier, der kan tilbagekøbes. Virksomheden må købe, tilbagekøbe eller på anden måde erhverve deres egne aktier til ethvert formål, så længe virksomheden fortsætter med at have mindst en aktionær på ethvert tidspunkt.
		Der er ingen konverteringsrettigheder tilknyttet til aktier.
C.5	Indskrænkninger aktiernes omsættelighed	Ikke relevant, eftersom der ingen restriktioner er.
C.6	Optagelse til handel på et reguleret marked, de regulerede markeders identitet	Ikke relevant, Selskabets værdipapirer ikke handles på et reguleret marked.
C.7	Udbyttepolitik	Siden stiftelsen har koncernen ikke udbetalt dividender til sine aktionærer.
		Selskabet har til hensigt at anvende sine likvide midler og eventuelle yderligere midler til driftsaktiviteter, og der er således ingen planer om udbetaling af dividender i den nære fremtid.
		Enhver indtægt Selskabet skaber i den nære fremtid forventes sat til side til driftsmæssig aktivitet, og bliver ikke uddelt førend Selskabet har en passende indtægt til uddeling. Udbytteerklæringen og betalingen af udbytte fra Selskabet og beløbet deraf vil være i overensstemmelse med, og i det omfang det er tilladt af, alle relevante love, og vil afhænge af Selskabets driftsresultater, dets økonomiske situation, behovet for likvide midler, fremtidsforventninger, indtægter til rådighed for uddeling og andre faktorer, der vurderes relevante på det pågældende tidspunkt.

AFSNIT D – RISICI

D.1 Risici forbundet med Selskabet

Risikofaktorerne angivet nedenfor er ikke anført i nogen prioriterende rækkefølge, hvad angår betydning eller sandsynlighed. Det er ikke muligt at sætte tal på betydningen for Global Auto-Trade Group PLC eller Tilbudsaktierne ved hver enkelt risikofaktor, da hver af risikofaktorerne anført nedenfor kan blive til virkelighed i større eller mindre grad og kan have uforudsete konsekvenser.

Risici forbundet med Selskabets vækstperspektiver, heriblandt kapitalinvesteringer og risici forbundet med markedsudviklingen.
Forsikringsrelaterede risici
Risici forbundet med Koncernens finansieringspolitik og de finansielle aktiviteters markedsrisici.
Inflation i Moldova, især med hensyn til lønudgifter, vil kunne øge Koncernens lokale valutaudgifter og reducere bruttoavancerne.
En forsinkelse af Republikken Moldovas økonomiske vækst eller retningsskift i visse politikker kan ugunstigt påvirke Koncernens forretninger, som resultat af driftsmæssige og finansielle forhold.
Politiske risici
De vækstmuligheder, som Global Auto-Trade Group PLC i øjeblikket overvejer eller vil overveje i fremtiden, bliver måske ikke som forventet i virkeligheden og kan derfor blive udsat for forskellige kendte eller ukendte risici.
Global Auto-Trade Group PLC er et holdingselskab uden sine egne driftsaktiviteter. Dets fortjenester og evne til at betale udbytte afhænger derfor af de udbytter, som distribueres af dets datterselskaber.
Selskabets aktivitet er underkastet konjunkturerne.
Risici vedrørende selskabets forretningsmæssige formål.
Likviditetsrisici
Risiko ved fremstilling af finansielle og regnskabsmæssige oplysninger.
Risici vedrørende Global Auto-Trade Group PLC Groups geografiske tilstedeværelse
Omkostningerne ved at lave forretninger er steget og kan stige i fremtiden, hvilket kan gøre det vanskeligere for Global Auto-Trade Group PLC at skabe en fortjeneste.
Risici vedrørende rentesatser
Risici vedrørende valutakurser
Ufordelagtige bevægelser i kurserne på udenlandsk valuta og genintroduktion af kontrol af udenlandsk valuta kan have en negativ indvirkning på Koncernens forretningsmæssige og driftsmæssige resultater.
Risici vedrørende tidligere og fremtidige erhvervelser.
Risici forbundet med en eventuel interessekonflikt.
Risici vedrørende ændringer i love eller forordninger.
Da Koncernen har hjemsted under lovgivningen på Isle of Man, kan det ikke udelukkes, at der som aktionær også kan opstå vanskeligheder ved at beskytte ens interesser.
Baseret på andre jurisdiktionsbetingede love kan man komme ud for vanskeligheder under behandlingsprocesser som håndhævelse af udenlandske retsafgørelser eller anlæggelse af søgsmål i Republikken Moldova eller Isle of Moldova mod Global Auto-Trade Group PLC, dets ledelse og dets direktører.
Fremtidige juridisk stridsmål kan have en negativ indvirkning på Global Auto-Trade Group PLC.
Det lokale retssystem er stadigvæk i gang med at udvikle en struktur, der kan støtte markedsøkonomien.
Global Auto-Trade Group PLC kan blive ugunstigt påvirket, hvis dets skattemæssige status ændrer sig, eller hvis de relevante skattemyndigheder udfordrer aspekter af Koncernens struktur.
Skattemæssige risici forbundet med specielle skatteordninger
Risici vedrørende retsforhold med de forbundne parter
Risici vedrørende Isle of Man.
Risici vedrørende erstatningskrav og sagsanlæg

D.3 Væsentlige risici, der er specifikke for de værdipapirer

Investering i Selskabets aktier indebærer en høj risiko. Følgende risikofaktorer, som koncernen anser som materielle, bør, sammen med de øvrige oplysninger anført i dette prospekt, overvejes grundigt, inden der foretages en beslutning om investering i de

udbudte aktier.

Global Auto-Trade Group PLC er ikke omfattet af EU-dækkende standarder for gennemsigtighed.
Koncernen kan muligvis ikke generere tilstrækkelig indtjening til at betale fremtidige udbytter.
Bevægelser i aktiekursen.
Global Auto-Trade Group PLC kan ændre dets udbyttebetalingspolitik
Aktiernes markedspris kan afvige fra den indre værdi pr. aktie
Investorer være villige til og i stand til at besidde aktierne på ubestemt tid.
Koncernens bestyrelse og direktion har et vidt skøn over brugen af nettoprovenuet af udbuddet, og vil muligvis ikke anvende nettoprovenuet effektivt eller på måder, som potentielle investorer er enige i.
Storaktionærer, hvis interesser kan afvige fra andre aktionærers interesser, kan have væsentlig indflydelse på Selskabet.

AFSNIT E – UDBUDDET

E.1 Provenu fra Udbuddet og skønnede omkostninger
Selskabet forventer at rejse 5,00.001.00 € gennem salget af 1,666,667 udbudte aktier. Udbudsomkostningerne til et beløb på 150.000 € er allerede dækket af selskabets egne midler og yderligere beløb på op til 742.500 € i udbudsomkostninger vil blive dækket fra bruttoprovenuet, således at det forventede nettoprovenu af udbuddet vil beløbe sig til i alt 4,317,501.00 €.
Udstederen vil ikke pålægge investoren gebyrer.

E.2a Baggrund for Udbuddet og anvendelse af provenu
Den rejste kapital vil blive anvendt til at skabe vækst i den eksisterende forretning, snarere end til at finansiere ny drift, der kan indebære større risici.
Selskabet påtænker en afbetaling af gælden på 2 millioner euro, og omkring (2,3 millioner) af nettoprovenuet planlægges anvendt til erhvervelse af yderligere aktiver, hvilket delvist er relateret til tiltaget om udvidelse.

E.3 Vilkår og betingelser for Udbuddet
Aktieemissionen berører Global Auto-Trade Group PLC’s 1.666.667 nye ordinære aktier, der udbydes til en tegningskurs på €3,00 pr. udbudt aktie. Værdipapirer vil blive udstedt Værdipapirerne vil blive udstedt efter accept af tegningsansøgningen og overførsel af kontant vederlag på det beløb de udbudte aktier tegnes for. Bestyrelsen er bemyndiget til at udstede udbudte aktier. Udbudsperioden er fra 15. december 2015 til 3. december 2016. For at tegne de udbudte aktier skal hver investor indsende en ansøgning om tegnelse (indeholdende en bindende forpligtelse til at betale det kontante vederlag for det antal af udbudte aktier, der ansøges om, investorens handelskontooplysninger for modtagelse af ikke-certificerede aktier og / eller leveringsadresse for certificerede aktier) til selskabet. Selskabet har ret til at acceptere, helt eller delvist, efter selskabets eget skøn, ethvert mindre beløb end det antal, som tilbudsgiveren har tegnet. Tegningstilbuddet bliver bindende for selskabet, straks efter accept af GATG. Ved modtagelse af et gyldigt gennemført tegningspapir og af betalingen af tegningsbeløbet, vil selskabet acceptere eller afvise tegninger inden for 10 arbejdsdage. Ved afvisning vil selskabet sørge for, at det respektive tegningsbeløb returneres inden for 3 arbejdsdage. Der er ingen lock-up periode for køberen. Midlertidige adkomstdokumenter udstedes ikke. ISIN-koden for ordinære aktier er IM00BYY03G00.

Aktierne kan udbydes til alle potentielle investorer. Der vil ikke blive foretaget klassificeringer alt efter investortype eller forskellige trancher i forbindelse med udbuddet. Der vil ikke forekomme favorisering af specifikke investortyper. Der er ikke mulighed for overallokering. Der er ingen forskel på den offentlige udbudspris og den reelle salgspris for medlemmer af bestyrelsen, direktion eller tilsynsorgan. Udbuddet kan tilbagekaldes og suspenderes betingelsesløst til enhver tid. Minimumsbeløbet er 1 tilbud andel og det maksimale beløb er 1,666,667 tilbyder aktier. Udbuddet koordineres af Selskabet.

Udbudsperioden starter	15. december 2015
Udbudsperioden slutter	3. december 2016
Offentliggørelse af resultatet af udbuddet på eller omkring	10. december 2016

E.4 Interesseforhold
Der er ingen interessekonflikter imellem bestyrelsen, direktion og tilsynsorganet, bortset fra følgende: De administrerende direktører, Cebasev og Popa, er indirekte, igennem Reva Finance Ltd. og Prime Assets Group Ltd., ligeledes storaktionærer i Selskabet.

Hr. Cebasev og hr. Popa vil også efter, at alle udbudte aktier er afsat, indirekte (gennem Reva Finance Ltd. og Prime Assets Group Ltd.) besidde den absolutte majoritet af selskabets aktiekapital og stemmerettigheder og vil dermed være i stand til, uanset andre aktionærers stemmeadfærd, at øve betydelig indflydelse på generalforsamlinger og dermed på beslutninger vedrørende foranstaltninger, der forelægges til afstemning på generalforsamlinger (herunder valg af bestyrelsen og godkendelse af vigtige kapitalforanstaltninger).

Hr. Cebasevs og hr. Popas interesser som storaktionærer kan komme i konflikt med deres pligter som administrerende direktører om at handle i Selskabets og/eller andre aktionærers interesse.

Yderligere interessekonflikter er ikke kendt til virksomheden.

E.5	Person eller enhed tilbyder at sælge sikkerhed, lock-up aftaler	Enheden der udbyder aktierne, er Global Auto-Trade Group PLC. Der er ingen lock-up aftaler.
E.6	Udvanding	På datoen for dette prospekt var der 4.057.446 aktier udstedt og i omløb i aktiekapitalen for Global Auto-Trade Group PLC. Virksomheden har til hensigt at udstede 1.666.667 nye ordinære aktier. Idet der antages en købspris pr. aktie på €3,00, at alle 1.666.667 nye aktier sælges, samt at de resterende omkostninger ved aktieemissionen vil blive dækket fra indtægten, så vil nettoprovenuet, som virksomheden opnår, være på € 4.317.501,00.
		Hvis virksomheden havde opnået dette beløb på datoen for prospektet, ville dagsværdien af aktionærernes egenkapital på dette tidspunkt have været €16.489.839 for de daværende i alt 5.724.113 aktier, hvilket svarer til en værdi på €2,88 pr. aktie.
		Under de ovennævnte antagelser, vil den fulde implementering af aktieemissionen derfor medføre et øjeblikkeligt nominelt tab på €0,12 / 3,97% ved udvanding for både eksisterende aktionærer og købere af aktieemissionens aktier, hvilket udelukkende er betinget af den planlagte udbudte aktiepris.
E.7	Anslåede omkostninger, som investor pålægges af Selskabet	Ikke relevant. Selskabet opkræver ikke gebyrer af investorerne. Depotbanken vil opkræve det sædvanlige værdipapirgebyr for aktiekøbet.

ZUSAMMENFASSUNG DES PROSPEKTES

Zusammenfassungen setzen sich aus einzelnen Offenlegungspflichten zusammen, die „Elemente“ genannt werden. Diese Elemente sind durchnummeriert und in Abschnitte A - E eingeteilt (A.1 - E.7).

Diese Zusammenfassung enthält alle Elemente, die in einer Zusammenfassung für diesen Typ von Wertpapier und Emittent erforderlich sind. Da einige Elemente nicht genannt werden müssen, können Lücken in der Nummerierung auftreten.

Es kann sein, dass trotz der Tatsache, dass ein Element für diesen Typ von Wertpapier und Emittent erforderlich ist, keine relevante Information in Bezug auf dieses Element genannt werden kann. In diesem Fall erfolgt eine kurze Beschreibung des Elements mit der Angabe „entfällt“.

ABSCHNITT A – EINLEITUNG UND WARNHINWEIS

A.1 Warnhinweis

Folgende Zusammenfassung ist als Einleitung zum Wertpapierprospekt („Prospekt“) zu verstehen. Andere Abschnitte des Prospektes enthalten bedeutend detailiertere Informationen, demzufolge:

(a) Sollte diese Zusammenfassung als Prospekteinleitung verstanden werden,
(b) Sollte sich der Anleger bei jeder Entscheidung, in die Wertpapiere zu investieren, auf den Prospekt als Ganzen stützen,
(c) Sollte ein Anleger, der wegen der in dem vorliegenden Prospekt enthaltenen Angaben Klage einreichen wollen, nach den nationalen Rechtsvorschriften seines Mitgliedstaats möglicherweise für die Übersetzung des Prospekts aufkommen muss, bevor das Verfahren eingeleitet werden kann, und
(d) Zivilrechtlich nur diejenigen Personen haften, die die Zusammenfassung samt etwaiger Übersetzungen vorgelegt und übermittelt haben, und dies auch nur für den Fall, dass die Zusammenfassung verglichen mit den anderen Teilen des Prospekts irreführend, unrichtig oder inkohärent ist oder verglichen mit den anderen Teilen des Prospekts wesentliche Angaben, die in Bezug auf Anlagen in die betreffenden Wertpapiere für die Anleger eine Entscheidungshilfe darstellen, vermissen lassen.

A.2 Verwendung des Prospekts für die spätere Weiterveräußerung oder endgültige Platzierung von Wertpapieren durch Finanzintermediäre

Entfällt. Die Emittentin stimmt der Verwendung des Prospekts für die spätere Weiterveräußerung oder endgültige Platzierung von Wertpapieren durch Finanzintermediäre nicht zu.

ABSCHNITT B – EMITTENTIN

B.1 Juristischer und kommerzieller Name der Emittentin
Der juristische und kommerzielle Name der Emittentin ist Global Auto-Trade Group PLC.

B.2 Sitz und Rechtsform der Emittentin, das für die Emittentin geltende Recht und Land der Gründung der Gesellschaft
Die Global Auto-Trade Group PLC ist eine Aktiengesellschaft, die unter der Registernummer 007294V am 12. August 2011 auf der Isle of Man gegründet wurde und deren eingetragener Firmensitz sich in Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, befindet. Die geltende gesetzliche Grundlage ist der Isle of Man Companies Act 2006.

B.3 Haupttätigkeiten der Emittentin, die Hauptprodukt- und/oder- dienstleistungskategorie sowie die Hauptmärkte, auf denen die Emittentin vertreten ist
Weder die Gründungsurkunde noch die Satzung der Gesellschaft geben eine gesetzliche Definition des Geschäftszwecks an; gemäß geltendem Isle of Man Companies Act 2006 ist das Unternehmen nicht verpflichtet, eine solche Bestimmung vorzunehmen. Es obliegt den Geschäftsführern, gegebenenfalls den entsprechenden Zweck und die Ziele des Unternehmens in einer Weise zu bestimmen, die geltendem Recht und der Satzung der Gesellschaft entsprechen.

Die Global Auto-Trade Group PLC ist eine reine Holdinggesellschaft mit 100%igem Anteilsbesitz an ihrer Betriebsgesellschaft, Auto-Prezent Srl. mit einem Handels- und Dienstleistungszentrum, unter anderem über ihre 75%ige Tochtergesellschaft Megatest Srl. und ein Einzelhändlernetz von 9 Filialen in der gesamten Republik Moldau. Auto-Prezent Srl. ist das einzige Unternehmen am moldauischen Markt, das Komplettdienstleistungen von der Lieferung, Prüfung und Wartung von Spezialfahrzeugen, landwirtschaftlichen Fahrzeugen, Personen- und Lastkraftwagen, Automobilteilen und Zubehör bis hin zur Modifizierung und CKD-Montage von Spezialmaschinen anbietet. Mit einem ungefähren Marktanteil von 25% im Jahre 2011 ist die Global Auto-Trade Group PLC einer der Marktführer im moldauischen Automobilsektor.

Kernmärkte des Unternehmens sind öffentliche und private moldauische Organisationen, die hauptsächlich in netzbasierten Bereichen tätigt sind, wie z.B.:
- Straßenbau und -instandhaltung;
- Medizinische und tiermedizinische Versorgung;
- Wasser und Abwasser;
- Recycling, Müllentsorgung und -aufbereitung;
- Personenbeförderung, einschließlich Bildungseinrichtungen;
- Logistik;
- Landwirtschaft;
- Leichte Nutzfahrzeuge und -wagen.

Die wichtigsten Produkte und Dienstleistungen der Betriebsgesellschaft umfassen (i) Fahrzeugwartung, einschließlich Straßenzulassung (Prüfung), Reparatur und Wartung von Fahrzeugen und Maschinen, Zulassung von Kraftfahrzeugen und Versicherungsdienstleistungen; (ii) Fahrzeugvertrieb durch Lieferung von Maschinen von führenden Herstellern aus der GUS und Europa wie etwa JCB, MAZ, Dorelectromash, Amkodor, GAZ, UAZ und anderen; (iii) Vertrieb von Ersatzteilen und Zubehör für Kraftfahrzeuge, Lastkraftwagen und andere Spezialfahrzeuge (land- und bauwirtschaftliche Geräte), neben anderen Ersatzteilen und Zubehör; (iv) Vermietung und Verpachtung von Gewerbeflächen wie Verkaufsräumen, Büros, Werkstätten und Lagerflächen.

Als Ausdruck seiner hohen Qualitätsstandards bei der Erbringung von Dienstleistungen sowie für seine internen organisatorischen Strukturen und Verfahren konnte das Unternehmen sowohl die Zertifizierung nach ISO 9001:2008 als auch die Zertifizierung nach ISO 9004:2000 erzielen.

B.4a Wichtigste Trends in jüngster Zeit
Obwohl die Wirtschaft des Landes aktuell mit Unterstützung durch staatliche Programme und Investitionen durch die EU, die EBWE und private Anleger in die moldauische Infrastruktur, Landwirtschaft und Industrie wächst, bleibt die Einstufung aufgrund geringer Vorhersehbarkeit und Flexibilität von Erträgen durch einen hohen, langfristigen Bedarf des Landes an Finanzierung von Infrastruktur beschränkt.

Als Teil einer neuen Strategie hat die Europäische Bank für Wiederaufbau und Entwicklung angekündigt, im Rahmen der vierjährigen Infrastrukturentwicklungsstrategie für Moldawien € 300 Millionen zu investieren. Es wird erwartet, dass diese Mittel für die Umsetzung von

staatlichen Infrastrukturprojekten eingesetzt werden. Diese betreffen hauptsächlich Neubau und Erneuerung moldauischer Hauptverkehrsstraßen. Im Lauf des Jahres 2015 soll die Stadtverwaltung von Kischinau eine Ausschreibung für die Abfalleinsammlung und –entsorgung der Hauptstadt herausgeben, wobei der Konzern bereits die Anforderungen zur Eingangsqualifikation für die Teilnahme an der Ausschreibung erfüllt.

B.5 Gruppenstruktur
Die Global Auto-Trade Group PLC ist eine 100%ige Holdinggesellschaft. Ihre Betriebsgesellschaften sind Auto-Prezent Srl., seit dem 08. Mai 2008 eine 100%ige Tochtergesellschaft der Global Auto-Trade Group PLC, sowie Megatest Srl., eine 75%ige Tochtergesellschaft von Auto-Prezent Srl. Während die Global Auto-Trade Group PLC eine reine Holdinggesellschaft ist, nehmen die Tochtergesellschaften bei Import, Lieferung, Prüfung und Wartung von Spezialfahrzeugen und landwirtschaftlichen Maschinen, Personen- und Lastkraftwagen und -fahrzeugen sowie bei Ersatzteilen und Zubehör den Spitzenplatz auf dem moldauischen Markt ein. Alle Tochtergesellschaften sind in Moldawien eingetragen und haben ihren Firmensitz in Moldawien.

Unternehmen	Tätigkeiten	Gründungsdatum	Anteilbesitz
Auto-Prezent Srl.	Maschinen / Handelsdienstleistungen	27. März 2009	100%
Megatest Srl.	Prüfdienstleistungen	24. Dezember 2003	75%

B.6 Meldepflichtige Aktionäre, Beherrschungsverhältnisse
Die Global Auto-Trade Group PLC hat insgesamt 4.057.446 Anteile von € 0,10 Nennwert ausgegeben, darunter 4.007.446 Stammaktien und 50.000 Vorzugsaktien, wobei Mehrheitsaktionäre bei Stammaktien die gleichen Stimmrechte haben wie die restlichen Inhaber von Stammaktien. Bei Vorzugsaktien, die pro Anteil 100 Stimmen gewähren, haben alle Vorzugsaktionäre die gleichen Stimmrechte innerhalb ihrer Klasse.

Beide Geschäftsführer des Unternehmens halten jeweils, zusätzlich zu ihren indirekten Beteiligungen durch Mehrheitsaktionäre, die Reva Finance Ltd. (mit 1.733.333 Stammaktien und 25.000 Vorzugsaktien) und die Prime Assets Group Ltd. (mit ebenfalls 1.733.333 Stammaktien und 25.000 Vorzugsaktien) einzeln je 83 Stammaktien.

Die Company Secretary, Frau Ludmila Popa, Ehefrau von Herrn Igor Popa sowie Frau Galina Popa, Herrn Igor Popas Tochter, Herr Gheorghe Popa und Frau Larisa Popa, Herrn Popas Eltern, Herr Ivan Lupu und Frau Maria Lupu, Herrn Popas Schwiegereltern, halten jeweils 83 Stammaktien bzw. insgesamt 664 Stammaktien. Frau Svetlana Cebaseva, Herrn Cebasevs Ehefrau, und Frau Tatiana Cebaseva, Herrn Cebasevs Tochter, halten ebenfalls jeweils 83 Stammaktien.

Beide Geschäftsführer halten indirekt durch Mehrheitsaktionäre, Reva Finance Ltd und Prime Assets Group Ltd, jeweils 50.000 Vorzugsaktien, die 100 Stimmen je Aktie gewähren.

Demzufolge kontrollieren Herr Cebasev und Herr Popa direkt oder indirekt insgesamt 3.467.496 Stammaktien, entsprechend 86,80% an den 4.007.446 Stammaktien und 100% der zum Zeitpunkt der Erstellung dieses Prospekts ausgegebenen und ausstehenden 50.000 Vorzugsaktien. Insgesamt halten die beiden Geschäftsführer 94,13% der Stimmrechte aus 4.057.446 ausgegebenen und ausstehenden Anteilen.

B.7 Ausgewählte wesentliche historische Finanzinformationen
Die folgenden, ausgewählten konsolidierten Finanzdaten und Geschäftsinformationen für die Global Auto-Trade Group PLC wurden den ungeprüften Zwischenabschlüssen des Unternehmens für den Geschäftszeitraum vom 1. Januar 2015 bis 30. Juni 2015 sowie den geprüften Konzernabschlüssen der Jahre 2012, 2013 und 2014 entnommen.

Alle Abschlüsse wurden gemäß den International Financial Reporting Standards ("IFRS") erstellt, die Beträge sind in Euro angegeben.

Die folgenden, ausgewählten Finanzdaten sind nicht notwendigerweise ein Hinweis auf die künftige Finanz- und Ertragslage des Unternehmens für andere Zeiträume.

Detaillierte Informationen finden Sie im Abschnitt "Ausgewählte Finanzinformationen".

KONZERNBILANZ

	2014	2013	2012
AKTIVA
Vermögenswerte	5.532.576	6.107.230	6.811.922
Umlaufvermögen	821.720	900.802	1.113.771
Summe Aktiva	6.354.296	7.008.032	7.925.693
PASSIVA
Summe Eigenkapital	1.719.054	1.854.989	2.754.120
langfristige Verbindlichkeiten	3.698.483	4.404.546	4.567.379

Kurzfristige Verbindlichkeiten
Gesamtverbindlichkeiten
Summe Passiva

	936.759	748.497	604.194
	4.635.242	5.153.043	5.171.573
	6.354.296	7.008.032	7.925.693

AKTIVA

Vermögenswerte	5.445.701	5.532.576
Umlaufvermögen	411.948	821.720
Summe Aktiva	5.857.649	6.354.296

PASSIVA

Summe Eigenkapital	1.606.699	1.719.054
langfristige Verbindlichkeiten	3.263.666	3.698.483
kurzfristige Verbindlichkeiten	987.284	936.759
Gesamtverbindlichkeiten	4.250.950	4.635.242
Summe Passiva	5.857.649	6.354.296

KONZERN-GEWINN- UND VERLUSTRECHNUNG

	EURO	2014	2013	2012
Umsatz		2.603.356	2.580.763	4.277.953
Umsatzkosten		-1.934.472	-1.994.015	-3.005.648
Rohertrag		668.884	586.748	1.272.305
Betriebs(verlust) / -gewinn		-34.763	-207.014	1.819.930
(Verlust) / Gewinn vor Steuern		-507.098	-745.376	1.098.538
Jahresfehlbetrag /Nettogewinn für das abgelaufene Jahr		-482.523	-730.807	946.138
Sonstiges Ergebnis für das abgelaufene Jahr nach Steuern		-102.537	-177.327	2.965.674
Gesamtergebnis / (Kosten) für das abgelaufene Jahr		-585.060	-908.134	3.911.812
	EURO	30. Juni 2015	30. Juni 2014
---	---	---	---
		Ungeprüft	Ungeprüft
Umsatz		667.386	774.132
Umsatzkosten		-466.167	-573.678
Rohertrag		201.219	200.454
Betriebs(verlust) / -gewinn		-72.987	-5.066
Fehlbetrag für den Zeitraum		-407.307	-312.201
Sonstiges Ergebnis für den Zeitraum		-294.952	81.843
Gesamtergebnis für den Zeitraum		-702.259	-230.358

KONZERN-GELDFLUSSRECHNUNG

	EURO	2014	2013	2012
Netto-Mittelfluss aus Geschäftstätigkeit		248.921	566.810	925.445
Netto-Mittelabfluss für Investitionstätigkeit		0	-44.635	-130.397
Netto-Mittelabfluss für Finanzierungstätigkeit		-222.347	-555.480	-768.837
Zahlungsmittel und Zahlungsmitteläquivalente:
am Ende der Berichtsperiode		48.450	21.876	55.181
	EURO	30. Juni 2015	30. Juni 2014
---	---	---	---
		Ungeprüft	Ungeprüft
Mittelfluss (Abfluss)/Zufluss aus Betriebstätigkeit vor Veränderung Betriebskapital		-119.159	-286.466
Netto-Mittelzufluss/ (-abfluss) aus Betriebstätigkeit		151.522	12.196
Netto-Mittelabfluss für Investitionstätigkeit		-15.440	0
Netto-Mittelabfluss/ -zufluss aus Finanzierungstätigkeit		-149.191	-20.903
Zahlungsmittel und Zahlungsmitteläquivalente:
am Ende der Berichtsperiode		36.219	13.171

Während des Finanzjahres 2012 verzeichnete das Unternehmen aufgrund mehrerer Großaufträge, die das Unternehmen bei Ausschreibungen in den Jahren 2011 und 2012 gewann, einen erheblichen Anstieg von Umsatz und Bruttogewinnmarge. In den Finanzjahren 2013 und 2014 gab es keine vergleichbaren Projekte. Daher verzeichnete das Unternehmen am Ende dieser Zeiträume eine erhebliche Verringerung des Umsatzes: die Einkünfte des Jahres 2012 beliefen sich auf € 4,3 Millionen, fielen 2013 auf € 2,58 Millionen und erhöhten sich 2014 wieder geringfügig auf € 2,60 Millionen. Im Teilzeitraum 2015 beliefen sich die Einkünfte auf € 667.386.

Nach Ablauf der am 30. Juni 2015 beendeten Rechnungsperiode sind keine bedeutenden Änderungen in der Finanz- oder Handelsposition des Konzerns aufgetreten, mit folgender Ausnahme: Die Unternehmensleitung hat die Bedingungen der von der EximBank AO in Landeswährung und mit einem gewichteten durchschnittlichen Effektivzinssatz von 13% bereitgestellten Bankkredite erfolgreich neu verhandelt. Der kurzfristige Anteil des Kredits wurde verringert und der Kredit in Euro umgewandelt, wobei der gewichtete durchschnittliche Effektivzinssatz auf etwa 5% herabgesetzt wurde.

B.8	Ausgewählte wesentliche Pro-forma-Finanzinformationen	Entfällt, da dieses Dokument keine Pro forma-Finanzinformationen enthält.
B.9	Gewinnprognosen oder -schätzungen	Entfällt, da keine Gewinnprognose oder -schätzung vorgenommen wird.
B.10	Beschränkungen im Bestätigungsvermerk zu den historischen Finanzinformationen	Für die am 31. Dezember 2012 bzw. 2013 abgelaufenen Finanzjahre schränkte der Prüfer des Unternehmens seinen Prüfbericht wie folgt ein:
Prüfbericht für das am 31. Dezember 2012 abgelaufene Finanzjahr:
“Grundlage für den Prüfervorbehalt
[6] Das Unternehmen führt keine ausreichenden und angemessenen Aufzeichnungen, die es der Geschäftsleitung erlauben, alle wesentlichen Geschäfte mit nahestehenden Unternehmen oder Personen für das am 31. Dezember 2012 abgelaufene Jahr und die Bilanzen zum 31. Dezember 2012 zu identifizieren. Dies kann im Anhang zu einer unvollständigen Offenlegung solcher Geschäfte mit nahestehenden Unternehmen und Personen führen, wie es der International Accounting Standard 24 „Angaben über Beziehungen zu nahestehenden Unternehmen und Personen“ verlangt.
Wirtschaftsprüfervorbehalt
Unserer Ansicht nach gibt der beigefügte Jahresabschluss, mit Ausnahme der Auswirkungen eventueller Anpassungen, die möglicherweise für erforderlich gehalten worden wären, wären wir in der Lage gewesen, uns von den in der Grundlage für den Prüfervorbehalt Absatz [6] dargelegten Punkten selbst zu überzeugen, ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens- und Finanzlage von AUTO PREZENT SRL zum 31. Dezember 2012 sowie seiner Geschäftsergebnisse und Kapitalflüsse für das zu diesem Zeitpunkt endende Jahr gemäß den vom IASB herausgegebenen International Reporting Standards wieder.“
Prüfbericht für die am 31. Dezember 2013 beendete Rechnungsperiode:
Grundlage für den Prüfervorbehalt
[6] Wie in Anmerkung 16 beschrieben, wurde die Bewertung der Immobilie, des Werks und der Anlagen von einem unabhängigen Schätzer lediglich mittels der Mieterträge am Schreibtisch vorgenommen, was nicht den Anforderungen des IAS 16 „Sachanlagen“ und des IFRS 13 „Bemessung des beizulegenden Zeitwerts“ für marktbasierte Anhaltspunkte entspricht. Es war nicht umsetzbar, unsere Prüfverfahren so auszuweiten, dass man die Auswirkungen dieser Abweichung von den International Financial Reporting Standards bestimmen konnte. Daher sind wir nicht in der Lage, die Auswirkungen dieser Abweichung auf die in den Abschlüssen als Sachanlagen, Abschreibungsaufwand, Neubewertungsrücklage und Gewinnrücklage angegebenen Beträge zu quantifizieren.
[7] Wie in Anmerkung 17 beschrieben, wurde die Bewertung der Investitionen von einem unabhängigen Schätzer lediglich mittels der Mieterträge am Schreibtisch vorgenommen, was nicht den Anforderungen des IAS 40 „Als Finanzinvestitionen gehaltene Immobilien“ und des IFRS 13 „Bemessung des beizulegenden Zeitwerts“ für marktbasierte Anhaltspunkte

entspricht. Es war nicht umsetzbar, unsere Prüfverfahren so auszuweiten, dass man die Auswirkungen dieser Abweichung von den International Financial Reporting Standards bestimmen konnte. Daher sind wir nicht in der Lage, die Auswirkungen dieser Abweichung auf die in den Abschlüssen als Sachanlagen, Abschreibungsaufwand, Neubewertungsrücklage und Gewinnrücklage angegebenen Beträge zu quantifizieren.

[8] Hinsichtlich des Konzernbestandes, der im Konzernabschluss mit einem Wert von Euro 634.843 aufgeführt ist, waren die uns zur Verfügung stehenden Prüfungsnachweise beschränkt, da wir die Inventurzählung am 31. Dezember 2013 nicht überwachten. Aufgrund der Natur der Aufzeichnungen des Unternehmens waren wir nicht in der Lage, ausreichende und angemessene Prüfungsnachweise hinsichtlich der Bestandsmengen durch andere Prüfverfahren zu erlangen.

[9] Der Konzern führt keine ausreichenden, angemessenen Aufzeichnungen, die es der Geschäftsleitung erlauben, Segmentdaten für das am 31. Dezember 2013 abgelaufene Jahr zu bestimmen. Daher gab es keine Offenlegung von Segmentdaten, wie es der International Financial Reporting Standard 8 „Geschäftssegmente“ in den Anmerkungen zum Konzernabschluss verlangt.

[10] Der Konzern führt keine ausreichenden und angemessenen Aufzeichnungen, die es der Geschäftsleitung erlauben, alle Geschäfte mit nahestehenden Unternehmen oder Personen und Bilanzen für das am 31. Dezember 2013 abgelaufene Jahr zu identifizieren. Dies kann dazu führen, dass nur eine beschränkte oder gar keine Offenlegung solcher Geschäfte mit nahestehenden Unternehmen oder Personen oder Bilanzen in den Anmerkungen zum Konzernabschluss, wie es der International Accounting Standard 24 „Angaben über Beziehungen zu nahe stehenden Unternehmen und Personen“ verlangt, erfolgt.

Abschlussbericht

Unserer Ansicht nach gibt der beigefügte Konzernabschluss, mit Ausnahme der Auswirkungen eventueller Anpassungen, die möglicherweise für erforderlich gehalten worden wären, wären wir in der Lage gewesen, uns von den in den Absätzen [6], [7], [8], [9] und [10] dargelegten Punkten selbst zu überzeugen, ein im Wesentlichen den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens- und Finanzlage des Konzerns zum 31. Dezember 2013 sowie seiner Geschäftsergebnisse und Kapitalflüsse für das zu diesem Zeitpunkt endende Jahr gemäß den vom IASB herausgegebenen International Reporting Standards wieder.

B.11 Erklärung zum Geschäftskapital

Nach Ansicht der Global Auto-Trade Group PLC reicht das Geschäftskapital der Emittentin aus, um die bestehenden Anforderungen sowie die in den nächsten 12 Monaten fällig werdenden Verbindlichkeiten zu erfüllen. Ist ihr gegenwärtiges kurzfristiges Betriebskapital für die aktuellen Anforderungen und für die kommenden 12 Monate ausreichend.

ABSCHNITT C – WERTPAPIERE

C.1	Art und Gattung der angebotenen Wertpapiere einschließlich Wertpapierkennung	Die Global Auto-Trade Group PLC bietet Stammaktien am Eigenkapital des Unternehmens an. Die ISIN-Nummer. der Global Auto-Trade Group PLC ist IM00BYY03G00.
C.2	Währung der Wertpapieremission	Die Aktien lauten auf EUR.
C.3	Zahl der ausgegebenen und eingezahlten Aktien	Zum Zeitpunkt der Erstellung dieses Prospekts hat das Unternehmen voll einbezahlte 4.007.446 Stammaktien und 50.000 Vorzugsaktien mit Nennwert von € 0,10 in beiden Gattungen ausgegeben und ausstehend. Im Verlauf des öffentlichen Angebots sind 1.666.667 neue Stammaktien mit € 0,10 Nennwert vom Unternehmen auszugeben.
C.4	Mit den Wertpapieren verbundene Rechte	Die mit den Wertpapieren verbundenen Rechte sind in der Gründungsurkunde und der Satzung festgelegt, die nicht geändert werden dürfen, es sei denn durch einen Beschluss, der von den Anteilseignern mit einer Mehrheit von mindestens 75% der Anteilseigner, die bei Berechtigung persönlich oder durch einen Stellvertreter dafür stimmen, verabschiedet wird oder verabschiedet werden muss.
		Jeder Anteil gewährt volle Dividendenansprüche je nach entsprechendem Beschluss.
		Alle vom Unternehmen ausgegebenen Stammaktien gewähren die gleichen Stimmrechte, eine Stimme pro einem Anteil für jeden Inhaber von Stammaktien. Jede Vorzugsaktie gewährt dem Inhaber 100 Stimmen pro Vorzugsaktie, dies gilt für jeden Inhaber der Vorzugsaktien.
		Es besteht laut Gesetz kein Bezugsrecht hinsichtlich der Ausgabe neuer Aktien und es ist auch keines in der Satzung der GATG enthalten.
		Jeder Anteil gewährt dem Inhaber das Recht auf einen gleichen Anteil am Gewinn des Emittenten sowie einen gleichen Anteil am Erlös im Fall einer Liquidation.
		Anteile sind nicht ausdrücklich als rückzahlbar bezeichnet. Das Unternehmen kann seine eigenen Aktien gegen eine Vergütung kaufen, rückzahlen oder anderweitig erwerben, vorausgesetzt, das Unternehmen hat jederzeit mindestens einen Anteilseigner.
		Mit den Anteilen sind keine Wandlungsrechte verbunden.
C.5	Beschränkungen für die freie Übertragbarkeit der Wertpapiere	Entfällt, da es keine Beschränkung gibt.
C.6	Zulassung zum Handel an einem geregelten Markt, Nennung aller relevanten geregelten Märkte	Entfällt, da die Wertpapiere des Unternehmens nicht auf einem geregelten Markt gehandelt werden.
C.7	Dividendenpolitik	Seit seiner Gründung hat der Konzern keine Dividenden an seine Anteilseigner ausgeschüttet.
		Das Unternehmen beabsichtigt, seine Barmittel und eventuelle weitere Mittel für seine Betriebstätigkeit als solche einzusetzen, so dass nicht geplant ist, in naher Zukunft Dividenden zu zahlen.
		Alle Erträge in der nahen Zukunft sollen zur Verwendung für die Geschäftstätigkeit zurückbehalten und nicht ausgeschüttet werden, bis das Unternehmen ein angemessenes Niveau an ausschüttungsfähigen Gewinnen erreicht hat. Die Festsetzung und Auszahlung einer Dividende durch das Unternehmen und deren Betrag erfolgen nach den geltenden Rechtsvorschriften und soweit diese sie zulassen und hängen vom Ergebnis der betrieblichen Tätigkeit des Unternehmens, seiner finanziellen Lage, dem Geldbedarf, den Aussichten, den zur Ausschüttung verfügbaren Gewinnen und anderen Faktoren, die gegebenenfalls als relevant angesehen werden, ab.

ABSCHNITT D - RISIKEN

D.1 Zentralen Risiken, die der Emittentin oder seiner Branche eigen sind

Die nachfolgend aufgeführten Risikofaktoren sind nicht in einer Rangfolge hinsichtlich Bedeutung oder Wahrscheinlichkeit angeordnet. Es ist nicht möglich, die Bedeutung jedes einzelnen Risikofaktors für die Global Auto-Trade Group PLC oder die Angebotsaktien zu quantifizieren, da jeder der nachfolgend aufgeführten Risikofaktoren in größerem oder geringerem Umfang auftreten und unvorhersehbare Konsequenzen nach sich ziehen könnte.

Risiken in Verbindung mit den Wachstumsaussichten des Unternehmens, einschließlich Kapitalanlage- und Marktentwicklungsrisiken
Versicherungstechnische Risiken
Risiken in Verbindung mit der Finanzierungspolitik des Konzerns und Finanzmarktrisiken.
Die Inflation in Moldawien, insbesondere bei den Lohnkosten, könnte die Lokalwährungskosten des Konzerns erhöhen und die Gewinnmarge senken.
Eine Verlangsamung des Wirtschaftswachstums der Republik Moldau oder die Umkehr bestimmter Konzepte könnten das Geschäft, die Erträge und die finanzielle Lage des Konzerns negativ beeinflussen.
Politische Risiken
Wachstumschancen, mit denen die Global Auto-Trade Group PLC derzeit oder in Zukunft eventuell rechnet, könnten, wenn überhaupt, nicht wie erwartet eintreten und daher einer Reihe bekannter und unbekannter Risiken ausgesetzt sein.
Die Global Auto-Trade Group PLC ist eine Holdinggesellschaft ohne eigene Betriebstätigkeit. Ihre Gewinne und die Fähigkeit, Dividenden zu zahlen, hängen daher von den von ihren Tochtergesellschaften ausgeschütteten Dividenden ab.
Die Tätigkeit des Unternehmens unterliegt Konjunkturzyklen.
Risiken in Verbindung mit dem Geschäftszweck des Unternehmens.
Liquiditätsrisiken
Risiken bei der Erstellung von Finanz- und Buchhaltungsdaten.
Risiken in Verbindung mit der geografischen Präsenz des Konzerns Global Auto-Trade Group PLC
Die Geschäftskosten sind gestiegen und könnten auch in Zukunft steigen, wodurch es der Global Auto-Trade Group PLC erschwert werden könnte, einen Gewinn zu erzielen.
Zinsrisiken
Wechselkursrisiken
Negative Entwicklungen bei den Wechselkursen für Fremdwährungen und die Wiedereinführung von Devisenkontrollen könnten negative Auswirkungen auf das Geschäft des Konzerns und sein Betriebsergebnis haben.
Risiken im Zusammenhang mit früheren und künftigen Akquisitionen.
Risiken, die mit möglichen Interessenkonflikten verbunden sind.
Risiken im Zusammenhang mit Änderungen bei Gesetzen oder Vorschriften
Da der Konzern gemäß dem Gesetz der Isle of Man gegründet ist, kann nicht ausgeschlossen werden, dass auch Schwierigkeiten beim Schutz der Interessen als Anteilseigner auftreten.
Aufgrund lokaler Rechtsprechung können Schwierigkeiten beim Zustellungsverfahren, der Durchsetzung ausländischer Entscheidungen oder dem Erheben von ursprünglichen Klagen in der Republik Moldau oder auf der Isle of Man gegen die Global Auto-Trade Group PLC, ihr Management oder ihre Geschäftsführer auftreten.
Künftige Rechtsstreitigkeiten könnten negative Auswirkungen auf die Global Auto-Trade Group PLC haben. Das örtliche Rechtssystem ist noch dabei, ein Rahmenwerk zur Unterstützung der Marktwirtschaft zu entwickeln.
Es könnte sich negativ auf die Global Auto-Trade Group PLC auswirken, falls sich ihr Steuerstatus ändert oder die entsprechenden Steuerbehörden einen Aspekt der Konzernstruktur anfechten.
Steuerrisiken in Verbindung mit besonderen Besteuerungssystemen
Risiken hinsichtlich der rechtlichen Beziehung zu nahestehenden Unternehmen und Personen

Risiken bezüglich der Isle of Man.
Risiken bezüglich Haftungsansprüchen und Rechtsstreitigkeiten

D.3 Zentrale Risiken, die den Wertpapieren eigen sind

Eine Investition in die Angebotsaktien weist ein hohes Risiko auf. Die folgenden Risikofaktoren, die der Konzern als wesentlich ansieht, sollten zusammen mit anderen in diesem Prospekt enthaltenen Informationen vor einer Investitionsentscheidung hinsichtlich der Angebotsaktien sorgfältig berücksichtigt werden.

Die Global Auto-Trade Group PLC unterliegt keinen europaweiten Transparenzanforderungen
Der Konzern ist möglicherweise nicht in der Lage, ausreichend Erträge zur Ausschüttung künftiger Dividenden zu generieren.
Kursbewegungen der Aktie
Die Global Auto-Trade Group PLC könnte ihre Dividendenpolitik ändern
Der Marktpreis der Aktien könnte vom Nettoinventarwert pro Aktie abweichen.
Anleger sollten bereit und in der Lage sein, die Aktien auf unbestimmte Zeit zu halten
Die Geschäftsführer und leitenden Angestellten des Konzerns haben weitreichende Befugnis über die Verwendung des Nettoerlöses des Angebots und verwenden die Nettoerlöse möglicherweise nicht effizient oder in einer Weise, mit der Anlageinteressenten einverstanden sind.
Hauptanteilseigner, deren Interessen von denen anderer Anteilseigner abweichen könnten, könnten einen erheblichen Einfluss auf das Unternehmen ausüben.

ABSCHNITT E – ANGEBOT

E.1 Gesamtnettoerlöse und geschätzte Gesamtkosten des Angebots
Das Unternehmen erwartet, mit dem Verkauf von 1.666.667 Angebotsaktien € 5.000.001,00 einzusammeln. Die Kosten des Angebots von € 150.000 sind bereits mit eigenen Mitteln des Unternehmens gedeckt und ein weiterer Betrag von bis zu € 742.500,00 Angebotskosten wird aus dem Bruttoemissionsertrag gedeckt. Der erwartete Nettoertrag aus dem Angebot beträgt insgesamt € 4.317.501,00. Die Emittentin verlangt von den Anlegern keine Gebühren.

E.2a Gründe für das Angebot und Zweckbestimmung der Erlöse
Das aufgebrachte Kapital wird für das Wachstum des bestehenden Geschäfts verwendet, statt in die Finanzierung neuer Tätigkeiten zu fließen, die mit einem höheren Risiko behaftet sein können. Das Unternehmen plant eine Verringerung der Verschuldung um € 2 Millionen und der Rest (etwa € 2,3 Millionen) des Nettoertrags soll zur Auffüllung des Warenumsatzes in Verbindung mit den Erweiterungsmaßnahmen dienen.

E.3 Angebotskonditionen
Das Angebot betrifft 1.666.667 neue Stammaktien der Global Auto-Trade Group PLC, die zur Zeichnung für einen Bezugspreis von € 3,00 pro Angebotsaktie angeboten werden. Die Wertpapiere werden nach Annahme des Zeichnungsantrags und Überweisung der für den Betrag der gezeichneten Angebotsaktien fälligen Geldleistung ausgegeben. Die Geschäftsführer sind befugt, Angebotsaktien auszugeben. Die Angebotsfrist erstreckt sich vom 15. Dezember 2015 bis zum 3. Dezember 2016. Zur Zeichnung der Angebotsaktien muss jeder Anleger einen Zeichnungsantrag an das Unternehmen stellen (zusammen mit einer bindenden Verpflichtung, die Geldleistung für die beantragte Anzahl an Angebotsaktien zu zahlen). Das Zeichnungsangebot des Anlegers ist unwiderruflich, so dass eine Rücknahme der Zeichnung nicht möglich ist. Das Zeichnungsangebot wird für das Unternehmen bei Annahme durch die GATG unverzüglich bindend. Das Unternehmen ist berechtigt, nach alleinigem Ermessen des Unternehmens geringere Beträge als die vom Angebotsempfänger gezeichnete Anzahl ganz oder teilweise abzulehnen. Nach Annahme und Erhalt des Zeichnungsbetrags gibt das Unternehmen gemäß den Anweisungen des Zeichners die Aktienzertifikate aus und weist deren Zulieferung an oder gibt die Aktien in unverbriefter Form zur Verwahrung im CREST-System aus. Es gibt keinen Bookbuilding-Zeitraum und daher ist die Rücknahme der Zeichnung technisch unmöglich. Die Angebotsfrist kann durch den Emittenten nach eigenem Ermessen ohne Angabe von Gründen verkürzt werden. Es gibt keine Haltefrist für den Käufer. Es werden keine provisorischen Dispositionsdokumente ausgegeben. Die ISIN-Nr. der Stammaktien ist IM00BYY03G00.

Die Anteile können allen Kategorien von potenziellen Anlegern angeboten werden. Es wird keine Einstufung nach verschiedenen Arten von Anlegern oder verschiedenen Tranchen in Verbindung mit dem Angebot vorgenommen. Eine Vorzugsbehandlung nach bestimmten Arten von Anlegern findet nicht statt. Eine Mehrzuteilungsfazilität besteht nicht. Es gibt keinen Unterschied zwischen dem öffentlichen Angebotspreis und den effektiven Barkosten für Mitglieder der Verwaltungs-, Leitungs- und Aufsichtsorgane. Das Angebot kann jederzeit zurückgenommen und bedingungslos ausgesetzt werden. Die Mindestmenge ist 1 Angebotsaktie und die Höchstmenge der Zeichnung sind 1.666.667 Angebotsaktien. Das Angebot wird vom Unternehmen koordiniert.

Angebotsfrist beginnt am	15. Dezember 2015
Angebotsfrist endet am	3. Dezember 2016
Veröffentlichung der Ergebnisse des Angebots am oder um den	10. Dezember 2016

E.4 Wesentliche Interessen, einschließlich Interessenkonflikte
Es besteht kein Interessenkonflikt zwischen den Verwaltungs-, Leitungs- und Aufsichtsorganen, mit folgender Ausnahme: die Geschäftsführer, Herr Cebasev und Herr Popa, sind indirekt durch die Reva Finance Ltd und die Prime Assets Group Ltd auch Hauptaktionäre des Unternehmens.

Herr Cebasev und Herr Popa werden, auch wenn alle Angebotsaktien platziert sind, indirekt (durch die Reva Finance Ltd und die Prime Assets Group Ltd) die absolute Mehrheit am Aktienkapital des Unternehmens und der Stimmrechte halten und so in einer Position sein, unabhängig vom Stimmverhalten anderer Anteilseigner, einen erheblichen Einfluss bei den Hauptversammlungen und damit auf Entscheidungen hinsichtlich bei der Hauptversammlung zur Abstimmung stehender Maßnahmen (einschließlich der Wahl des Vorstands und der Genehmigung wichtiger Kapitalmaßnahmen) auszuüben.

Die Interessen von Herrn Cebasev und Herrn Popa als Hauptanteilseigner könnten mit ihren Pflichten als Geschäftsführer, im besten Interesse des Unternehmens und/oder anderer Anteilseigner zu handeln, in Konflikt geraten.

Sonstige Interessenkonflikte sind dem Unternehmen nicht bekannt.

E.5	Person oder Rechtsträger, die/der das Wertpapier zum Verkauf anbietet, Lock-up-Vereinbarungen	Der Rechtsträger, der die Anteile anbietet, ist die Global Auto-Trade Group PLC. Es bestehen keine Lock-up-Vereinbarungen.
E.6	Verwässerung	Zum Zeitpunkt der Erstellung dieses Prospekts waren 4.057.446 Anteile an Aktienkapital der Global Auto-Trade Group PLC ausgegeben und ausstehend. Das Unternehmen beabsichtigt, 1.166.667 neue Stammaktien für das Angebot auszugeben. Daher wird sich der vom Unternehmen erzielte Nettoemissionserlös, bei Annahme eines Kaufpreises von € 3,00 pro Aktie, der Platzierung aller 1.166.667 neuen Anteile und Deckung der Angebotskosten aus dem erlösten Betrag, auf € 4.317.501,00 belaufen.
Hätte das Unternehmen diesen Betrag zum Zeitpunkt der Erstellung dieses Prospekts erlangt, hätte der Marktwert des Eigenkapitals zu diesem Zeitpunkt € 16.489.839 bei dann insgesamt 5.724.113 Anteilen betragen, was einem Marktwert von € 2,88 pro Anteil entspräche.
Daher führt die vollständige Durchführung des Angebots unter den oben angeführten Annahmen zu einem sofortigen nominellen Verlust von € 0,12 / 3,97% durch Verwässerung sowohl für bestehende Anteilseigner als auch für Käufer der Angebotsaktien, was allein durch den hochgerechneten Preis der Angebotsaktien bedingt ist.
E.7	Schätzung der Ausgaben, die dem Anleger von der Emittentin in Rechnung gestellt werden	Entfällt. Das Unternehmen berechnet den Anlegern keine Gebühren. Für den Kauf der Anteile berechnet die Depotbank die üblichen Wertpapiergebühren.

SUMMARY OF THE PROSPECTUS

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’.

SECTION A – INTRODUCTION AND WARNING NOTICES

A.1 Warning

The following summary is intended as an introduction to this securities prospectus (the “Prospectus”). Other sections of the Prospectus contain substantially more detailed information; therefore,

(a) this summary should be read as introduction to the prospectus;
(b) any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor;
(c) where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and
(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Use of the Prospectus for subsequent sale or definitive placement of shares through financial intermediaries

Not applicable. The Company does not consent to use of the Prospectus for subsequent sale or definitive placement of shares through financial intermediaries

SECTION B - ISSUER

B.1 Legal and commercial name of the Issuer
The legal and commercial name of the issuer is Global Auto-Trade Group PLC.

B.2 Domicile and legal form of the Issuer, legislation under which the Issuer operates and its country of incorporation
Global Auto-Trade Group PLC is a Public Limited Company that was incorporated under Registration Number 007294V on August 12, 2011 in the Isle of Man with the registered office at Acclaim House, 12 Mount Havelock, Douglas, Isle of Man. The applicable legislation is the Isle of Man Companies Act 2006.

B.3 Main business, main categories of products sold and/or services performed and principal markets
Neither the Memorandum nor the Articles of Association give a statutory definition of the business purpose and under applicable Isle of Man Companies Act 2006, the Company is not obligated to make such a determination. It is left with the directors to determine the appropriate use and goals of the Company from time to time in a manner that complies with the applicable laws and the Company's Articles of Association.

Global Auto-Trade Group PLC is a pure holding company, having 100% ownership on its operating company, Auto-Prezent Srl. with a trade and servicing centre, offered, inter alia, through its 75% owned subsidiary, Megatest Srl., and a retail network of 9 stores across Moldova. Auto-Prezent Srl. is the only company on the Moldovan market to provide end-to-end services from supplying, testing and servicing specialised construction, agricultural, passenger and heavy goods vehicles, auto components and accessories through to modification and CKD assembly of specialised machinery. With approx. 25% market share in 2011 Global Auto – Trade Group PLC is one of the market leaders in the Moldovan automotive sector.

The Company's key markets are Moldovan public and private organisations, operating with focus on network-based sectors, such as:
- Road construction and maintenance;
- Healthcare and veterinary services;
- Water and sewerage;
- Recycling and waste management and treatment;
- Passenger transport, including educational organisations;
- Logistics;
- Agriculture;
- Light commercial vehicles and cars.

Main products and services of the operating company include (i) vehicle servicing, encompassing MOT (testing), repair and maintenance of vehicles and engines, vehicles' registration and insurance services; (ii) vehicle sales by means of supplying machinery from leading CIS and European manufacturers, such as JCB, MAZ, Dorelectromash, Amkodor, GAZ, UAZ, and others; (iii) sale of spare parts and accessories for motor vehicles, heavy goods and other specialised vehicles (agricultural and construction equipment), alongside with other spare parts and accessories; (iv) letting and leasing of commercial premises, such as showrooms, office, workshop and storage space.

Reflecting its high quality standards in service delivery as well as regarding it internal organizational structures and procedures, the Company was able to receive both, the ISO 9001:2008 and ISO 9004:2000 certifications.

B.4a Most significant recent trends
Although the country's economy is currently growing supported by the government's programmes, alongside with investments from the EU, EBRD and private investors into Moldova's infrastructure, agricultural and manufacturing sector, ratings remain constrained by low predictability and flexibility of income due to high long-term needs of the country in infrastructure financing.

As part of a new strategy, European Bank for Reconstruction and Development announced to invest € 300 million in the scope of the four-year infrastructure development strategy for Moldova. It is expected that these funds will be used for the implementation of government infrastructure projects, mainly concerning Moldovan main roads construction and reconstruction. During 2015, Chisinau Mayor's office is expected to announce a tender for the capital's waste collection and management whereby the Group has already met the entry qualification requirements for participation in this tender.

B.5 Group structure

The Global Auto-Trade Group PLC is a 100% holding company. Its operating companies are Auto-Prezent Srl., which is since May 08, 2013 a 100% subsidiary of the Global Auto-Trade Group PLC, and Megatest Srl., which is a 75% subsidiary of Auto-Prezent Srl. While Global Auto-Trade Group PLC is a pure holding company, the subsidiaries are Moldovan market leaders in import, supply, testing and servicing of specialised construction and agricultural machinery, passenger and heavy-duty vehicles and cars, as well as spare parts and accessories. All subsidiary entities have been incorporated in Moldova, having their registered offices in Moldova.

Companies	Activities	Date of Incorporation	Ownership
Auto-Prezent Srl.	Machinery / Trading services	March 27,2009	100%
Megatest Srl.	Testing services	December 24,2003	75%

B.6 Major shareholders

Global Auto-Trade Group PLC issued in total 4,057,446 shares of € 0.10 par value, comprised of 4,007,446 ordinary shares and 50,000 preferred shares, with major shareholders having the same voting rights as other shareholders as regards ordinary shares. Regarding preferred shares, conferring 100 votes per each share, all preferred shareholders have the same voting rights within their class.

Both Directors of the Company, additionally to their indirect holdings through main shareholders, Reva Finance Ltd. (holding 1,733,333 ordinary shares and 25,000 preferred shares) and Prime Assets Group Ltd. (holding also 1,733,333 ordinary shares and 25,000 preferred shares), hold individually 83 ordinary shares each.

The company secretary, Mrs Ludmila Popa, Mr Igor Popa's wife, as well as Ms Galina Popa, Mr Igor Popa's daughter, Mr Gheorghe Popa and Mrs Larisa Popa, Mr Popa's parents, Mr Ivan Lupu and Mrs Maria Lupu, Mr Popa's parents-in-law, hold 83 ordinary shares each – or 664 ordinary shares in total. Mrs Svetlana Cebaseva, Mr Cebasev's wife, and Ms Tatiana Cebaseva, Mr Cebasev's daughter, are also holders of 83 ordinary shares each.

Both Directors hold each indirectly through main shareholders, Reva Finance Ltd and Prime Assets Group Ltd, 50,000 preferred shares conferring 100 votes per shares.

Thus, Mr Cebasev and Mr Popa control, directly or indirectly, a total of 3,467,496 ordinary shares, the equivalent of 86.80% against the 4,007,446 ordinary shares and 100% of 50,000 preferred shares issued and outstanding at the time of this Prospectus. In total, both directors control 94.13% of voting rights out of 4,057,446 shares issued and outstanding.

B.7 Key financial information

The following selected consolidated financial data and business information for Global Auto-Trade Group PLC have been extracted from the unaudited interim financial statements of the Company for the business period January 1, 2015 to June 30, 2015 and audited consolidated financial statements for the years 2012, 2013 and 2014.

All financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS"), amounts showing in Euro.

The following selected financial data are not necessarily indicative of the future financial condition and results of operations of the Company for any other period of time.

For detailed information, see Section "Selected Financial Information".

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	2014	2013	2012
ASSETS
non-current assets	5.532.576	6.107.230	6.811.922
current assets	821.720	900.802	1.113.771
total assets	6.354.296	7.008.032	7.925.693
EQUITY AND LIABILITIES
total equity	1.719.054	1.854.989	2.754.120
non-current liabilities	3.698.483	4.404.546	4.567.379
current liabilities	936.759	748.497	604.194
total liabilities	4.635.242	5.153.043	5.171.573
total equity and liabilities	6.354.296	7.008.032	7.925.693

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	EURO	Unaudited June 30, 2015	Unaudited Dec 31, 2014
resvenue		2.603.356	2.580.763
cost of sales		-1.934.472	-1.994.015
gross profit		668.884	586.748
operating (loss) / profit		-34.763	-207.014
(Loss) / profit before tax		-507.098	-745.376
net (loss) / profit for the year ended		-482.523	-730.807
other comprehensive expense for the year ended after tax		-102.537	-177.327
total comprehensive income / (expense) for the year ended		-585.060	-908.134
	EURO	June 30, 2015 Unaudited	June 30, 2014 Unaudited
revenue		667.386	774.132
cost of sales		-466.167	-573.678
gross profit		201.219	200.454
operating profit/loss		-72.987	-5.066
Net loss for the period		-407.307	-312.201
other comprehensive expense for the period		-294.952	81.843
total comprehensive expense for the period		-702.259	-230.358

CONSOLIDATED STATEMENT OF CASH FLOWS

	EURO	2014	2013	2012
net cash flows from operating activities		248.921	566.810	925.445
net cash flows used in investing activities		0	-44.635	-130.397
net cash flows used in financing activities		-222.347	-555.480	-768.837
cash and cash equivalents:
at end of the period		48.450	21.876	55.181
	EURO	June 30, 2015 Unaudited	June 30, 2014 Unaudited
cash flows (used in)/from operations before working capital changes		-119.159	-286.466
net cash flows from / (used in) operating activities		151.522	12.196
Net cash flows used in investing activities		-15.440	0
net cash flows used in / from financing activities		-149.191	-20.903
cash and cash equivalents:
at end of the period		36.219	13.171

During the financial year 2012 the Company registered significant increase in sales and Gross Profit Margin, due to major tender contracts won by the Company during 2011 and 2012. During the financial years 2013 and 2014, there were no comparable projects. Consequently, at the end of these periods, the Company registered a significant reduction in sales: the revenues in 2012 amounted to € 4.3 millions, dropping to € 2.58 millions in 2013 and slightly increasing to € 2.60 millions in 2014. During the fractional year 2015, the revenues amounted to € 667,386.

		Since the end of the financial period ended on June 30, 2015 no significant changes in the financial or trading position of the Group have occurred, except for the following: Company's management successfully renegotiated the terms and conditions of the bank loans provided by EximBank AO in local currency and bearing a weighted average effective interest rate of 13%. The short term portion of the loan was decreased and the loan was converted to Euro with the weighted average effective interest rate reduced to approx. 5%.
B.8	Selected key pro forma financial information	Not applicable, since this document does not contain pro forma financial information.
B.9	Profit forecast or estimate	Not applicable as no profit forecast or estimate is made.
B.10	Qualifications in the audit report	For the financial years ended December 31 2012 and 2013, the auditor of the Company qualified its opinion as follows: Audit report for the financial year ended December 31 2012: "Basis for Qualified opinion [6] The Company does not maintain sufficient and adequate records to enable management to identify all related party transactions for the year ended 31 December 2012 and balances as at 31 December 2012 which may result in to incomplete disclosure of such related party transactions in the Notes to the financial statements, as required by International Accounting Standard 24 “Related party disclosures”. Qualified opinion In our opinion, except for the effect of such adjustments, if any, as might have been determined to be necessary had we been able to satisfy ourselves on the issues pointed out in the Basis for qualified opinion paragraph [6], the accompanying financial statements give a true and fair view of the financial position of AUTO PREZENT SRL as of 31 December 2012 and of its financial performance and its cash flows for the year then ended in accordance with International Reporting Standards as issued by the IASB.” Audit report for the financial period ended December 31, 2013: Basis for Qualified opinion [6] As described in note 16, the valuation for the property, plant and equipment was performed by an independent valuator using only the rental yields through a desk valuation which does not conform to the requirements of IAS 16 “Property, plant and equipment” and IFRS 13 “Fair Value Measurement” for market-based evidence. It was not practicable to extend our audit procedures to determine the impact of this departure from International Financial Reporting Standards and so we are not able to quantify the effect of this departure on the amounts reported in the financial statements as property and equipment, depreciation expenses, revaluation reserve and retained earnings. [7] As described in note 17, the valuation of investment was performed by an independent valuator using only the rental yield through a desk valuation which does not conform to the requirements of IAS 40 “Investment Property” and IFRS 13 “Fair Value Measurement” for market-based evidence. It was not practicable to extend our audit procedures to determine the impact of this departure from International Financial Reporting Standards and so we are not able to quantify the effect of this departure on the amounts reported in the financial statements as property and equipment, depreciation expenses, revaluation reserve and retained earnings. [8] In respect of the inventory of the Group appearing in the statement of financial position at the value of Euro 634,843, the audit evidence we had available was limited because we did not observe the physical inventory count at 31 December 2013. Due to the nature of the records of the Company, we were unable to obtain sufficient and appropriate audit evidence as to the inventory quantities by other audit procedures. [9] The Group does not maintain sufficient adequate records to enable management to identify segmental information for the year ended 31 December 2013 which result in no disclosure of segmental information as required by International Financial Reporting Standard 8 “Segmental Reporting” in the notes to the consolidated financial statements. [10] The Group does not maintain sufficient and adequate records to enable management to identify all related party transactions and balances for the year ended 31

December 2013 which may result in limited or no disclosure of such related party transactions or balances in the Notes to the consolidated financial statements, as required by International Accounting Standard 24 “Related party disclosures”.

Opinion

In our opinion, except for the effect of such adjustments that could have been determined to be necessary had we been able to satisfy ourselves for the matters raised in paragraphs [6], [7], [8], [9] and [10] from above, the accompanying consolidated financial statements present fairly, in all material respects, financial position of the Group as at 31 December 2013, its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.

B.11 Working capital statement

In Global Auto-Trade Group PLC’s opinion, its current working capital is sufficient for its present requirements and for the next 12 months.

SECTION C - SECURITIES

C.1	Type of securities and ISIN codes	Global Auto-Trade Group PLC offers ordinary shares of the Company's equity capital. The ISIN no. of Global Auto-Trade Group PLC is IM00BYY03G00.
C.2	Currency	The shares are denominated in EUR.
C.3	Number of shares	As at the date of this prospectus the company has fully paid up 4,007,446 ordinary shares and 50,000 preferred shares both classes of € 0.10 par value, issued and outstanding. There are 1,666,667 new ordinary shares of € 0.10 par value to be issued by the Company in the course of the public offering.
C.4	Rights attached to the securities	The rights attaching to the Shares are set out in the Memorandum and the Articles which may not be amended except pursuant to a resolution passed or requiring to be passed by shareholders with a majority of not less than 75% of such shareholders as, being entitled to do so, vote in person or by proxy.
		Every share grants full dividend rights depending on the appropriate resolution.
		All ordinary shares issued by the Company have the same voting rights attached, one vote per one share for each holder of the ordinary shares. Each preferred share grants 100 votes per each preferred share to its holder which are the same for each holder of the preferred shares.
		There are no pre-emptive rights in respect of the issue of new shares under the Act and none are contained within GATG's Articles of Association.
		Each Share confers on its holder the right to an equal share in the issuer's profit and an equal share in any surplus in the event of liquidation.
		Shares are not expressed to be redeemable. The Company may purchase, redeem or otherwise acquire its own Shares for any consideration provided that the Company continues to have at least one shareholder at all times.
		There are no conversion rights attached to Shares.
C.5	Restrictions to the transferability of the securities	Not applicable, as there are no restrictions.
C.6	Admission to trading on a regulated market, identity of the regulated markets	Not applicable, Company's securities are not traded on a regulated market.
C.7	Dividend policy	Since its incorporation, the Group has not paid any dividends to its shareholders.
		The Company intends to use its cash resources and potential further funding for its operational activities as such, so that no dividends are intended to be paid in the near future.
		Any earnings in the near future are expected to be retained for use in business operations and not being distributed until the Company has an appropriate level of distributable profits. The declaration and payment by the Company of any dividends and the amount thereof will be in accordance with, and to the extent permitted by, all applicable laws and will depend on the results of the Company's operations, its financial position, cash requirements, prospects, profits available for distribution and other factors deemed to be relevant at the time.

SECTION D - RISKS

D.1 Key risk related to the Group

The risk factors set out below are not listed in any order of priority with regard to significance or probability. It is not possible to quantify the significance to Global Auto-Trade Group PLC or the Offer Shares of each individual risk factor, as each of the risk factors set out below may materialise to a greater or lesser degree and could have unforeseen consequences.

Risks connected to growth prospects of the Company, including capital investments and market development risks
Insurance-related risks
Risks associated with Group’s financing policy and financial activities market risks.
Moldova inflation, especially in the cost of wages, could increase Group’s local currency costs and decrease any operating margins.
A slowing of Republic of Moldova’s economic growth or reversing certain policies could adversely affect Group’s business, results of operation and financial condition.
Political Risks
Growth opportunities that Global Auto-Trade Group PLC is currently considering, or may consider in the future, could fail to materialize as expected, if at all, and, therefore, could be exposed to a variety of known and unknown risks.
Global Auto-Trade Group PLC is a holding company without its own operating activities. Its profits and its ability to pay dividends, therefore, depend on the dividends distributed by its subsidiaries.
The activity of the company is subject to business cycles.
Risks related to the business purpose of the company.
Liquidity risks
Risk in the production of financial and accounting data.
Risks related to Global Auto-Trade Group PLC Group’s geographic presence
The costs of doing business have increased and could increase in the future, which may make it more difficult for Global Auto-Trade Group PLC to generate a profit.
Risks relating to interest rates
Risks relating to exchange rates
Adverse movements in foreign currency exchange rates and the re-introduction of foreign exchange controls may have a negative impact on Group’s business and operational results.
Risks relating to past and future acquisitions.
Risks associated with possible conflict of interest.
Risks related to changes in laws or regulations
Since the Group is incorporated under the laws of the Isle of Man, it cannot be ruled out that difficulties of protecting interests as a shareholder may also arise.
Based on other jurisdictional laws, one may experience difficulties during the serving process, enforcing foreign judgments or bringing original actions in Republic of Moldova or the Isle of Man against Global Auto-Trade Group PLC, its management or its directors.
Future legal disputes could have a negative impact on Global Auto-Trade Group PLC.
Local legal system is still developing a framework to support the market economy.
Global Auto-Trade Group PLC may be adversely affected if its tax status changes or if relevant tax authorities challenge any aspect of the Group’s structure.
Tax risks linked to special tax regimes
Risks Relating to Legal Relationships with Related Parties
Risks relating to the Isle of Man.
Risks relating to liability claims and litigation

D.3 Key risks that are specific to the securities

An investment in the Offer Shares involves a high degree of risk. The following risk factors which the Group considers material should, in conjunction with other information contained in this Prospectus be carefully considered prior to making any investment decision with respect to the Offer Shares.

Global Auto-Trade Group PLC is not subject to Europe-wide transparency standards
The Group may not generate sufficient earnings to pay future dividends.
Movements of the share price
Global Auto-Trade Group PLC could change its dividend distribution policy
The market price of the shares could differ from the net asset value per share.
Investors should be prepared and able to hold the shares indefinitely
Group’s directors and officers have broad discretion over the use of the Offering net proceeds and may not apply the net proceeds effectively or in ways with which prospective investors agree.
Major shareholders, whose interests may be different to those of other shareholders, could exercise considerable influence over the Company.

SECTION E - OFFER

E.1 Net proceeds and aggregate costs
The company expects to raise € 5,000,001.00 from selling 1,666,667 offer shares. The costs of offering amounting to € 150,000 have already been covered from Company's own funds and further amount of up to € 742,500.00 offering costs will be covered from the gross proceeds amount. The expected net proceeds of the offer will total to € 4,317,501.00. The issuer does not charge to investors any fees.

E.2a Reasons for the Offer and use of proceeds
The raised capital will be used to grow the existing business, rather than fund new operations that may carry a higher level of risk. The company plans to decrease the indebtedness by €2 million and the remainder (approx. €2.3 million) of the net proceeds is intended to serve for replenishment of goods turnover related to the expansion measures.

E.3 Terms and conditions of the Offer
The Offering concerns Global Auto-Trade Group PLC's 1,666,667 new ordinary shares, offered for subscription at a subscription price of € 3.00 per Offer Share. The securities will be issued upon acceptance of the subscription application and transfer of cash consideration due for the amount of Offer Shares subscribed for. The Directors are authorised to issue Offer Shares. The Offer Period is December 15, 2015 until December 3, 2016. To subscribe for the Offer Shares, each investor has to make a subscription application offer (containing a binding undertaking to pay the cash consideration due for the number of Offer Shares applied for) to the Company. The subscription offer by the investor is irrevocable, so that the withdrawal of the subscription is not possible. The subscription offer becomes binding on the Company immediately upon acceptance by GATG. The Company has the right to reject, in whole or in part, in Company's sole discretion, any lesser amount than the number for which an Offeree has subscribed. Upon acceptance and following the receipt of subscription payment, the Company will pursuant to the instructions of the subscriber issue and instruct the delivery of share certificates or issue the shares in uncertificated form to be held in CREST. There is no book building period and therefore, withdrawal of the subscription is technically impossible. The Offer Period can be shortened by the issuer, in its own discretion, without any reasons. There is no lock-up period for the purchaser. Temporary documents of title will not be issued. The ISIN of the ordinary shares is IM00BYY03G00.

The shares may be offered to all potential investor categories. No classification will be made according to different investor types or different tranches in connection with the Offering. A preferential treatment according to certain classes of investors will not take place. An over-allotment facility does not exist. There is no difference between the public offering price and the effective cash costs for members of the administrative, management and supervisory bodies. The offer can be revoked and suspended unconditionally at any time. The minimum amount is 1 Offer Share and the maximum amount of application is 1,666,667 Offer Shares. The Offer is coordinated by the Company.

Offer period begins	December 15, 2015
Offer period ends	December 3, 2016
Publication of the results of the Offering on or about	December 10, 2016

E.4 Material interests, including conflicting interests
There is no conflict of interest between the administrative, management and supervisory bodies, except as follows: The CEOs, Mr. Cebasev and Mr Popa, are indirectly through Reva Finance Ltd and Prime Assets Group Ltd, also major shareholders in the Company.

Mr Cebasev and Mr Popa, will, even after all Offer Shares have been placed, indirectly (through Reva Finance Ltd. and Prime Assets Group Ltd.) hold the absolute majority in the Company's share capital and voting rights and thus will be in a position, irrespective of the voting behaviour of other shareholders, to exercise considerable influence at the General Shareholders' meetings and consequently over decisions regarding measures which are presented for a vote at the General Shareholders' meetings (including the election of the Board and the approval of important capital measures).

Mr's Cebasev and Mr's Popa interest as major shareholders could conflict with their duties as CEOs to act in the best interest of the company and/or interests of other shareholders.

Further conflicts of interest are not known to the company.

| E.5 | Person or entity offering to sell the security, lock-up agreements | The entity that is offering the shares is Global Auto-Trade Group PLC.
There are no lock-up agreements. |
| --- | --- | --- |
| E.6 | Dilution | At the date of this Prospectus, there were 4,057,446 shares issued and outstanding in the share capital of the Global Auto-Trade Group PLC. The Company intends to issue 1,666,667 new ordinary shares for the offering. Therefore, assuming a purchase price per share of € 3.00, that all 1,666,667 new shares are placed, and that the remaining costs of offering will be covered from the amount raised, the net issue proceeds obtained by the company will be € 4,317,501.00.

If the Company had obtained this amount at the Prospectus date, the fair value of shareholders’ equity at that time would have been € 16,489,839 against a total of then 5,724,113 shares, resulting in the fair value amounting to € 2.88 per share.

Consequently, under the above mentioned assumptions, the full implementation of the Offer will lead to an immediate nominal loss of € 0.12 / 3.97% by dilution for both, existing shareholders and purchasers of the Offer Shares, which is solely conditioned by the projected offer share price. |
| E.7 | Estimated expenses charged to the investors by the Issuer of the Offer | Not applicable. The Company does not charge the investors any fees. For the purchase of the shares the custodian bank will charge the ordinary securities fees. |

RISK FACTORS

An investment in Group’s securities involves a high degree of risk and may result in the loss of all or part of your investment

An investment in the Offer Shares involves a high degree of risk. The following risk factors which the Group considers material should, in conjunction with any other information contained in this Prospectus as a whole, be carefully considered prior to making any investment decision with respect to the Offer Shares.

The following information is not an exhaustive list of the risks associated with investing in us. Should any of the following risks materialise, the Group’s business, financial position, results of operations or prices of the Offer Shares could suffer materially. In such event, investors could lose all or part of the money invested to acquire the Offer Shares. Other risks, not presently known to GATG PLC or that the Company currently deems immaterial, may also have a material and adverse effect on the Group’s business, financial position and development.

This Prospectus contains forward-looking statements that involve risks and uncertainties. Group’s actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, including but not limited to the risks described below and elsewhere in this Prospectus.

The risk factors set out below are not listed in any order of priority with regard to significance or probability. It is not possible to quantify the significance to GATG PLC or the Offer Shares of each individual risk factor, as each of the risk factors set out below may materialise to a greater or lesser degree and could have unforeseen consequences.

The investors must, therefore, reach their own views and rely on their own investigations prior to making any investment decision.

I. INDUSTRY AND MARKET RISKS

Significant capital investment is required to achieve the planned growth of Global Auto-Trade Group PLC in areas envisaged by the current development objectives of the Company.

The Company growth plans involve increase in its range of products and services, expansion into new markets, as well as strengthening its position on the domestic market, and enhancement of its technological and specialist resources. Increase of working capital to the amount of approx. €2.3 million will allow for the Company to strengthen and enhance its liquidity, solvency and expand its range of products and services to meet growing market demands. Having already acquired a market share of approx. 3% in the segment of selling of spare parts, the Company aims to further expand its market share and, thus, increase its revenue in this high margin segment by offering a wider range of new articles of spare parts and accessories for vehicles.

There is no assurance that such investments will be available for Global Auto-Trade Group PLC. There is no absolute certainty to which extent the demand on the markets will rise or whether the demand will decrease in the future.

Insurance-related risks

As all key assets and business areas of the Group – namely inventory, vehicles, stock, Trade Complex “Mega” and warehouse premises – are insured in accordance with the applicable legal requirements, so that Global Auto - Trade Group PLC depends on the insurance markets and their financial capacities to cover its risks. However, since the insurance system, as operated in Moldova does not compare to the EU equivalents, the rest of the assets of the Group is not included in the above-mentioned insurance coverage.

Therefore, the probability of the Group experiencing insurance shortfalls or finding it impossible to cover all or part of certain risks is considerably high. Global Auto-Trade Group PLC may be exposed to a situation where the value

(reconstruction cost) of one or more of its assets is wrongly assessed by its external property insurance values. Furthermore, insurers could face economic difficulties that leave them unable to pay claims related to insurance policies that have been taken out by the Global Auto-Trade Group PLC Group.

The Board of Directors is continuously reviewing its insurance policies giving special consideration to national branches.

Risks associated with Global Auto-Trade Group PLC's financing policy and financial activities market risks.

Notwithstanding its operation on the domestic market, Global Auto-Trade Group PLC is exposed to market risks, including changes in interest rates and changes in foreign exchange rates, and which can generate losses as a result of fluctuations in interest rates and/or currency exchange rates.

The Group is exposed to interest-rate risks on the loans it has taken out to finance its investments and business operations.

An increase in interest rates could have a negative impact on Group's results. Moreover, changes in interest rates could have a negative impact on Group's results by affecting the valuation of contracted derivatives.

A material decline in the value of the Moldovan Leu against the Euro could have a material adverse effect on Group's results of operations. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

Operating outside the Eurozone, Global Auto-Trade Group PLC is exposed to foreign exchange risks leading to the value of assets, rents and revenues received in these countries, when converted into Euros, being affected by fluctuations in exchange rates.

Moldova inflation, especially in the cost of wages, could increase Group’s local currency costs and decrease any operating margins.

GATG’s ability to improve or maintain its profitability is dependent on being able to successfully manage its costs. Company’s cost management strategies include maintaining appropriate alignment between the demand for Company’s services and products and Group’s resource capacity, optimizing the costs of service delivery and maintaining or improving Company’s sales and marketing and general and administrative costs as a percentage of revenues.

The Group incurs a substantial portion of its operating expenses in Moldovan leu. As a result, during periods of inflation in Republic of Moldova, the GATG PLC will experience increases in the local currency costs, particularly with regard to wages. In particular, during 2012-2014, the nominal average salary in Moldova grew by 9.33%¹.

Because of the significant steps taken in the past to manage costs, it may become increasingly difficult to continue to manage Company’s cost structure to the same degree as in the past. If Global AutoTrade Group is not effective in managing its operating costs in response to changes in demand or pricing, GATG may not be able to invest in its business in an amount necessary to achieve Company’s planned rates of growth, or retain personnel at desired levels.

Increases in the operating expenses, specifically labour costs, could have a material adverse effect on the Group’s business, financial condition and operational results.

A slowing of Republic of Moldova’s economic growth or reversing certain policies could adversely affect Group’s business, results of operation and financial condition.

The Group operates in a developing economy that is susceptible to faster changes and larger fluctuations of the market than in the developed markets. Expenditures often decline in periods of economic slowdown or recession; therefore, discretionary consumer spending declines. The Group could experience a substantial decrease in revenue if economic growth were to slow down or if certain policies that contribute to growth were to be reversed. Even if such policies were to continue, they may not be effective enough to sustain growth. An economic slowdown could occur in Republic of Moldova or the world as a whole if, among other things, the high price of oil, natural gas and other commodities as experienced in recent years were to revert or fall below their historical averages. Oil prices remain volatile due to changes in demand, a weakening growth in developed economies and emerging economies (i.e., India and China). Prices may continue to vary if a global recession materializes. In addition, natural disasters, acts of terrorism, war or civil strife elsewhere in the world may disrupt Republic of Moldova’s economy or economies. If economic conditions were to cease being favourable in Republic of Moldova or other parts of the world, irrespective of the reason, it would likely have a material adverse effect on Group’s business, operational results and financial conditions.

Changing consumer behaviour may impact Group’s traditional marketing methods. These changes could fundamentally affect the scale, source and volatility of Group’s current and anticipated revenue streams, cost us structures, and may require us to invest more capital in order to remain competitive. Group’s future success will depend, in part, on Group’s ability to anticipate and adapt to changes cost-effectively and to offer, in a timely manner, services meeting changing customer demands and evolving industry standards. If Company cannot correctly target audience preferences, technological changes or obsolescence, Group’s operational results and

¹ Based on the statistical data provided by National Bureau of Statistics of the Republic of Moldova. Beginning with January 2011, statistical data regarding earnings are obtained based on the new sample survey 'Short-term statistical indicators' implemented according to European standards. Data are presented for social and economic units with 4 or more employees and all budgetary institutions regardless of the number of employees. Without the data on districts from the left side of the river Nistru and municipality Bender.

financial conditions could be materially and adversely affected.

Whilst the Company's sales depend on the country's economic stability and growth, economic fluctuations do have substantial impact on Global Auto – Trade Group's activities. Moldova's current credit score issued by Moody's (reconfirmed on July 31, 2015) is B3. The agency's reasons for such a low score are: (i) low income per capita; (ii) small size of economy; (iii) high dependency on consumption and investment financed via remittances from Moldovans working abroad; (iv) very low level of institutional capacity; (v) corruption; (vi) lack of transparency; (vii) situation in Transnistria; and (viii) political instability.

Political Risk

Company's principal executive offices and substantially all of the assets are located in the Republic of Moldova, and all revenues are derived from GATG's operations in Moldova. Accordingly, Group's business, financial condition and results of operations may be affected by changes in Republic of Moldova governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Moldova which are outside of Group's control.

Republic of Moldova's democracy is young and faces significant hurdles. Persisting structural weaknesses, including political risks, constrain sovereign ratings. However, these factors have not hindered economic growth, direct foreign investments or acceleration of investment growth.

Political situation and judicial system in Moldova will continue to be key factors in the countries activities and financial position.

As far back as in 2009, political situation in Moldova stabilised with no one opposition party having absolute power. The pro-Western government has gained popularity and shows a healthy pragmatism in its relations with Russia.

A weak judicial system, high levels of bureaucracy, lack of transparent regulations lead to inadequate protection of proprietary rights and pose significant regulatory and taxation risks along with corruption and political pressures on courts.

The risk of corruption and political pressure may mainly exist for large corporations with politicised regulations, risk of tax claims for previous periods and indiscriminate application of tax legislation. Global Auto – Trade Group does fall within this category.

II. RISKS RELATING TO THE BUSINESS

Growth opportunities that Global Auto-Trade Group PLC is currently considering, or may consider in the future, could fail to materialize as expected, if at all, and, therefore, could be exposed to a variety of known and unknown risks.

Company are currently considering, and in the future may consider, a number of potential opportunities for growth. These opportunities include expanding Group's existing businesses and entering into new ventures, as well as acquiring other companies or assets, seeking appropriate opportunities for acquisitions and other business combinations, alongside with reorganizations in order to expand GATG's business and strengthen its competitiveness.

Any opportunities currently being considered by Global Auto-Trade Group PLC are still in the preliminary proposal stage and it may be that Company will decide not to proceed with any of them.

Moreover, in respect of any current or future growth opportunity, whether organic or through acquisition, there are a number of risks Company would be exposed to and which could adversely affect GATG's ability to achieve Company's strategic goals. A non-exhaustive list of examples includes:

GATG may be unable to realize the growth opportunities, improvement of its financial position, investment effect and other expected benefits by these acquisitions, business combinations and reorganizations in the expected time period or at all;
Group's investments in the combined or reorganized entities are subject to valuation and other losses;
Group's shareholding might result in acquiring only a minority interest, which would not give GATG control over the target company;
The planned transactions may not be completed as scheduled or at all due to legal or regulatory requirements or contractual and

other conditions to which such transactions are subject;

The Group may be adversely impacted by liabilities that it assumes from a company it acquires or in which the Group invests, including from that company's known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients or other third parties. In addition, GATG may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring, investing in or partnering with a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target's previous activities;
Unanticipated problems could also arise in the integration process, including unanticipated restructuring or integration expenses and liabilities, as well as delays or other difficulties in coordinating, consolidating and integrating personnel, information and management systems, and customer products and services;
allowing an opportunity to disrupt Group's ongoing core businesses, divert Group's management's attention or redirect other resources from alternative opportunities that could have been more profitable or commercially advantageous for the Group;
Group's ongoing business may be disrupted, and GATG's management's attention may be diverted by acquisition, transition or integration activities. Acquisitions may result in significant costs and expenses, including those related to severance pay, early retirement costs, retention payments, employee benefit costs, goodwill and asset impairment charges, assumed litigation and other liabilities, and legal, accounting and financial advisory fees, which could negatively affect Company's profitability;
The combined or reorganized entities may not be able to retain existing customers and strategic partners to the extent that they wish to diversify their suppliers for cost and risk management and other purposes;

The combined or reorganized entities may not be able to retain existing customers and strategic partners to the extent that they wish to diversify their suppliers for cost and risk management and other purposes.

Any of these circumstances, should they occur, could have a material adverse effect on the business, results of operations and financial condition of Global Auto-Trade Group PLC.

The combined or reorganized entities may require additional financial support from the Group, and, in consequence, to finance Group's future growth, Company may choose to issue additional shares or securities convertible into or exchangeable for shares as consideration, which would dilute shareholder interest in Global Auto-Trade Group PLC's stock. Alternatively, it may be necessary for GATG to raise additional funds by incurring indebtedness which could significantly increase Group's interest expenses, leverage and debt service requirements. Additional funds may not be available with favourable terms, if at all. If Company is unable to obtain the necessary financing, Company may have to delay or forego a growth opportunity.

Global Auto-Trade Group PLC is a holding company without its own operating activities. Its profits and its ability to pay dividends, therefore, depend on the dividends distributed by its subsidiaries.

GATG is a holding company and does not conduct any revenue-generating business operations of its own. Its principal assets are the direct and indirect equity interests it owns in its operating subsidiaries, i.e. in Auto-Prezent Srl. which became a subsidiary of Global Auto-Trade Group PLC on May 08, 2013, and Megatest, which is the direct subsidiary of Auto-Prezent Srl. Given an absence of operating activities, the performance of Global Auto-Trade Group PLC is entirely and exclusively dependent on the financial performance and financial position of its subsidiaries. Consequently, GATG is dependent upon cash dividends, distributions, loans or other transfers it receives from its subsidiaries to make dividend payments to its shareholders (including prospective holders of

Offer Shares), to repay debts, and to meet its other obligations.

Initially, all revenues and profits are – or shall be – only generated by the subsidiary. The expenses, some of which arise in subsidiary in connection with operating and other costs, must be covered by Global Auto-Trade Group PLC's existing and future revenues. Profits and the ability to distribute dividends by the Company, therefore, depend on the subsidiaries' revenue flows which exceed the Group's expenses. The ability of GATG's subsidiaries to pay dividends and make payments or loans to GATG depends on the success of their businesses and is not guaranteed. Although Global Auto-Trade PLC has a business strategy set by leadership, management at each operation is responsible for executing many aspects of that strategy, and it is not certain local management will be able to execute that strategy effectively. GATG's subsidiaries are separate and distinct legal entities formed pursuant to the laws of the Republic of Moldova. Any right that GATG has to receive any assets of or distributions from any subsidiary upon its bankruptcy, dissolution, liquidation or reorganization, or to realize proceeds from the sale of the assets of any subsidiary, will be junior to the claims of that subsidiary's creditors, including trade creditors.

The ability of GATG's subsidiaries to pay dividends and make payments or loans to GATG, and to guarantee GATG's debt, will depend on their operating results and may be restricted by, among other things, applicable covenants in debt agreements and corporate, tax and other laws and regulations. These covenants, laws and regulations include restrictions on dividends, limitations on repatriation of earnings, monetary transfer restrictions and foreign currency exchange restrictions applicable in the Republic of Moldova as a jurisdiction in which GATG's subsidiaries currently operate.

For example, GATG's direct subsidiary, Auto-Prezent Srl., is restricted from making certain payments to GATG by existing covenants of the loan agreements with EximBank AO Gruppo Vento Banca and Euro Credit Bank, who have pledges over the company's cash and current receivables.

For more detail on Company's borrowing, see note 21 to the Consolidated Interim Financial Statements.

If its subsidiary is not in a position to distribute revenue, or to distribute such revenue at a sufficient level, this could have a significant negative impact on the Company's net assets, financial position and operational results.

The activity of the company is subject to business cycles.

Company's business, as regards both historical sales and profit, has experienced significantly higher sales volume in the third and fourth quarters of each calendar year. Two principal factors have in particular contributed to this seasonality: auto industry's customers and range of products and services offered by the Company which is mirrored in the pricing for services and products concerned.

The demand for the services and products is conditioned by a number of specific factors, such as country's market growth and saturation with services in the automobile industry, and general development of the road infrastructure in Moldova, and is directly influenced by the market conditions. The price used by Global Auto-Trade Group fluctuates due to changes in conditions directly related to demand and supply on the market segment, leading to price increases in periods corresponding to relevant changes. Specifically, due to changes in climate conditions in Moldova, the demand for our services sharply increases when the outside temperatures drop.

The Company could experience a material adverse effect on its business, financial condition and results of operations, should one of these typical seasonal increases in sales not materialise.

Risks related to the business purpose of the company

Neither the Memorandum nor the Articles of Association give a statutory definition of the business purpose, and under applicable Isle of Man Companies Act 2006 the company is not obligated to make such a determination.

It is left with the directors to determine the appropriate use and goals of the Company from time to time in a manner that complies with the applicable laws and the Company's Articles of Association.

Therefore, Group's directors and officers have broad discretion over the determination of the business purpose of the Company.

Such determination may represent a departure from Group's core business or into an area in which the Company has limited or no management experience. Prospective investors will not have an opportunity, as part of their investment decision, to assess whether the determination of the business purpose of the Company is being conducted appropriately.

There can be no assurance that Group's directors and officers will define the business purpose of the Company effectively or in such a manner that the investments made will subsequently yield a favourable return.

Please also consult the risks specifically associated with major shareholdings described further below in this section.

Liquidity risks

Global Auto-Trade Group's strategy depends on its ability to raise financial resources, either in the form of borrowing or equity capital so that it can finance its on-going activities and investments.

Company's historical sources of liquidity to fund ongoing cash requirements include cash flows from operations, cash and cash equivalents, as well as borrowings through Company's existing loan agreement.

The sufficiency and availability of credit may be adversely affected by a variety of factors, including, without limitation, the substantial tightening of the credit markets, including lending by financial institutions who are sources of credit for GATG's borrowing and liquidity; an increase in the cost of capital; the reduced availability of credit; Company's ability to execute its strategy; the level of GATG's cash flows, which will be impacted by the market participants' acceptance of Company's

products; maintenance of financial covenants included in Company's loan agreement; and interest rate fluctuations, disruption in the bond or equity markets in Moldova and/or worldwide, a reduction in the lending capacities of banks, changes affecting the automobile market or the investors' appetite for companies operating in automobile market, or a change in Global AutoTrade Group PLC's business activities, and financial situation or ownership structure.

These events could also affect the cost of borrowing and lead to an increase of Global Auto-Trade Group PLC Group's financial expenses.

The Group cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to the Company, if at all.

The Company may, thus, encounter difficulties in raising funds and, as a result, lack the access to the liquidity that it needs.

As of the date of this Prospectus, the Company complied with the financial covenants in GATG's loan agreement. Compliance with these financial covenants is dependent on the results of Company's operations, which are subject to a number of factors including current economic conditions. The current economic environment of an emerging market in Moldova has significantly suffered from ongoing geo-political situation in the Ukrainian-Russian conflict over the Crimean peninsula and sanctions imposed by the European Union. A continuation of this trend may lead to further market distruptions which could adversely impact Company's net sales and cash flow, which could affect GATG's compliance with its financial covenants. Should such these factors occur, they could have a material adverse effect on Company's business and results of operations.

Risk in the production of financial and accounting data

Notwithstanding the fact that the financial reports of the Group are currently produced on the basis of IFRS, with the Company carrying out external audit since its incorporation in 2011, accounting works can also represent a source of financial risks,

particularly when performing end-of-period processing, consolidating the accounts and booking off-balance sheet commitments.

According to the opinion of Company's auditor, the valuation of Company's property, plant and equipment (PPE) and the valuation of Company's investment were performed by an independent valuator, and it was not practicable for the Company's auditor to audit the evaluation pursuant to IFRS.

Consequently, there is a risk that the results of evaluation of the above positions may deviate – in any direction – from the valuation in accordance with IAS/IFRS.

Should this risk materialise, the amounts reported in Company's financial statements may need to be adjusted, and thus the value of PPE, alongside with associated depreciation expenses, revaluation reserve, retained earnings and inventory balance may rise or decline.

The Company's consolidated financial statements are prepared using the accounting principles applicable to a going concern. However, the Company has accumulated deficits of € 332,037 at June 30, 2015. As of this date the Group's current liabilities exceeded its current assets by € 159,999.

In view thereof, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to succeed in its future operations that are, to a greater degree subject to seasonality (please also consult the relevant paragraph of this section). The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Due to the fact that in Directors' opinion, the costs of preparation of the duly compiled profit forecasts and estimates exceed by far the limited benefit of the disclosure prospective financial

information for the investors, and the fact that the profit forecasts and estimates if prepared for GATG

are subject to significant economic, competitive and other uncertainties beyond the control of the company;
are illustrative of possible financial outcomes based upon directors' current estimates; but
should not be relied upon as showing financial outcomes that are likely to occur in practice,

no profit forecasts or estimates were included in this Prospectus.

As the Company operates in the highly volatile emerging market of the Republic of Moldova, the interaction of multiple uncertainties may defy structured sensitivity analysis that investors can understand and use to reach meaningful conclusions. This is more likely to be the case since in the current situation there are qualitative as well as quantitative assumptions and there are no reliable indicators of the relative likelihood of departures from the assumptions to be stated in the relevant profit forecasts or estimates. In particular, there are no forecast or estimates showing the expected effect as relates to the principles applicable to a going concern, which contemplates the realisation of assets and liquidation of liabilities in the normal course of business.

Should the afore mentioned risks materialise, the presentation of the financial position of the Company, its financial performance and cash flows may need to be adjusted accordingly and thus have either or both, positive and negative impact.

Risks related to Global Auto-Trade Group PLC Group's geographic presence

The majority of the business is now conducted and, at later stages, may be conducted in markets like Republic of Moldova where the Global Auto-Trade Group PLC may be exposed to social, political and economic instability, among other risks.

In relation to the risks related to Group's geographic presence, the Global Auto-Trade Group PLC operates in Republic of Moldova, which is not a member of the Eurozone.

A depreciation of the local currency of the Republic of Moldova, the leu, could have a negative impact on Global Auto-Trade Group PLC Group's cash flow which are presented in Euros.

Since the Group has succeeded in streamlining its business system to the level of the relevant ISO standards, the risk of dependency on the key personnel can be considered as lying on the minimum level. However, if Global Auto-Trade Group PLC is unable to attract or retain key management personnel and other skilled and creative personnel, the growth could be inhibited as well as Group's business activities harmed.

The costs of doing business have increased and could increase in the future, which may make it more difficult for Global Auto-Trade Group PLC to generate a profit.

GATG depends on its supply chain to provide the Group with the systems, components, and parts that the Company needs to manufacture its automotive products and operate its business.

The Company purchases components and sub-assemblies for its machinery from third party suppliers and while there are several potential suppliers of the components, parts and sub-assemblies for Group's products, Company's management currently choose to use only a limited number of suppliers for several of these components., including its specialized machinery, passenger and goods vehicles, and emergency vehicles. GATG's reliance on a limited number of suppliers involves many risks including:

Potential shortages of some key components;
Disruptions in the operations of these suppliers;
Product performance shortfalls; and
Reduced control over delivery schedules, assembly capabilities, quality and costs.

In addition, at any time, certain suppliers may decide to discontinue production of an assembly, component or raw material that the Company uses. Any unanticipated change in the sources of Group's supplies, or unanticipated supply limitations, could increase production or related costs and consequently reduce margins.

In recent years, a number of these suppliers have experienced severe financial difficulties and solvency problems.

This trend intensified in 2009 due to the combination of general economic weakness, sharply declining vehicle sales, and tightened credit availability that has affected the automotive industry generally. Suppliers may encounter difficulties in obtaining credit or may receive an opinion from their independent public accountants regarding their financial statements that includes a statement expressing substantial doubt about their ability to continue as a going concern, which could trigger defaults under their financings or other agreements or impede their ability to raise new funds.

When comparable situations have occurred in the past, suppliers have attempted to increase their prices, pass through increased costs, alter payment terms, or seek other relief.

In instances where suppliers have not been able to generate sufficient additional revenues or obtain the additional financing they need to continue their operations, either through private sources or government funding, which may not be available, some have been forced to reduce their output, or to shut down their operations.

Such actions would likely increase Company's costs, create challenges to meeting Group's quality objectives, and in some cases make it difficult for GATG to continue production of certain vehicles.

If these relationships were to terminate or be disrupted, Company's business could be disrupted while the Group located alternative suppliers and GATG's expenses may increase.

To the extent GATG takes steps in such cases to help key suppliers remain in business, Group's liquidity would be adversely affected. It may also be difficult to find a replacement for certain suppliers without significant delay.

Even though the Group uses multiple suppliers to acquire a wide range of products guaranteeing the possibility to switch or substitute with no compromise to quality, the costs involved with the Group's business activities require substantial capital expenditure, sometimes far in advance of any opportunity to generate revenue.

Production and marketing costs have generally increased in recent years owing to increased wages and other inflation. In light of these costs to continue increasing, alongside with the goal of offering high-quality products and services which automatically leads to the increase in costs, Global Auto-Trade Group PLC may be unable to continue self-financing of business operations which could have a material adverse effect on the results of operations and financial condition of Global Auto-Trade Group PLC.

Risks relating to interest rates

At the time of this Prospectus, Group's debt obligations include a loan provided by EximBank AO Gruppo Veneto Banca and Euro Credit Bank, at a fixed interest rate.

Notwithstanding the current low concentration levels of debtors, Global Auto-Trade Group PLC's future strategy may involve a high proportion of debt obtained at fixed or variable interest rates. Borrowings with variable interest rates may be subject to increased interest rates. Consequently, a rise in interest rates could diminish or impede the profitability of Global Auto-Trade Group PLC's projects. Global Auto-Trade Group PLC cannot provide any assurance that interest rates will remain stable with regard to loans which may be concluded at variable interest rates.

The incurrence of debt could have a variety of negative effects, including:

default and foreclosure on GATG's assets if Group's operating revenue is insufficient to repay debt obligations;
acceleration of obligations to repay the indebtedness (or other outstanding indebtedness), even if the Company makes all principal and interest payments when due, if the Group breaches any covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
Group's inability to obtain necessary additional financing if the debt security contains

covenants restricting Company's ability to obtain such financing while the debt security is outstanding;

diverting a substantial portion of cash flow to pay principal and interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; and
creating potential limitations on Company's flexibility in planning for and reacting to changes in Group's business and in the automotive industry in which GATG operates.

Any material change in market interest rates could, therefore, have a material adverse effect on the business, financial position or operational results of Global Auto-Trade Group PLC or its ability to achieve stated objectives.

Risks relating to exchange rates

A significant amount of Group's costs, expenditures and liabilities are denominated in U.S. dollars and Euros, including capital expenditures and borrowings, while, most of its future and existing projects are likely to be operated and accounted for in Republic of Moldova's applicable national currency (leu). Global Auto-Trade Group PLC strives, therefore, to generate revenues not only in Euros but also in leu (possibly other currencies). Thus, declining values of local currency, leu, against the U.S. dollar or the Euro could make it more difficult for GATG to repay or refinance Group's U.S. dollar or Euro-denominated debt or purchase equipment and services. The value of Moldovan currency, for example, has declined significantly in response to political and economic issues since December 31, 2013, and may continue to decline. The significant depreciation of the Russian ruble and, in consequence, the Moldovan leu given the historically based ties, against the U.S. dollar in 2014 in particular negatively impacted Company's results of operations and resulted in a foreign currency exchange loss in 2014. Currency fluctuations and volatility may impact our results of operations and result in foreign currency transaction and translation losses in the future. Changes in exchange rates could also impact GATG's ability to comply with covenants under its

debt agreements. Exchange rate risks could harm Company's business, financial condition, results of operations and prospects. Global Auto-Trade Group PLC cannot ensure that it will be able to effectively hedge against these risks.

The same applies to expenses. It cannot be ruled out that Global Auto-Trade Group PLC will generate a growing portion of its revenues or incur expenses in currencies other than Euros.

This gives rise to exchange rate risks, particularly if Global Auto-Trade Group PLC realizes revenues in one currency and related expenses have to be paid in a second currency, resulting in conversion issues. In particular, portions of Company's current and non-current liabilities are denominated in Euro while revenues are generated in the local currency leu. In addition, the preparation of the Group's consolidated financial statements is conducted in Euro, so that a translation risk exists specifically when payments (e.g., dividends) from local companies to the Group are effected in the local currency.

To the extent that Global Auto-Trade Group PLC may affect foreign currency hedges to reduce any such risks, these hedges could be associated with substantial costs.

Similarly, assurances cannot be given that rate-hedging transactions if and when undertaken will sufficiently hedge against exchange rate risks.

If one or more of the aforementioned risks occur, this could have a material adverse effect on Global Auto-Trade Group PLC's financial condition and operational results.

Adverse movements in foreign currency exchange rates and the re-introduction of foreign exchange controls may have a negative impact on Group's business and operational results.

The reporting currency for financial statements is Euro. The Group has its substantial assets, liabilities, revenues and costs in Moldovan leu, and therefore, a currency other than Euro. In order to prepare the consolidated financial statements, the Group has to convert said assets, liabilities, revenue and expenses into Euro at the then applicable exchange rate.

GATG does not generally enter into hedging contracts to limit Group's exposure to fluctuations in the value of the Moldovan leu, or any other currency.

GATG's foreign currency translation reserve, which represents foreign exchange gains and losses arising from the translation of the financial statements of foreign operations for which the functional currency is not the Euro, amounted in 2012 to approx. € 35.000, increasing to € 107.000 in 2013 and dropping to € 67.000 in 2014.

In recent months, foreign currency exchange rates for emerging markets currencies have experienced substantial volatility. Accordingly, the interim figures for 2015 revealed a loss of € 295.000, as compared to the gain of € 82.000 for the corresponding period of the previous financial year.

Consequently, increases and decreases in the value of Moldovan leu versus other currencies, including the Euro, will affect the amount of these items in the consolidated financial statements, even if the original currency value has not changed.

Although fluctuations in the value of the Moldovan leu and other emerging markets currencies are not necessarily correlated, there can be no assurance that GATG's results of operations will not be adversely affected by such volatility, and hence said conversions could result in periodical and significant changes to Group's results of operations.

Risks relating to past and future acquisitions

As part of company's long-term growth strategy, Global Auto-Trade Group PLC may decide to make acquisitions of companies and parts thereof. Subsequently, Global Auto-Trade Group PLC may prove unable to scale its business structure in this growth context while keeping control of project-level business decisions.

Furthermore, acquisition of companies can be associated with substantial investments and carry a high degree of risk. Future acquisitions may be paid for, partially or totally, in advance, or may be paid for in shares, resulting in the possible dilution of existing shareholder interests.

Due diligence of the target company performed prior to purchasing the company or shareholding can often only be carried out to a limited extent or at an unreasonably high cost, meaning that Global Auto-Trade Group PLC cannot assure that it will be able to identify and safeguard against any or all risks associated with such a transaction.

Moreover, the future target companies could be located in countries that do not have the legal, economic, political or cultural framework customary in the EU or with other national characteristics not sufficiently known to Global Auto-Trade Group PLC.

Furthermore, there is a risk that acquired or licensed technologies are not legally valid or of no sufficient value, and that Global Auto-Trade Group PLC, therefore, would not be able to use these as planned, if at all.

Similarly, no assurance can be given that Global Auto-Trade Group PLC will be able to retain or integrate any possible staff members or business relationships (or parts thereof) of the newly acquired companies.

Seen in a long-term perspective, projected growth objectives, concepts to scale down, cost savings or timely, budget-compatible developments, production and distribution goals or other strategic goals may not be realized fully or only to an unsatisfactory extent.

Furthermore, expected synergies may not transpire; the purchase price paid may be too high; contingent liabilities or other unforeseen expenses, including restructuring expenses, may arise.

Thus, Global Auto-Trade Group PLC may not prove successful in its acquisition of companies or parts thereof. A misjudgement of risk or other failures in connection with acquisitions and shareholdings may have a material adverse effect on Global Auto-Trade Group PLC's financial condition and operational results.

Risks associated with possible conflicts of interest

There are conflict of interest risks for companies where Global Auto-Trade Group PLC is the majority shareholder in Autoprezent S.r.l. and Autoprezent

S.r.l.'s subsidiary, Megatest S.r.l., i.e. companies having one or more minority shareholders.

As a result, the GATG is in the position to exercise control over those entities, and will continue to have significant influence over matters requiring shareholders' approval and policy and affairs of its subsidiaries so long as GATG continues to hold a significant amount of the outstanding shares of the Autoprezent S.r.l. The Company therefore has the ability to prevent any transaction that requires the

approval of shareholders, regardless of whether or not Autoprezent S.r.l.'s other shareholders believe that such a transaction is in their own best interests.

It cannot be ruled out that these circumstances may give raise to potential conflicts of interest and/or generate potential claims from the minority shareholders of Company's subsidiaries.

III. LEGAL AND TAXATION RISK

Risks related to changes in laws or regulations

Global Auto-Trade Group PLC and its subsidiaries are subject to laws and regulations enacted by national, regional and local governments in the Republic of Moldova. Compliance with, and the monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. These laws and regulations and their interpretation and application may change from time to time and said changes could have a material adverse effect on Group's business activities and results of operations. Not only are existing local laws and regulations evolving and subject to potentially disparate interpretation by governmental entities, new legislation may be proposed which could have a material impact on Global Auto-Trade Group PLC. Changes to the interpretation of existing laws or the adoption of new requirements could result in the necessity to expend more funds on compliance costs or hinder the business's growth.

Since the Group is incorporated under the laws of the Isle of Man, it cannot be ruled out that difficulties of protecting interests as a shareholder may also arise.

Group's corporate affairs are governed by its Memorandum and Articles of Association and by the Isle of Man Companies Act 2006 (the "Act"). Group's shareholders' rights and the fiduciary responsibilities of the directors under the law of Isle of Man might not be as clearly established as they would have been if the Group had been incorporated under jurisdictional laws where shareholders are resident. Moreover, the Act may provide significantly less investor protection than laws of other jurisdictions. As a Global Auto-Trade Group PLC shareholder, it might be more difficult to protect the interests against actions by the Group's management, directors or controlling shareholders than would a shareholder of a corporation incorporated elsewhere.

Based on other jurisdictional laws, investors may experience difficulties during the serving process, enforcing foreign judgments or bringing original

actions in Republic of Moldova or the Isle of Man against Global Auto-Trade Group PLC, its management or its directors.

Global Auto-Trade Group PLC does not have significant operations outside Republic of Moldova; the majority of its assets as well as Group's directors are located in Republic of Moldova. As a result, it may be difficult for shareholders who are residents of countries other than Republic of Moldova or the Isle of Man to serve process on the Group or its directors, including security law matters. Moreover, where there is no mutual recognition treaty between Republic of Moldova or the Isle of Man and the country in which a shareholder may be resident, it may be difficult for a shareholder to enforce a foreign court judgment against the Group or its directors.

Future legal disputes could have a negative impact on Global Auto-Trade Group PLC.

As part of its ordinary business activities, Global Auto-Trade Group PLC could become involved in legal disputes, the outcome of which is not predictable. If the Company were to become involved in future legal proceedings or had to reach financial settlements with third parties, considerable costs could result. This could have a considerable negative impact on the Company's net assets, financial position and operational results. Weaknesses in local legal system of Republic of Moldova create an uncertain environment for investment and business activities and could have a material adverse effect on Group's business.

Local legal system is still developing a framework to support the market economy.

Moldovan legal system is still largely characterized by inconsistencies between and among laws, presidential decrees, governmental, ministerial and local regulations, orders, decisions, resolutions, etc. There are also substantial gaps in the regulatory structure resulting from delayed adoption or absence of implementing regulations.

The independence of the judicial system and the prosecutor general's office with their immunity from economic, political and other influences have been questioned. The court system is understaffed and underfunded. Judges and courts are generally inexperienced when it comes to business and corporate law.

As is generally true of civil law systems, judicial precedents have little binding effect on subsequent decisions. Republic of Moldova's judicial system can be slow and, in practice, enforcement of court orders can be very difficult. All of these factors make judicial decisions in Republic of Moldova difficult to predict and effective redress uncertain. Moreover, any of these weaknesses could affect Group's ability to enforce Group's rights, contracts or to defend ourselves against claims by others. There is no assurance of regulators, judicial authorities or third parties not challenging Group's compliance with applicable laws, decrees and regulations.

Global Auto-Trade Group PLC may be adversely affected if its tax status changes or if relevant tax authorities challenge any aspect of the Group's structure.

GATG, as a company incorporated pursuant to the laws of Isle of Man, the Company currently intends to ensure that it benefits from a 0% Manx corporate tax rate (as long as it is available) and to conduct its affairs in such a manner that is not detrimental to maintain the status required for a 0% corporate tax. However, if such tax rate changes or the Company's tax residence is successfully challenged by the Manx and/or other relevant tax authorities, the Company may incur additional tax liabilities which could adversely affect its business, financial conditions and operational results.

Tax risks linked to special tax regimes

Global Auto-Trade Group PLC is subject to tax in the Republic of Moldova, as the country in which it operates. In some cases, a special tax regime might be applicable, leading to a lower tax burden on the Group level. The basic principle is that the Group distributes most of its income, which is subsequently taxable at the shareholder level. If

and to the extent Global Auto-Trade Group PLC opts to make use of such system, it will be obliged to meet the conditions linked to the respective system. Global Auto-Trade Group PLC is subject to Moldovan and the Isle of Man tax regimes enabling the Group to benefit from a corporate income tax exemption provided it meets the applicable conditions in both jurisdictions.

GATG calculates and provides for income taxes in Moldova, being the tax jurisdiction in which the Group operates. Tax accounting often involves complex matters and requires Group's judgment to determine its worldwide provision for income taxes and other tax liabilities.

Tax authorities may in the future disagree, with Group's judgments, or may take increasingly aggressive positions opposing the judgments GATG makes, including with respect to Group's intercompany transactions.

Group's management regularly assesses the likely outcomes of GATG's audits to determine the appropriateness of its tax liabilities. However, the judgments concerned might not be sustained as a result of these audits, and the amounts ultimately paid could be different from the amounts previously recorded.

In addition, Company's effective tax rate in the future could be adversely affected by the expiration of current tax benefits, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.

Tax rates in the Republic of Moldova may change as a result of macroeconomic or other factors outside of Company's control.

In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, may be unpredictable, particularly in such jurisdictions as the Republic of Moldova, and could become more stringent, which could materially adversely affect GATG tax position.

Furthermore, the Group could be materially adversely affected by future changes in tax law or policy in the Isle of Man or the Republic of Moldova. These changes could be exacerbated by economic, budget or other challenges facing

Moldova. If Global Auto-Trade Group PLC does not respect these conditions, it would be liable to standard corporate income tax and may be subject to significant corporate income tax recaptures and to additional corporate income tax charges, which would have a negative impact on its business activities and its results.

Finally, Global Auto-Trade Group PLC remains exposed to changes in the tax rules that are currently in force.

Risks Relating to Legal Relationships with Related Parties

Global Auto-Trade Group PLC has maintained in the past and it cannot be ruled out that it will continue to maintain business and legal relationships for its business operations with companies which are related to the Company and/or any of its board members identified further below in the section titled "Corporate Bodies and Management".

As a result of the previously existed or future business relationships between Global Auto-Trade Group PLC and related parties, potential conflicts of interest and dependencies may exist.

Conflicts between the interests of the Company on the one hand and the interests of persons or companies related to the Company on the other hand may be resolved to the detriment or, contrarily, to the advantage of Global Auto-Trade Group PLC and could possibly lead to the conclusion of contractual terms and conditions which might be disadvantageous and/or advantageous to the Company.

There is a risk as to contracts and related-party relationships that the contractual terms and conditions are not in line with market standards and may instead diverge from market standards to the Company's detriment or on the other hand, to Company's advantage.

Risks relating to the Isle of Man

Furthermore, it has to be taken into account that the registered office of the Company is in the Isle of Man. Therefore, with regard to the legal and court system specific risks might realize. The Isle of

Man's legal system is an ordinary law system. The Island's own legislature legislates for the Island.

In many respects, the principles of law are similar to English principles. In areas particularly relevant to international business the Island's legislation is considerably different from that of England; this is so in the area of company law, employment law, tax law, the law of trusts, the law regulating insurance activities, collective investment schemes and financial services and the law relating to shipping and aircraft registration.

The Isle of Man has its own system of courts, with a High Court and a Court of Appeal. Appeal ultimately lies to the Judicial Committee of the Privy Council. All in all, an investor might face difficulties to enforce his rights in the Isle of Man.

Risks relating to liability claims and litigation

There are no current or pending lawsuits against the company.

Global Auto-Trade Group PLC may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business.

Company's business is subject to the risk of litigation involving current and former employees, clients, business partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through filing individual complaints, whistleblower claims, administrative proceedings, regulatory actions or other forms of litigation. Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can be time-consuming and divert management's attention and resources.

The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, penalties or injunctive relief against the Group.

Any claims or litigation, even if fully indemnified or insured, could damage Company's reputation and

make it more difficult to compete effectively or to obtain adequate insurance in the future.

For example, GATG could be subject to significant legal liability and litigation expense if the Company fails to meet its contractual obligations, contributes to internal control deficiencies of a client or otherwise breach obligations to third parties, including clients, business partners, employees and former employees, and other parties with whom the Company conducts business, or if GATG’s subcontractors breach or dispute the terms of Group’s agreements with them and impede Company’s ability to meet its obligations to the clients.

GATG may enter into agreements with non-standard terms because the Company perceives an important economic opportunity or because its personnel did not adequately follow Group’s contracting guidelines.

In addition, the contracting practices of competitors, along with the demands of increasingly sophisticated clients, may cause contract terms and conditions that are unfavorable to the Group to become new standards in the marketplace.

GATG may find themselves committed to providing services or deliver the products that the Group is unable to deliver or whose delivery will reduce Company’s profitability or cause financial loss. If GATG cannot or do not meet its contractual obligations and if Company’s potential liability is not adequately limited through the terms of their agreements, liability limitations are not enforced or a third party alleges fraud or other wrongdoing to prevent the Group from relying upon those contractual protections, the Company might face significant legal liability and litigation expense and Group’s results of operations could be materially adversely affected.

In addition, as the Group expands its range of services and products into new areas, such as new assembly lines, the Group may be exposed to additional operational, regulatory or other risks specific to these new areas.

While the Group maintains any mandatory insurance for certain potential liabilities as prescribed by the Moldovan legislation, such insurance does not cover all types and amounts of potential liabilities, is subject to various exclusions as well as caps on amounts recoverable, and significantly differs from requirements imposed on insurance coverage upon EU and/or other laws or customary in those jurisdictions.

Even if GATG’s management believes a claim is covered by insurance, insurers may dispute Group entitlement to recovery for a variety of potential reasons, which may affect the timing and, if they prevail, the amount of Company’s recovery.

Global Auto-Trade Group PLC cannot exclude that a claim for damages may be raised which would adversely affect the income of Global Auto-Trade Group PLC.

IV. RISKS RELATING TO THE SHARES, THE OFFERING AND THE SHAREHOLDER STRUCTURE

1. SHARE-RELATED RISK

Global Auto-Trade Group PLC is not subject to Europe-wide transparency standards.

Global Auto-Trade Group PLC shares are neither admitted to trading on the regulated market nor are they included in trading on the regulated market. Thus investment decisions based on this company's shares bear high risks. Investors must be aware that available information on the company may be non-existent or insufficient and the risk this entails. Consequently, there is a strong risk that the situation and development of Global Auto-Trade Group PLC, and subsequently its substance and value, cannot be correctly assessed.

The Group may not generate sufficient earnings to pay future dividends.

The Company does not currently intend to declare or pay any cash dividends to shareholders for the financial years ending December 31, 2011 through 2014.

Such dividends would be subject to market conditions, Group's capital requirements, liquidity position, financial performance, expansion plans, Isle of Man requirements and/or other relevant considerations.

Thereafter, the board of directors will review Group's dividend policy which is subject to mandatory statutory requirements of passing the Solvency Test and management sole discretion. Hereby it cannot be assured that the latter will be exercised in the manner to which all shareholders of the Company will agree.

The dividends, if declared, may vary from year to year. It is likely that the Group will not, however, generate sufficient net profits to provide distributable reserves in the future.

The declaration, timing and payment of cash dividends in the future, if any, will be at the

absolute discretion of the board of directors, taking into account the level of Group's distributable reserves and the foregoing considerations.

In addition, as required by the law of Isle of Man, dividends may be made only if upon payment the value of company's assets exceeds its liabilities and the Company is able to pay its debts when due.

Accordingly, it should not be relied upon receiving dividend income from the shares; any return on an investment in the shares may depend entirely on the possibility of future appreciation of their value, which cannot be assured.

Movements of the share prices

Global Auto-Trade Group PLC cannot predict the extent to which investor interest in its shares will lead to the development of a market in the shares or the extent to which this market will be liquid.

As a consequence, investors may find that the shares cannot be resold at a price higher than the purchased prices or that they cannot be resold at all. In the absence of a trading market, an investor may be unable to liquidate their investment resulting in a total investment loss.

Global Auto-Trade Group PLC's share prices could be highly volatile and could be affected by events impacting Global Auto-Trade Group PLC, its competitors or the financial markets in general.

For example, the prices of Global Auto-Trade Group PLC's securities could fluctuate significantly in response to various factors and events which could include variations in Global Auto-Trade Group PLC's financial results or its competitors from one accounting period to another; differences between Global Auto-Trade Group PLC's financial or operating results and those expected by investors and analysts; changes in analyst recommendations or forecasts; changes in

general market conditions or in the economic environment; market fluctuations; the promulgation of new laws or regulations or changes in the interpretation of existing laws and regulations relating to Global Auto-Trade Group PLC's business.

Global Auto-Trade Group PLC could change its dividend distribution policy.

With a general decrease in the automotive market resulting in a lack of sufficient distributable profits, Global Auto-Trade Group PLC could be obliged to pay all or part of its dividends by drawing on its reserves or premiums. It could also be obliged to modify the frequency of dividend distributions. It is also possible that no dividends are paid.

Future corporate action and the exercise of share options could lead to a considerable dilution of Global Auto-Trade Group PLC's existing shareholders.

The implementation of Global Auto-Trade Group PLC's growth plans means that considerable capital and capital expenditure will continue to be required. The Company may still implement corporate action, either with or without preemptive rights for existing shareholders. The creation of further equity, the possible exercise of share options under share option programs, if and when introduced, the exercise of share options and convertible bonds that may still be issued, the acquisition of other companies or shares in other companies using shares in the Company that may still be issued, and other corporate action may lead to a significant dilution of shareholder investments.

The prices of the shares could differ from the net asset value per share.

The prices paid for by interested investors for share acquisition could exceed a future pro rata net asset value. There is, therefore, a risk that share prices could imply a business valuation that might not be realistic or possible for Global Auto-Trade Group PLC to realize. As such, the share prices could be below a future pro rata net asset value. Thus, there is a risk that investors might not

be able to realize a future pro rata net asset value when shares are sold.

Global Auto-Trade Group PLC cannot provide any assurance that it will not issue additional ordinary or preferred shares and/or options or warrants to purchase those shares, under circumstances it may deem to be appropriate at the time.

The issuance of additional shares of ordinary stock, or options or warrants to purchase those shares, would dilute proportionate ownership and voting rights of shareholders. The issuance of shares of preferred stock, or options or warrants to purchase those shares, could negatively impact the value of ordinary stock as the result of preferential voting rights or veto powers, dividend rights, disproportionate rights to appoint directors to Group's board, conversion rights, redemption rights and liquidation. The board may generally issue ordinary and preferred shares, which are authorised under Isle of Man Companies Act 2006 but not yet issued, or options or warrants to purchase such shares, without further approval by shareholders and based upon such factors that the board of directors may deem relevant at that time. Any preferred shares the Company may issue shall have such rights, preferences, privileges and restrictions as may be designated from time to time by the board of directors, including preferential dividend rights, voting rights, conversion rights, redemption rights and liquidation provisions.

Adverse global conditions could negatively affect the outlook of the Company's operations and negatively impact the share prices, thereby affecting the prices for which the shareholders could sell their shares.

Adverse conditions in the local, regional, national and global markets could negatively affect operations, and may continue to negatively affect operations in the future and could negatively impact Global Auto-Trade Group PLC's ability to access financing. During periods of economic downturn, revenues may decrease while costs remain fixed or even increase, resulting in decreased earnings.

Global Auto-Trade Group PLC's business will likely be negatively affected by any economic downturn. Even an uncertain economic outlook may adversely affect the Company's financial condition.

The prices for the Company's shares may fall as investors anticipate such effects and sell their shares.

2. RISKS RELATED TO THE OFFERING

Investors should be prepared and able to hold the shares indefinitely.

There is no assurance that an active, liquid market in the shares will develop and be sustained. The lack of an active market may greatly impair shareholder's ability to sell shares at the time (s)he wishes to sell them or at a price that (s)he considers reasonable. Accordingly, an investment in securities such as the offered shares carry a substantially higher degree of risk than an investment in shares with an active, liquid market. Share investors should be prepared and able to hold illiquid securities for an indefinite amount of time. The lack of an active market for the shares will also make it difficult to ascertain fair market value. There is no assurance that future prices and/or the fair market value of the shares will be higher than the prices at which investors might buy them in the Offering. As a result, investors may not realize any capital appreciation in the shares and may in fact lose 100% of their investment.

Investors may be unable to sell the shares at or above the offered price. There is no assurance that an investor in the offered shares will be able to locate other investors who are willing to purchase the offered shares at a price equal to or above the offered price or at all. Investors in Global Auto-Trade Group PLC's offered shares, therefore, should be willing to indefinitely bear the economic risk of their investment and to withstand a total loss of the share's value. Company have not registered, nor will Company register, the offered shares under the US Securities Act.

Investors in the Offering will have no pre-emption rights and their interest in the Company might be diluted if they are not able to participate, or elect not to participate, in future issuances of shares or by means of other corporate action.

Group's directors and officers have broad discretion over the use of the Offering net proceeds and may not apply the net proceeds effectively or in ways with which prospective investors agree.

Furthermore, Group's directors and officers have broad discretion over the allocation and use of net proceeds from the Offering.

Currently, it is anticipated that the Group may use the net proceeds of the Offering to finance the expansion of its business.

These expansion proposals and any other proposals which Company's directors and officers may consider in the future may represent a departure from Group's core business or an area in which the Company has limited or no management experience.

Prospective investors will not have an opportunity, as part of their investment decision, to assess whether the net proceeds received by the Company are being used appropriately.

There can be no assurance that Group's directors and officers will apply the net proceeds from the Offering effectively or that the net proceeds will be invested to yield a favourable return.

3. RISKS RELATED TO THE SHAREHOLDER STRUCTURE

Major shareholders, whose interests may be different to those of other shareholders, could exercise considerable influence over the Company.

Individual shareholders of Global Auto-Trade Group PLC hold or may hold significant proportions of the outstanding shares. The possibility cannot be ruled out that the shareholder interests will be in conflict with other investors' interests. Given the size of their investment, some shareholders could be in a position to exercise considerable influence over the annual meeting and, consequently, also over resolutions submitted to the annual meeting for approval (for example, regarding appointment of directors or the distribution of dividends).

Depending on the Company's annual shareholder meeting attendance, they could also even be in a position to bring about the approval of resolutions that require 50% or 75% of the voting capital represented at the annual meeting.

Resolutions of this kind include, for example, corporate action such as capital increases (including the disapplication of pre-emption rights), conversion decisions, such as mergers and changes in legal form, or other commitments for the Company, such as e.g. payment of bonuses to management including the amount of the bonuses concerned.

Global Auto-Trade Group PLC's CEOs, Mr Cebasev and Mr Popa, will, even after all Offer Shares have been placed, indirectly (through Reva Finance Ltd. and Prime Assets Group Ltd.) hold the absolute majority in the Company's share capital and voting rights.

Through their shareholdings, Mr Cebasev and Mr Popa will be in a position, irrespective of the voting behaviour of other shareholders, to exercise considerable influence at the General Shareholders' meetings and consequently over decisions regarding measures which are presented for a vote at the General Shareholders' meetings (including the election of the Board, the approval of important capital measures or other commitments).

There are no prevention measures in place limiting Mr Cebasev's and Mr Popa's influence through their voting rights as the majority shareholders.

In particular, there are no statutory provisions limiting the powers of majority shareholders at the general meetings to pass a resolution that is likely to give certain shareholders or others an undue advantage over other shareholders.

In addition, the management is not aware of any provisions under the laws of Isle of Man to limit or eliminate the obligation of the management to comply with any resolution passed by the general meeting if that resolution is invalid or contravenes the laws or the company's articles of association.

Moreover, the members of management are not precluded by law from entering into any transaction that is clearly capable or providing certain shareholders or others with an undue advantage over other shareholders.

Therefore, Directors' interest as major shareholders could conflict with their duties as CEOs to act in the best interest of the company and/or interests of other shareholders and they could exercise influence over the Company to the detriment of the Company and/or other shareholders, which could have material adverse effects on the business, financial condition, and results of operation of Global Auto-Trade Group PLC.

Moreover, the Articles of Association do not contain regulations on the mission and the objectives of the company.

In addition, under Companies Act 2006 there is no obligation for the company for its objectives clause to be contained in Company's constitutional documents.

Therefore, it is under the discretion of the management to determine Company's purpose.

At present, management holds - directly or indirectly - 89.97% of Group's shares issued and outstanding and 95.62% of voting rights.

Consequently, it cannot be ruled out that at any time, the management is in the position to change the purpose of the company in such a manner it considers appropriate which might not necessarily be in line with the interests of the remaining shareholders.

THE OFFERING

I. SUBJECT MATTER OF THE OFFERING

The legal and commercial name of the issuer is Global Auto-Trade Group PLC.

The offering concerns Global Auto-Trade Group PLC offering to sell 1,666,667 new ordinary shares carrying the ISIN IM00BYY03G00 in a public offering in Denmark, Germany and the United Kingdom ("UK").

The shares are each vested with full dividend rights for the financial year 2015.

The shares are denominated in EUR.

Each ordinary share offered grants one vote in the Company's General Meeting.

On March 24, 2014 the Directors were authorised by the extraordinary meeting of shareholders to issue Offer Shares. On October 30, 2015 Directors of the Company resolved to issue Offer Shares within 2 days upon acceptance of the Subscription Application by the Company.

II. TERMS AND CONDITIONS OF THE OFFERING, TIMELINE

1. APPLICABLE LAW AND JURISDICTION

The Offering will be governed by and the Offer Shares will be issued under the laws of Isle of Man, Denmark, Germany and UK.

Any dispute that may arise as a result of the Offering shall be brought before the Isle of Man, Danish, German or English courts of law.

The Prospectus has been prepared in compliance with the standards and requirements of Danish law. The Prospectus will be passported to Germany and UK in accordance with the provisions of the Prospectus Directive as implemented in German Wertpapierprospektgesetz and UK Financial Services and Markets Act 2000 (as amended).

2. EXPECTED TIMELINE, OFFER PERIOD AND SUBSCRIPTION PROCESS

Prospectus Date	December 4, 2015
Offer period begins	December 15, 2015
Offer period ends	December 3, 2016
Publication of the results of the Offering	No later than December 10, 2016

On March 24, 2014 the Company authorised its Directors to issue the Offer Shares.

The offering is valid from December 15, 2015 until December 3, 2016 (the "Offer Period").

During this time, the Offer Shares are offered to all categories of investors to whom the securities may lawfully be offered.

In order to subscribe for the Offer Shares, each investor has to make a subscription application offer (containing a binding undertaking to pay the cash consideration due for the number of Offer Shares applied for, subscriber's trading account details for receipt of uncertificated shares and/or delivery address for certificated shares) to the Company, using the "Subscription Letter" Form provided in the section "Subscription Letter" and addressed to the Escrow Agent of the Company. The subscription offer by the investor is irrevocable, therefore, the withdrawal of the subscription is not possible.

The Company has the right to accept, in whole or in part, in Company's sole discretion, any lesser amount than the number for which an Offeree has subscribed. The subscription offer becomes binding on the Company immediately upon acceptance by GATG.

Upon receipt of (i) a validly executed Subscription Letter, (ii) the payment of the subscription amount due and (iii) proof of compliance with the current KYC/AML requirements, the Company will accept or reject subscriptions within 10 business days. As far as rejected, the Company will instruct the respective subscription amount to be returned within 3 business days.

There is no express notification process to applicants whose subscription application has been accepted.

There is no book building period and therefore, a withdrawal of the subscription is technically impossible.

The Offer Period can be shortened by the issuer arbitrarily without giving any reasons.

The offering in the UK and Germany will be conducted through a duly authorised marketing campaign using advertisements in the UK and Germany, e.g. in the Financial Times, the Economist, the FAZ, the Handelsblatt and other suitable print and online publications.

It is expected that the campaigns starts within two weeks from the Prospectus date.

The amount and result of the offer will be published on Company's website as an ad-hoc-disclosure within ten business days after the end of the Offer Period.

3. OFFER PRICE

All 1,666,667 Offer Shares are offered to potential investors at a final offer price of € 3.00 per share ("Offer Price"). The Offer Price is disclosed in the Subscription Letter.

As at the date of this Prospectus, there is no established and/or liquid market for the securities, the Offer Price is set on a multiple criteria method, based on a DCF analysis and a peer group analysis. In particular, the following criteria were applied:

Taking in consideration GATG's current and future trading positions, as well as the prevailing market conditions for the unique nature of this business, as of the date of this document the fair market value of the Global Auto-Trade Group PLC is estimated at approx. € 12,172,338 resulting in a value per share of € 3.00.

The standard of value used is Fair Market Value defined as the price, expressed in terms of cash equivalents, at which the business would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm's length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

In estimating the value of GATG's business, the Directors considered the Asset, Income and Market Approaches.

The following methods were considered under each approach:

Asset Approach
Adjusted Book Value
Income Approach
Capitalisation of Earnings
Net present value of future earnings (discounted cash flow)
Market Approach
Price to Earnings based on a peer group analysis

Relying on their experience, Directors have set the above criteria for determining the offer price and have applied a weighted average selected from all methods' results to arrive at their conclusion of the estimated Fair Market Value.

Company's Directors are formally responsible for the determination of the offer price.

There is no difference between the current public offering price and the effective cash costs available to members of the administrative, management and supervisory bodies, or senior management, or affiliated persons during the past year preceding the date of this prospectus. There are no rights of these persons to acquire Shares at a disparity to the Offer Price.

DELIVERY AND SETTLEMENT OF THE OFFER SHARES

The Offer Shares will be in registered form and will be issued in certificated and/or uncertificated form pursuant to the information provided by subscribers in the Subscription Letter.

The Registrar will be responsible for maintaining the share register. The name and address of the Registrar are specified in the section "General Information on the Company", subsection VI "Transfer agent" below.

Temporary documents of title will not be issued. The ISIN of the ordinary shares is IM00BYY03G00.

The share certificates will be issued and arranged for the delivery to the address specified by the subscriber in the Subscription Letter. Expected time to delivery is no more than 10 business days from the time of acceptance by the Company.

If shares are issued in uncertificated form, the Company expects delivery of uncertificated shares within 10 business days from the time of acceptance by the Company if delivered to an account in the UK, no longer than 15 business days to accounts outside the UK. Such shares will be transferred electronically only by means of CREST.

CREST constitutes a paperless share settlement system and system for the holding of shares in uncertified form in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations 2001).

We have obtained the information in this section concerning Euroclear, and the book-entry system and procedures from the publicly available sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash.

Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank SA/NV (the "Euroclear Operator") under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").

All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law.

These Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.

The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Under Belgian law, the Euroclear Operator is required to pass on the benefits of ownership in any interests in securities on deposit with it, such as dividends, voting rights and other entitlements, to any person credited with such interests in securities on its records.

5. BROKERAGE FEE

The issuer does not charge the investor any fees.

6. CURRENCY

The Offer Shares are denominated in Euro.

EXCHANGE CONTROL REGULATION IN DENMARK

There are no governmental laws, decrees or regulations in Denmark that restrict the export or import of capital (except for certain investments in areas in accordance with applicable resolutions adopted by the United Nations and the European Union), including, but not limited to, foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of the Offer Shares. As a measure to prevent money laundering and financing of terrorism, persons travelling into and out of Denmark carrying amounts of money (including, but not limited to, cash and travellers cheques) worth the equivalent of EUR 10,000 or more must declare such amounts with the Danish Customs Authority when travelling into or out of Denmark.

7. GENERAL ALLOTMENT CRITERIA

The shares may be offered to all potential investor categories. No classification will be made according to different investor types or different tranches in connection with the Offering.

A preferential treatment accorded to certain classes of investors will not take place. An over-allotment facility does not exist. Potential investors may submit multiple subscription applications at the same time. Existing shareholders have no preemption rights towards the Offer Shares. There is no claw-back.

Given the intention of the Company to make a public offering in Denmark, Germany and the UK, it is expected that Offer Shares will be distributed to the public in these countries within a short period.

Therefore, 1,666,667 Offer Shares, representing 29.37% out of the total amount of then 5,674,113 (100%) ordinary shares issued and outstanding of the Company or 29.12% out of the total aggregate amount of 5,724,113 (100%) ordinary and preferred shares issued and outstanding will be distributed to the public.

Consequently, the Offer Shares will represent at least 25 per cent of the subscribed capital represented by the ordinary shares to be held in the hands of the public.

To the extent known to the Company at the Prospectus date, major shareholders and/or members of Company's management, supervisory or administrative bodies do not intend to subscribe in the offer.

Company's management does not know of any person or persons who intend to subscribe for more than 5% of the Offer Shares.

The offer can be revoked and suspended unconditionally at any time. The minimum amount of application is 1 Offer Share, and the maximum amount is 1,666,667 Offer Shares. The Offer is coordinated by the Company. To the extent known to the Company, at the date of this Prospectus there are no placers in Danmark, Germany or UK.

III. GENERAL AND SPECIFIC INFORMATION ON THE SHARES

1. VOTING RIGHTS

Each ordinary share confers one vote; each preferred share confers 100 votes at the General Shareholder’s Meeting of the Company.

There are no limitations to the voting rights. All ordinary shares and all preferred shares confer the same voting rights within their class

2. DIVIDEND ENTITLEMENT

The offer shares are vested with full dividend rights for the financial year 2015. There are no restrictions or any special procedures in place as regards dividend entitlements for non-resident holders.

3. FORM AND CERTIFICATION OF SHARES

The Offer Shares will be issued as € 0.10 par value ordinary shares, in certificated and/or in electronic (uncertificated) form at the discretion of the subscriber as accepted by the Company.

For additional details please refer to the heading 4 “Delivery and settlement of the Offer Shares” in the subsection II “Terms and conditions of the Offering, Timeline” of section “The Offering” above.

4. ISIN

International Securities Identification Number (ISIN) for the shares of the Company is IM00BYY03G00.

5. TRANSFERABILITY, CONVERSION RIGHTS

The shares are freely transferable in accordance with Group’s Articles of Association and applicable legal requirements.

There are no restrictions with respect to the disposal, redemption or transferability of the shares for investors in the Offering immediately or later after the purchase.

There are no conversion rights attached to the Offer Shares.

IV. MARKET PROTECTION AGREEMENT / SELLING RESTRICTIONS (LOCK-UP)

There are no market protection and/or lock-up agreements.

V. ADMISSION TO TRADING AND LISTING

PLACE OF LISTING

On March 17, 2014 Company's existing shares were quoted and admitted to trading on the MTF of the GXG Markets' Main Quote trading segment under the ISIN code: IM00BYY03G00.

As per the announcement dated of July 6, 2015, GXG Markets A/S communicated its decision to relinquish its Danish Market Operator licenses and in consequence, all securities admitted to trading within the GXG Marketplace were transferred to the "Observation list" with the effect from July 7, 2015 due to the planned market closure scheduled for August 18, 2015, whereby securities on the observation were not subject to any restrictions and trading in the securities continued as usual until seizure of GXG Markets' operations.

Within the scope of MiFID, GXG Markets' Main Quote segment fell under the definition of a multilateral trading facility and thus, did not constitute a regulated market within the meaning of the directive.

At the date of the Prospectus, Company's shares are neither listed on a regulated market, nor quoted elsewhere. At the date of the Prospectus, the Company does not intend to lodge an application for admission to trading, with a view to distribution of Shares in a regulated market or any other equivalent market.

MARKET MAKER AGREEMENT

The Company has not entered into any market maker agreement.

STABILIZATION MEASURES, GREENSHOE AND DESIGNATED SPONSORING

No greenshoe is being used by the company.

There are no stabilization measures available. Since Company shares are not admitted to trading,

there are no dealing arrangements nor has Company assigned a designated sponsor.

REASONS FOR THE OFFERING, USE OF PROCEEDS, COSTS AND INTERESTS OF THIRD PARTIES INVOLVED IN THE OFFERING

I. REASONS FOR THE OFFERING

Global Auto-Trade Group PLC's reasons for this offering are to use the proceeds from the capital increase for accelerating its growth through increase in its range of products and services, expansion into new markets, as well as strengthening its position on the domestic market, and enhancement of its technological and specialist resources.

II. USE OF PROCEEDS

The company expects to raise a gross amount of € 5,000,001 from the 1,666,667 shares, having already covered € 150,000 for expenses for the offering.

However, the Company and Swiss International Finance Group (SIFG) entered into an Investment Banking and Consulting Agreement dated 22 September 2012 pursuant to which Swiss International Finance Group has agreed to coordinate the Admission and provide introductions to investors and instruct and make

payments to professional advisors in respect of the capital raising efforts.

The lump sum amount of € 60,000.00 remains unpaid as of the date of this prospectus, which is conditional on the achievement of further steps of the deliverables agreed upon. Furthermore, the Company has agreed to pay a variable amount of commission ranging from 15% to 12% dependent on the amount of the capital raised the calculation of which is exemplified in the following table:

tranche	amount raised, €	commission, %	commission, €
1	2,000,000	15%	300,000
2	750,000	14%	105,000
3	750,000	13%	97,500
4	1,500,001	12%	180,000
total	5,000,001		682,500

Therefore, assuming a gross amount of € 5,000,001 to be raised, the net proceeds amount will be € 4,317,501.00.

The raised capital will be used to facilitate growth of the existing business, rather than fund new operations that may carry a higher level of risk. The use of net proceeds of the offer will be utilized as set out below:

Use of Net Proceeds	Value, €
Enhancement of goods turnover	2,317,501.00
Repayment of credit debt	2,000,000.00
TOTAL	4,317,501.00

The company plans to decrease the indebtedness by € 2 million. Further approx. € 2.3 million of the net proceeds are intended to serve for increase of working capital and enhancement of goods turnover partially related to the expansion measures. Proceeds will be used, first, to partial reduction of the credit debt, and second, towards the enhancement of the goods turnover.

A breakdown of the Use of Proceeds is detailed below:

REPAYMENT OF CREDIT DEBT

The amount of € 2,000,000 will be used to partially liquidate the outstanding bank loan.

The amount provided will be used to partially pay off the loan and cover any outstanding interest to strengthen the company's cash flow position and overall profitability by means of reducing the corresponding financing expenses by up to € 400,000.

ENHANCEMENT OF GOODS TURNOVER

Increase of working capital to the amount of approx. € 2.3 million will allow for the Company to strengthen and enhance its liquidity, solvency and expand its range of products and services to meet growing market demands.

Having already acquired a market share of approx. 3% in the segment of selling of spare parts, the Company aims to further expand its market share and, thus, increase its revenue in this high margin segment by offering a wider range of new articles of spare parts and accessories for vehicles.

The established market position of the Company is to be attributed to a wide range of standardised and bespoke offerings which requires the availability of a wide range of products in stock and an additional amount of working capital for realization of specified orders in a timely manner.

III. DIVIDENDS POLICY AND EARNINGS PER SHARE

The Company has, since its incorporation to date not declared or paid any dividends, and the Company currently intends to retain all available financial resources and any earnings generated by its operations for use in the business and the Company does not anticipate paying any dividends in the foreseeable future.

The payment of any dividends in the future will depend on a number of factors, including future earnings, business needs in terms of working capital requirements, financial condition and future prospects, applicable restrictions on the payment of dividends under laws of Isle of Man and other factors that the Board of Directors may consider relevant.

The Company's dividends, if declared, will be paid in EUR to the shareholder's account set up in CREST, or if shares are in certificated form only, by wire transfer pursuant to the transfer instructions made for that purpose.

See Section "Taxation" for a non-exhaustive summary of certain tax consequences in respect of dividends or distributions to holders of Offer Shares.

CAPITALIZATION AND INDEBTEDNESS

I. CAPITAL RESOURCES

The table below shows the Group's capital resources as at June 30, 2015.

IN €	June 30, 2015
Cash and cash equivalents	36,219
Securities	0
Credit facilities	0
TOTAL CAPITAL RESOURCES	36,219

The Group's primary resources of cash funds are cash flows from operations, bank loans and other debt financing. Bank overdrafts are included in borrowings in current liabilities in the consolidated statements of financial position. At June 30, 2015, the Group's cash and cash equivalents totalled to € 36,219.00, there are no undrawn credit lines and no credit facilities.

For a description of the Group's cash flows, please consult subsection VI "Financial Analysis of Consolidated Cash flow Statement" of the section "Management discussion of the operational performance of the business and the analysis of its

financial condition" below. For a description of the Group's loans, please see note 21 to the financial statements for the period ended June 30, 2015 in the Financial Section of this Prospectus.

The GATG's total interest bearing debt at June 30, 2015 was € 3,692,571, of which € 789,968 was short-term debt and € 2,902,603 was long-term debt.

No restrictions are deemed to exist on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, GATG's operations. However, Group's capital resources are subject to influence by a number of factors, including the matters described under the section "Risk factors" and in particular, the risks associated with currency and exchange rates. As a result, GATG may in the future require additional capital and may seek to obtain further financing through various measures including different forms of debt, and equity capital.

II. STATEMENT OF CAPITALIZATION AND INDEBTEDNESS

The data presented below shows the capitalization of Global Auto Trade Group as of October 31, 2015, in Euro. The data as of October 31, 2015 are unaudited and have been prepared in accordance with the International Financial Reporting Standards (IFRS). The capitalization of Global Auto Trade Group will change as a result of the net proceeds obtained in the offering:

STATEMENT OF CAPITALIZATION AND INDEBTEDNESS
Current debt
- Guaranteed	0
- Secured^{i}	970,170
- Unguaranteed/Unsecured	0
Total	970,170
Non-current debt (excluding current portion of long-term debt)
- Guaranteed	0
- Secured^{ii}	2,806,911
- Unguaranteed/Unsecured	0
Total	2,806,911
Shareholder's equity:
a. Share capital^{iii}	450,789
b. Legal Reserve	0
c. Other	2,477,638
d. Reserves - Retained Earnings	(1,395,346)
Total	1,533,081
NET INDEBTEDNESS IN THE SHORT-TERM AND IN THE MEDIUM LONG-TERM:
---	---
A. Cash	39,226
B. Cash equivalent (detail)	0
C. Trading securities	0
D. Liquidity (A) + (B)+(C)	39,226
E. Current financial receivable^{iv}	151,294
F. Current bank debt^{v}	0
G. Current portion of non-current debt	970,170
H. Other current financial debt	244,805
I. Current financial debt (F)+(G)+(H)	1,214,976
J. Net current financial indebtedness (I)-(E)-(D)^{vi}	1,024,456
K. Non-current bank loans	2,806,911
L. Bonds issued	0
M. Other non-current loans	0
N. Non-current financial indebtedness (K)+(L)+(M)^{vii}	2,806,911
O. Net Financial Indebtedness (J)+(N)^{viii}	3,831,367

i. Secured by a lien on the assets of the business
ii. Secured by a lien on the assets of the business
iii. Share capital represents the issued Share Capital of Global Auto-Trade Group PLC and is of € 0.10 par value
iv. Current Financial Receivables are financial assets as defined in IAS 32.11 which are expected to be recovered within twelve months after the balance sheet date (except for cash and cash equivalents disclosed under liquidity)

v. Current financial liabilities as defined in IAS 32.11 which are expected to be recovered or settled no more than twelve months after the balance sheet date
vi. Current financial liabilities less Current Financial Receivables less Liquidity
vii. Non-Current financial Liabilities as defined in IAS 32.11 which are expected to be recovered or settled more than twelve months after the Balance sheet date
viii. Net current financial indebtedness plus non-current financial Liabilities

No indirect and/or contingent indebtedness was incurred by the Company. The equity of € 450,789 is fully paid in.

III. WORKING CAPITAL

The Directors of GATG PLC are of the opinion that at the date of the Prospectus, Company's working capital is sufficient to meet Group's present requirements, that is any payment obligations due at the time of this prospectus and such that will become due at least within the next 12 months as of the date of this prospectus.

Management have taken into consideration a wide range of variables and information in reaching these conclusions covering the working capital requirements of the Company, as a holding company, and its subsidiary, Auto-Prezent Srl.

In particular, the management expects to meet its obligations as they become due over the course of the business year with the contributions from its existing operating activities as in the prior years.

For further details please consult sub-section "Financial Analysis of Consolidated Income Statements", as complemented by information on risk factors presented in this document.

Nevertheless, the Company plans to raise additional equity to continue implementing its growth strategy:

In order to fully realize the business potential of the group in addition to the currently possible intrinsic growth, the scale of the Group's operations may be further increased through the additional investments expected from the public offering of its ordinary shares.

The business is well positioned to take advantage of the additional growth opportunities in the identified market segments with the increased funding available.

The planned growth in the asset of the business will require additional working capital to maximize the envisaged benefits from the opportunities in the market.

DILUTION

As at the date of this Prospectus, there are 4,057,446 shares issued and outstanding in the share capital of the Global Auto-Trade Group PLC.

The Company intends to issue 1,666,667 new ordinary shares for the offering. Therefore, assuming that all 1,666,667 new shares are placed at a purchase price per share of € 3.00, and that the remaining costs of offering will be covered from the amount raised, the net issue proceeds obtained by the company will be € 4,317,501.00.

If the Company had obtained this amount at the Prospectus date, the fair value of shareholders' equity at that time would have been € 16,489,839 against a total of then 5,724,113 shares, resulting in the fair value amounting to € 2.88 per share.

SELECTED FINANCIAL INFORMATION

Global Auto-Trade Group PLC was incorporated in the Isle of Man on August 12, 2011, and on May 08, 2013 became the sole shareholder of Auto-Prezent Srl. by means of a share purchase. Auto-Prezent Srl. had been incorporated on March 27, 2009 as a limited liability company in the Republic of Moldova.

Figures regarding Global Auto-Trade Group PLC for the fractional business year 2011 and financial year 2012 are available in Financial Section at the end of this Prospectus. The financial statements for these two periods have been audited.

The Company was incorporated with one subscriber share and had no business incidents until acquisition of its subsidiary on May 08, 2013. Hence, focus is laid on displaying the audited statements of the operational activity of the subsidiary during business years 2012, and 2011, followed by the operational activities of the Group after consolidation during the financial year 2013.

All figures marked as "audited" in table columns in this section were prepared by Baker Tilly Klitou and Partners S.r.l., 65 Stefan cel Mare bd, 5th Floor, Office 507, Chisinau MD-2001, Moldova, in accordance with the International Financial Reporting Standards ("IFRS").

The unaudited figures in the table columns of this section were prepared by the management of the Company pursuant to International Financial Reporting Standards. These financial data, for the period ended June 30, 2015 have not been audited.

For the financial year ended 31 December 2014 the auditor did not qualified its opinion.

For the financial years ended 31 December 2012, 2013, the auditor of the Company qualified its opinion as follows:

AUDIT REPORT FOR THE FINANCIAL YEAR ENDED DECEMBER 31 2012:

"Basis for Qualified opinion

[6] The Company does not maintain sufficient and adequate records to enable management to identify all related party transactions for the year ended 31 December 2012 and balances as at 31 December 2012 which may result in to incomplete disclosure of such related party transactions in the Notes to the financial statements, as required by International Accounting Standard 24 "Related party disclosures".

Qualified opinion

In our opinion, except for the effect of such adjustments, if any, as might have been determined to be necessary had we been able to satisfy ourselves on the issues pointed out in the Basis for qualified opinion paragraph [6], the accompanying financial statements give a true and fair view of the financial position of AUTO PREZENT SRL as of 31 December 2012 and of its financial performance and its cash flows for the year then ended in accordance with International Reporting Standards as issued by the IASB."

AUDIT REPORT FOR THE FINANCIAL PERIOD ENDED DECEMBER 31, 2013:

Basis for Qualified opinion

International Financial Reporting Standards and so we are not able to quantify the effect of this departure on the amounts reported in the financial statements as property and equipment, depreciation expenses, revaluation reserve and retained earnings.

[7] As described in note 17, the valuation of investment was performed by an independent valuator using only the rental yield through a desk valuation which does not conform to the requirements of IAS 40 "Investment Property" and IFRS 13 "Fair Value Measurement" for market-based evidence. It was not practicable to extend our audit procedures to determine the impact of this departure from International Financial Reporting Standards and so we are not able to quantify the effect of this departure on the amounts reported in the financial statements as property and equipment, depreciation expenses, revaluation reserve and retained earnings.

[8] In respect of the inventory of the Group appearing in the statement of financial position at the value of Euro 634,843, the audit evidence we had available was limited because we did not observe the physical inventory count at 31 December 2013. Due to the nature of the records of the Company, we were unable to obtain sufficient and appropriate audit evidence as to the inventory quantities by other audit procedures.

[9] The Group does not maintain sufficient adequate records to enable management to identify segmental information for the year ended 31 December 2013 which result in no disclosure of segmental information as required by International Financial Reporting Standard 8 "Segmental Reporting" in the notes to the consolidated financial statements.

[10] The Group does not maintain sufficient and adequate records to enable management to identify all related party transactions and balances for the year ended 31 December 2013 which may result in limited or no disclosure of such related party transactions or balances in the Notes to the consolidated financial statements, as required by International Accounting Standard 24 "Related party disclosures".

Opinion

I. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	2014	2013	2012
ASSETS
non-current assets
property, plant and equipment	3.473.855	3.875.835	4.771.003
investment properties	2.014.000	2.230.000	2.038.980
intangible assets	406	1.395	1.939
investment in subsidiaries	44.315	0	0
	5.532.576	6.107.230	6.811.922
current assets
inventories	398.739	634.843	792.776
trade and other receivables	373.653	244.083	265.814
cash at bank and in hand	49.328	21.876	55.181
	821.720	900.802	1.113.771
total assets	6.354.296	7.008.032	7.925.693
EQUITY AND LIABILITIES
Equity
share capital	620	620	620
share premium	450.169	0	0
other reserves	2.590.279	2.692.815	2.870.143
accumulated losses	-1.322.014	-857.795	-126.988
	1.719.054	1.835.640	2.743.775
non-controlling interests	0	19.349	10.345
total equity	1.719.054	1.854.989	2.754.120
non-current liabilities
borrowings	3.337.420	3.972.563	4.079.621
deferred tax liabilities	361.063	431.983	487.758
	3.698.483	4.404.546	4.567.379
current liabilities
trade and other payables	366.479	362.905	264.224
borrowings	570.280	385.592	337.570
current tax liabilities	0	0	2.400
	936.759	748.497	604.194
total liabilities	4.635.242	5.153.043	5.171.573
total equity and liabilities	6.354.296	7.008.032	7.925.693

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Unaudited June 30, 2015	Unaudited Dec 31, 2014
ASSETS
non-current assets
property, plant and equipment	3.430.275	3.473.855
investment properties	2.014.000	2.014.000
intangible assets	292	406
Non-current loans receivables	1.134	44.315
	5.445.701	5.532.576
current assets
inventories	318.748	398.739
trade and other receivables	56.981	373.653
cash at bank and in hand	36.219	49.328
	411.948	821.720
total assets	5.857.649	6.354.296
EQUITY AND LIABILITIES
Equity
share capital	620	620
share premium	450.169	450.169
fair value reserve - land and buildings	2.477.638	2.477.638
translation reserve	407.593	112.641
accumulated losses	-1.729.321	-1.322.014
	1.606.699	1.719.054
non-controlling interests	0	0
total equity	1.606.699	1.719.054
non-current liabilities
borrowings	2.902.603	3.337.420
deferred tax liabilities	361.063	361.063
	3.263.666	3.698.483
current liabilities
trade and other payables	197.316	366.479
borrowings	789.968	570.280
	987.284	936.759
total liabilities	4.250.950	4.635.242
total equity and liabilities	5.9857.649	6.354.296

The audited consolidated statement of financial position shows the development of the company for the years 2012, 2013 and 2014. It has to be taken into account that Global Auto-Trade Group PLC was incorporated on August 12, 2011 and until acquisition of its wholly-owned subsidiary, Auto-Prezent Srl., on May 08, 2013 has not performed any business activities whatsoever.

The value of investment properties remained throughout the entire period from 2012 to 2014 approx. at the same level growing from € 2,039,000 to € 2,230,000 and slightly decreasing to € 2,014,000 during the last three full financial years. No changes occurred during the fractional year 2015.

Property, plant and equipment revealed a comparable tendency starting with € 4,771,003 in 2012, slightly dropping to € 3,875,835 at the end of the financial year 2013, and reaching the level of € 3,473,855 in 2014. In fractional year 2015, the Company continued to keep the level achieved, although a minor decrease in numbers was revealed with € 3,430,275 in the first-half of 2015 compared to € 3,473,855 as at the end of 2014.

As it related to the current assets, inventories amounted to € 792,776 in 2012, staying at the approximately the same level of € 634,843 in 2013 and dropping to € 398,739 in 2014. In the first half year of 2015, the minor dropping tendency continued down to the level of € 318,748 as compared to € 398,739 during the equivalent period in 2014.

Trade and other receivables evolved from € 265,814 in 2012 to € 244,083 in 2013, to significantly increasing to € 373,653 in 2014. During the first half of 2015, the position revealed the level of € 56,981.

Cash and cash equivalents amounted to € 55,181 in 2012, dropping to € 21,876 in 2013, and subsequently returning to the previous levels of € 49,328 in 2014. In the first half of the financial year 2015, the level of € 36,219 was already successfully achieved.

In respect to the current liabilities, the trade and other payables evolved from € 264,224 in 2012, increasing to € 362,905 in 2013 and € 366,479 in 2014. At the end of the fractional year 2015, the level of trade and other payables remained at € 197,316.

The interest-bearing borrowings revealed an overall increase during the period under review, starting at the level of € 337,570 in 2012, slightly increasing to € 385,592 in 2013 and subsequently to € 570,280 in 2014. The same tendency remained in the first half of the financial year 2015 with this position showing the amount of € 789,968.

Concerning the non-current liabilities, the borrowings aggregated to € 4,079,621 in 2012, reversing in 2013 to € 3,972,563 and continuing this tendency in 2014 with further decrease to € 3,337,420. At the end of the fractional year 2015, the position amounted to € 2,902,603.

The total equity positions evolved from € 2,754,120 in 2012, dropping to € 1,854,989 in 2013 and further decreasing to € 1,719,054 in 2014. At the end of the first half of 2015, the position was recorded at € 1,606,699.

The share capital of the business did not undergo any changes, remaining throughout the period under review on the level of € 620.

The position of other reserves amounted to € 2,870,143 at the end of the financial year 2012, revealing a slightly decreasing tendency thereafter and amounting in 2013, to € 2,692,815 and € 2,590,279 in 2014, followed by an increase to € 2,885,231 during the fractional year 2015.

The position of accumulated losses started with the initial amount of € 126,988 at the end of the financial year 2012, and returning to approximately previous levels via further increase to € 857,795 in 2013 and € 1,322,014 in 2014, and arriving at the interim level of € 1,729,321 in 2015.

For a more detailed description regarding the Company's Financial Position, see Section: "Financial Analysis of Consolidated Balance Sheet Data".

II. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	2014	2013	2012
revenue	2.603.356	2.580.763	4.277.953
cost of sales	-1.934.472	-1.994.015	-3.005.648
gross profit	668.884	586.748	1.272.305
other income	177.771	210.074	352.198
gain on / profit on revaluation of investment property	-216.000	-141.980	1.425.070
selling and distribution expenses	-156.508	-183.290	-192.442
administration expenses	-508.910	-610.151	-841.892
other expenses	0	-68.415	-195.309
operating (loss) / profit	-34.763	-207.014	1.819.930
net finance costs	-472.335	-538.362	-721.392
(Loss) / profit before tax	-507.098	-745.376	1.098.538
tax	24.575	14.569	-152.400
net (loss) / profit for the year ended	-482.523	-730.807	946.138
profit attributable to
owners of the parent	-482.523	-739.810	928.211
non-controlling interest	0	9.003	17.927
	-482.523	-730.807	946.138
change in the fail value of land and buildings	-214.335	-322.820	3.279.499
exchange difference arising on the translation of financial statements to presentation currency	66.798	106.755	34.619
unwinding of deferred tax relating to equity component	45.000	38.738	0
tax on other comprehensive income	0	0	-348.444
other comprehensive expense for the year ended after tax	-102.537	-177.327	2.965.674
total comprehensive income / (expense) for the year ended	-585.060	-908.134	3.911.812
attributable to:
owners of the parent	-585.060	-917.137	3.893.885
non-controlling interest	0	9.003	17.927
	-585.060	-908.134	3.911.812

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

| | EURO | June 30, 2015
Unaudited | June 30, 2014
Unaudited |
| --- | --- | --- | --- |
| revenue | | 667.386 | 774.132 |
| cost of sales | | -466.167 | -573.678 |
| gross profit | | 201.219 | 200.454 |
| other income | | 93.418 | 108.717 |
| selling and distribution expenses | | -50.966 | -62.292 |
| administration expenses | | -314.793 | -251.282 |
| other expenses | | -1.865 | -663 |
| operating profit/loss | | -72.987 | -5.066 |
| net finance costs | | -334.320 | -307.135 |
| Net loss for the period | | -407.307 | -312.201 |
| profit attributable to | | | |
| owners of the parent | | 0 | -313.707 |
| non-controlling interest | | 0 | 1.506 |
| | | 0 | -312.201 |
| exchange difference arising on the translation of
financial statements to presentation currency | | -294.952 | 81.843 |
| other comprehensive expense for the period | | -294.952 | 81.843 |
| total comprehensive expense for the period | | -702.259 | -230.358 |
| attributable to: | | | |
| owners of the parent | | 0 | -231.864 |
| non-controlling interest | | 0 | 1.506 |
| | | 0 | -230.358 |
| Loss / profit per share attributable to
equity holders of the parent (EURO) | | -0,01 | -0,01 |

The financial data as regards to the comprehensive income reveal that the revenue amounted to € 4,277,953 at the end of the financial year 2012, dropping to € 2,580,763 in 2013 and slightly increasing to € 2,603,356 in 2014. As of June 30, 2015 the revenue amounted to € 667,386.

The gross profit per period under review, however, amounted to € 1,272,305 in 2012, dropping to € 586,748 in 2013 and slightly increasing to € 668,884 in 2014. The fractional year 2015 revealed a further slight increase to € 201,219 as compared to the amount of € 200,454 for the equivalent period in 2014.

During the period of the last three full financial years and the fractional year 2015, the operating profit developed from the amount of € 1,819,930 in 2012, dropping to a loss of € 207,014 in 2013, with a loss reduction to € 34,763 in 2014, and revealing a positive tendency during the fractional year 2015, showing a profit of € 2,283 as compared to the equivalent data for the fractional period of 2014 amounting to the operating loss of € 5,066.

The profit before tax amounted to € 1,098,538 in 2012 and shifted to the loss of € 745,376 in 2013, and slightly recovering to the level of € 507,098 in 2014, followed by a loss of € 332,037 for the fractional year 2015.

Finally, the total comprehensive income for the year aggregated from the profit of € 3,911,812 in 2012, dropping to a loss of € 908,134 in 2013, revealing a slight ameliorating tendency with the reduction to € 585,060 in 2014. As per the results of the first half of 2015, the position amounted to the loss of € 702,259.

For a more detailed description regarding the Company's income situation, including the development in the fractional financial year 2015, see Section "Financial Analysis of Consolidated Income Statements".

III. CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENT OF CASH FLOWS
	EURO	2014	2013
CASH FLOWS FROM OPERATING ACTIVITIES
Loss/profit before tax		-482.523	-745.376
adjustments for:
depreciation of property, plant and equipment		137.539	127.139
exchange difference arising on the translation of financial statements to presentation currency		66.798	218.344
unrealised exchange loss/ (profit)		-191.073	0
amortisation of computer software		300	518
fair value losses/ gains on investment property		216.000	141.980
provision for bad debts		0	0
impairment charge - slow moving inventories		0	42.780
interest expense		390.385	503.080
unwinding of deferred tax		-25.920	0
cash flows from operations before working capital changes		111.506	288.465
decrease in inventories		236.104	157.933
decrease in trade and other receivables		-102.263	21.731
increase / decrease in trade an other payables		3.574	98.681
net cash flows from operating activities		248.921	566.810
CASH FLOWS FROM INVESTING ACTIVITIES
payment for purchase of intangible assets		0	-173
payment for purchase of investments in subsidiaries		0	0
payment for purchase of property, plant and equipment		0	-67.523
proceeds from disposal of property, plant and equipment		0	23.061
interest received		0	0
net cash flows used in investing activities		0	-44.635
CASH FLOWS FROM FINANCING ACTIVITIES
repayments of borrowings		-407.834	-1.610.602
proceeds from borrowings		385.293	1.055.122
interest paid		-199.806	0
net cash flows used in financing activities		-222.347	-555.480
net decrease / increase in cash and cash equivalents		26.574	-33.305
cash and cash equivalents:
at beginning of the period		21.876	55.181
at end of the period		48.450	21.876

CONSOLIDATED STATEMENT OF CASH FLOWS	June 30, 2015	June 30, 2014
	EURO Unaudited	Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax	-407.307	-312.201
adjustments for:
depreciation of property, plant and equipment	59.134	64.071
exchange difference arising on the translation of financial statements to presentation currency	294.952	-242.722
unrealised exchange (profit)	-282.203	0
interest expense	216.265	204.386
cash flows (used in)/from operations before working capital changes	-119.159	-286.466
decrease in inventories	79.991	119.870
decrease in trade and other receivables	359.853	59.063
increase / (decrease) in trade and other payables	-169.163	119.729
net cash flows from / (used in) operating activities	151.522	12.196
CASH FLOWS FROM INVESTING ACTIVITIES
payment for purchase of property, plant and equipment	-15.440	0
Net cash flows used in investing activities	-15.440	0
CASH FLOWS FROM FINANCING ACTIVITIES
proceeds from issue of share capital	0	72.954
repayments of borrowings	-2.804.109	-382.723
proceeds from borrowings	2.792.331	288.866
interest paid	-137.413
net cash flows used in / from financing activities	-149.191	-20.903
net decrease in cash and cash equivalents	-13.109	-8.707
cash and cash equivalents:
at beginning of the period	49.328	21.878
at end of the period	36.219	13.171

The consolidated statements of cash flows reveal that the profit before tax evolved from the amount of € 1,098,538 in 2012, shifting to a loss before tax of € 745,376 in 2013, followed by a reduction to € 482,523 in loss before tax in 2014, and to € 407,307 at the end of the fractional year 2015.

The Company generates cash flows from the wholesale of and provision of services for specialized machinery and sale of spare parts and accessories.

Net cash flows from operating activities amounted to € 925,445 in 2012, decreasing to € 566,810 in 2013 and further to € 248,921 in 2014. In the fractional financial year 2015, the net cash flow from operating activities amounted to € 151,522 compared to the level of net cash flows used in operating activities during the equivalent period of 2014 amounting to € 12,196.

In 2012, the cash and cash equivalents at the beginning of the period amounted to € 28,970 and increased to € 55,181 at the end of the period.

At the end of the financial period of 2013, the cash and cash equivalents returned approx. to the level of the beginning of the financial period of 2012 and amounted to € 21,876. At the end of the period of 2014, the position of cash and cash equivalents returned at the previous level, amounting to € 48,450. The results of the fractional year 2015 revealed further increase to € 36,219 comparing to € 13,171 for the equivalent period of 2014.

For a more detailed description regarding the Company's Cash Flows, see Section: "Financial Analysis of Consolidated Cash Flow".

MANAGEMENT'S DISCUSSION OF THE OPERATIONAL PERFORMANCE OF THE BUSINESS AND THE ANALYSIS OF ITS FINANCIAL CONDITION

The analysis and discussion of the operational performance of the business and a detailed analysis of its financial condition should be read in conjunction with other information in this prospectus, including financial information and related notes attached to them which is closely aligned to the section on "Selected Financial Information".

The financial analysis conducted on Global Auto-Trade Group PLC's financial information is based on data extracted from the audited Historical Consolidated Financial Statements and unaudited interim financial information, unless where it has been expressly stated otherwise.

I. OVERVIEW OF THE BUSINESS

Global Auto-Trade Group PLC is a Non-EU-holding company that operates as a dedicated investment holding company of the Group with direct responsibility for the on-going investments, business development and the execution of the international expansion strategy of the business.

Company is particularly focused on the promotion of branded specialized vehicles and its further support and servicing. The business operates under three key business segments – (i) Specialized Machinery Wholesale and Retail, (ii) Sale of Spare Parts and Accessories, and (iii) Automobile Services, such as Testing and Servicing. In addition, a substantial revenue percentage of the Company's income is currently generated by means of letting in rent of Commercial Space which is free of operational activities.

Geographically, Global Auto-Trade Group PLC focuses its activities on Republic of Moldova, with emphasis on the growth of the Moldovan emerging market where the Head-office of the operational segment of the Holding company is located.

The operational aspect of the business is conducted exclusively by Company's wholly-owned subsidiary, Auto-Prezent Srl., which consists of trade and service centre "Mega", branch network of 9 representative offices, and subsidiary company Megatest Srl.

Republic of Moldova has entered into free trade agreements with the EU and is member of World

Trade Organization. Furthermore, Moldova is a member of CIS, being located between European Union and CIS countries. This geographical position is strategically important for Company as it provides access to both Eastern and Western European markets, and to dynamically growing emerging markets of post soviet countries.

While Global Auto-Trade Group PLC is a pure holding company, the subsidiaries are Moldovan market leaders in import, supply, sale, testing and servicing of specialized vehicles and cars, as well as sale of spare parts, holding around 25% of the local market. GATG Group is responsible for the operational management, strategy development and control of all the subsidiaries of the holding structure. Company's principal subsidiary, Auto-Prezent Srl., is conducting the main operational business of the company, including but not limited to dealing with cars manufactures and using subsidiary owned real estate assets, on the basis of which Auto-Prezent Srl. has succeeded in opening and is now operating a retail network of 9 branches in different cities all over Moldova, eight showrooms, engine overhaul workshop, MOT, and a repair service centre.

Over the past 15 years, Auto-Prezent Srl., and, later, its subsidiary, Megatest Srl., became one of the market leaders in the automotive sector of Moldova. The breakdown of Group's revenues by category of activity is presented in the table below:

REVENUE, IN €	June 30, 2015	June 30, 2014	2014	2013	2012
sales of products	496.679	586.259	2.233.440	2.191.239	3.896.353
rendering of services	107.157	118.028	369.916	389.524	381.600
Revenue from auto testing	63.550	69.845
TOTAL	667386	774.132	2.603.356	2.580.763	4.277.953

Over entire time period covered by the historical financial information, Group's principal markets were located on the territory of the Republic of Moldova. Company's headquarters and its flagship

trade and service centre "Mega" are located in the capital of Moldova, Chisinau, on one of the country's major transport routes. Today, service and trade centre "Mega" is the largest automotive

84
retail and service centre in the country and is running Company's flagship store, a full service centre offering all kinds of services to car owners in Chisinau. With over 11,000 sqm of floor space and parking, the centre currently occupies the territory of 0.4 ha, of the overall territory of land measuring to 1.4 ha. The premises free of operational activity are let in lease, generating a significant additional revenue stream for the company.

The main subsidiary of Auto-Prezent Srl., the Megatest Srl., was incorporated in 2007 having its main specialization on the automobile technical testing and MOT. Auto-Prezent Srl. holds 75% of the share capital in Megatest Srl.

The Financial Crisis in Europe also affected the operational results of Global Auto-Trade Group.

During this time the Company observed a decline in its volume of sales: by 28.9% in 2009 in comparison with 2008 and by 18.3% in 2010 in comparison to 2009.

In Group's opinion, the following factors influenced fluctuations in sales: (i) a drop in clients' purchasing ability due to the economic crisis and inaccessibility to finance; (ii) Insufficient range of products and services; (iii) decline of foreign investments into the country's economy based on the overall political situation in Moldova, especially in view of the fact that a large proportion of sales of motor vehicles and equipment are directly dependent on government programmes and financial support of Western investors.

1. SPECIALIZED MACHINERY WHOLESALE AND RETAIL

Since Company's incorporation, the sale of specialized vehicles has constituted one of its core operational areas, generating over 50% of the revenue, with Global Auto-Trade Group's current market share in this segment amounting to approx. 25%.

Standing at the origins of automobile services industry development in Moldova and due to professional business approach, Global Auto-Trade Group succeeded in taking one of the key market positions in this business which it continues to hold hitherto.

Having won a number of strategic government and commercial tender contracts, such as supply of school buses to the educational sector, passenger and goods vehicles, waste collection machinery and emergency vehicles, Company further expanded its growth tendencies in vehicles sales. Thereby, Company's development strategy doesn't solely involve participation in government tender programs. Further principal business pillar is constituted by Company's own retail network and distribution market.

In terms of the Company's participation in strategic government and non-state commercial programs, Global Auto-Trade Group obtained a positive record of wins in main projects that are successfully completed. In particular, the realization of tender projects in the period of 2010-2012 generated a turnover amounting to € 5,673,700.

Furthermore, Company has already fulfilled the applicable qualification criteria for participation in upcoming tender procedures.

Under current market conditions, specifically due to Company's well-established reputation and certified ISO complied standards of operation, the success ratio of Company's participation in tenders procedures lies at the level of around 20-30% of totally announced tenders in the industry.

Availability of significant external financing sources designated to the development of country infrastructure resulted in the annual increase of the volume and amount of tenders conducted in the industry.

Having numerous competitive advantages on the market, Global Auto-Trade Group intends to actively participate in all industrial tenders in order to strengthen platform for further growth of the Company.

In order to further increase Company's market share, immediate aspirations of the company involve starting a new unique business direction in 2015 by means of launching a CKD assembly line. This CKD assembly line covers a range of specialized vehicles for over 15 types of new machinery including assemblage designated for export.

However, the main purpose of the company remains to engage in production of the bespoke orders of utility vehicles made by municipal authorities. Already in 2012, the company carried out the necessary preparation work, having also been granted required licenses and permits.

Since the launch of a national CKD assembly line would allow for the government to reduce capital expenditure on purchase of specialised vehicles, this business direction is of strategic importance for Global Auto-Trade Group PLC being the only company on the market to offer the above-mentioned service.

2. SALE OF SPARE PARTS AND ACCESSORIES, AND AUTOMOBILE SERVICES

At present, sale of spare parts constitutes one of the most profitable operational segments of the Company generating around 30% of the revenue, supplemented by further 4% attributable to the segment "automobile services".

Being the owner of the trade and service centre "Mega", the largest automotive retail trading and full service centre in the country, Global Auto-Trade Group is in the position to offer all kind of services to meet constantly increasing customer demands of car owners in the Moldovan capital Chisinau, complemented by services offered via company's wide branches network covering country's main cities.

In particular, the overall growth tendency in revenue form sale of spare parts is mainly due to the wide network of representatives situated in prime locations with a constant stream of clients and well-functioning system of "one-stop-shop" solutions where customers can acquire all required spare parts and accessories.

Moreover, with a network of 9 branches and offering the only mobile breakdown and repair service in Moldova, Global Auto-Trade Group PLC is the country's only company to provide end-to-end solutions from sale of specialized and commercial vehicles, spare parts and accessories, through to after sales service, MOT and engine repair.

3. RENTAL OF COMMERCIAL SPACE

Although the rental of Company's premises does not currently account to the targeted business directions of the company, commercial space, free of operational activity, at the service centre "Mega" being situated in Chisinau, on cross-roads of major national routes, has capacity to generate additional income source for the Company. At present, a percentage share in the total revenue of the Company amounts to up to 5% emanating from this business segment.

At the current stage, the trading centre "Mega" undergoes additional construction works, finalization of which requires around € 800,000.

Upon completion, the Trade Complex "Mega" will contribute to the increase in Company's asset value to the amount of further € 1.2 million, alongside with the increase in Company's operational capacity through utilization of commercial space and cash stream.

II. KEY FACTORS IMPACTING OPERATIONAL PERFORMANCE

Company's management believes that a number of factors will continue to have a material effect on its operational performance and the financial condition of the business:

1. DEMAND FOR THE PRODUCTS OF THE BUSINESS

The profitability of the business depends mainly on the performance of two key sectors that represent over 85% of the Company's turnover – (i) Sale of Vehicles and (ii) Sale of Spare parts and Accessories.

The demand for the services and products therein is conditioned by a number of specific factors, such as country market's growth and saturating with services in the automobile industry, and general development of the road infrastructure in Moldova.

The strategic market for Company activities currently covers Europe² including Russian Federation. The market has been showing positive tendencies, over the past three years, mirroring the global increase in automobile production leading to the continuous growth in demand for corresponding automobile services.

The total number of road vehicles registered in the Republic of Moldova at the end of 2011 amounted to 142,000 with an average annual growth of 4% (calculated for the period of 2008-2011 for which the official statistic data were available).

Thereby, an average annual growth in market volume of the local industry in the period of 2010-2011 constituted 13%.

In order to maintain country infrastructure growing, Moldovan government has developed and currently implements number of economy

stimulus programs, which are supported by the international community, such as EBRD, European Investment Bank etc.

According to the Government's investment initiatives, prime beneficiaries of capital injections will be entities entrusted with projects in infrastructure, agriculture, waste management and recycling, alongside with passenger transportation, and energy production and supply.

For Global Auto-Trade Group PLC, the implementation of programs concerned favourably results in successful participation outcome in government and commercial tenders constituting important wholesale channels of the company.

The European Investment Bank and European Bank for Reconstruction and Development are expected to provide Moldova with € 300 million in the scope of the four-year infrastructure development strategy for Moldova.

It is further expected that these funds will be used for the implementation of infrastructure projects, mainly concerning Moldovan main roads construction and reconstruction.

Alongside with the expectation of general increase of demand for Company's products and services on the market, Global Auto-Trade Group aspires to additionally benefit from participation in government tender procedures conducted in the scope of government programs directed e.g. at the modernization of a republican specialized motor car park.

Despite the overall positive tendencies in the automobile industry, Company's management acknowledges the fact of Moldova, as a small country, being able to provide for relatively limited market opportunities.

2 Including following countries: Belgium, Denmark, France, Germany, Greece, Italy, the Netherlands, Norway, Spain, Sweden, Switzerland, Turkey, and the United Kingdom, Czech Republic, Hungary, Poland, Romania, Russia, and Ukraine

Therefore, besides the strengthening of Company's local market position, the Group's long-term strategy also involves business expansion to CIS markets, whereby Company has already opened a representative office in Moscow, currently as a separated business unit to be consolidated with the holding structure at a later stage.

2. STABILITY OF SUPPLY

Company's sources of materials for the operational activity represent a highly specified set of vehicles and spare parts which are supplied by the large number of contracted manufactures fully satisfying performance targets catalogue criteria laid down by the company.

Hereby, Company relies on multiple sources of supply to acquire wide range of products that can be easily substituted with no compromise to quality of business, having taken precautionary measures to minimise the risk of over-dependence from key supplier and is now in course of preparation of Business Continuity Plan for further strengthening the stability of supply.

Moreover, long-term cooperation and well-established relationships with manufacturers from CIS and other countries also allowed the Company to act in a capacity of a representative for respective business partners in Moldova.

Today, Global Auto-Trade Group PLC is an official dealer and distributor for UAZ, JP Group, KAMAZ, Motordetal, Stroimash, JCB, MAZ, Dorelectromash, Amkador, STAPRI, Izh-Auto, etc.

3. VOLATILITY IN PRICES FOR PURCHASES

The auto service business typically operates within a low variable price range directly influenced by the market conditions and has a significant variable element in the pricing of final products.

The price used by Global Auto-Trade Group fluctuates due to changes in conditions directly related to demand and supply on the market segment, leading to price increases in periods corresponding to relevant changes. Hereby, Company's price policy is not solely dependent upon short-term developments in market conditions, but is also influenced to a significant degree by long-standing and established relationships with both suppliers and customers.

Global Auto-Trade Group negotiated preferential rates with its suppliers to allow for the company to react to any changes on the market in a timely manner and to be able to retain competitive advantages on prices specifically.

4. COMPETITION IN THE MARKET

Whilst competition in the market segment is mild, it is expected that the level of competition will increase and probably intensify as more international players become aware of the level of growth potential in the industry segments and begin to establish operations in the region.

At present, due to market specificity, there are high market-entry level barriers for new competitors, putting Global Auto-Trade Group, as one of the leading companies amongst its national peers within the automotive sector, in a very strong position, as long as Company is able to continue to redistribute streams of products and services through numerous channels as well as to further expand a retail branch network across the country in order to build on well-established long-term relationship with clients and ensure their loyalty to the brand.

5. STABILIZATION OF THE CURRENCY EXCHANGE RATE

With a currently relatively stable national currency, investors are capable of comparably accurately predicting prices in the economy.

The exchange rate of MDL against major currencies, EUR/USD, has remained fairly stable since the second half of 2012, marking the upward trend with small deviations until major FX related changes due to developments in Russian Federation at the end of 2013/beginning 2014 (the rate MDL/EUR at the date of 01.07.2012 was 15.2358, rising to 16.3883 on the date 01.07.2013).

As of today, Moldova demonstrates sustainable growth rate of the national economy, being in line with other emerging markets in the CIS which are also subject to general market conditions.

The growth rate of Moldovan economy in 2012 amounted to 6.7% with National Bank of Moldova conducting adaptive monetary policy to ensure price stability in order to strengthen the national currency, which ultimately contributes to the growth of the economy and reduces inflation rates, which in 2012 decreased to 4.1%, reflecting the result of implementation of the national strategy aimed at sustainable economic development in a long-term perspective.

However, the subsequent developments on international markets had also significant impact on Moldovan economy.

6. EFFECTS OF CURRENCY FLUCTUATIONS

GATG PLC's financial statements for the periods under review were prepared in Euros and the Company's future consolidated annual financial statements will be also prepared in Euros.

However, the bulk of the revenues of the business are generated in Moldovan leu, representing the operating currency of the business with Company subsidiaries' income and credit obligations also provided in the local currency.

A devaluation of the leu would therefore have an impact on the financial condition of the business as a result of any foreign currency translation.

The value of the currency is controlled by the Government and the exchange rate policies of the Government could have significant impact on currency exchange rates.

The Group does not have a hedging policy in place with respect to its foreign exchange exposure as it deems it unnecessary as payment terms are usually within 30 days and cost building factors are monitored on a continuous basis.

III. FUTURE COMMITMENTS

Company's management has not entered into any material mid- or long term binding future commitments other than currently existing.

By the results of operational activity of 2013, Company has signed tender agreements amounting to a total of € 837.200 that are now being executed.

Further provisional results of participation in tender procedures are demonstrated in the table below (the table contains confirmed tenders with probability of winning lying significantly above average, not including tender offers/procedures at the stage of preparation):

Status	Type of tender	Type of vehicle	Contract value, in € ‘000
Execution	governmental	Refuse vehicle	68.3
Execution	governmental	Loaders, trailers, cars	385.7
Execution	governmental	Specialized vehicles	383.2
Awaiting tender results	governmental	Specialized vehicles	1,566.2
Awaiting tender results	governmental	Excavator	59.2
Awaiting tender results	governmental	Refuse vehicle	43.8
Awaiting tender results	governmental	Excavator	36.8

IV. FINANCIAL ANALYSIS OF CONSOLIDATED BALANCE SHEET DATA

In this section Company will discuss in detail the audited Financial Position Statements of the group for the financial years ended December 31, 2014, 2013 and 2012, and interim unaudited financial information for the period January 1, 2015 throughout June 30, 2015.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	2014	2013	2012
ASSETS
non-current assets
property, plant and equipment	3.473.855	3.875.835	4.771.003
investment properties	2.014.000	2.230.000	2.038.980
intangible assets	406	1.395	1.939
investment in subsidiaries	44.315	0	0
	5.532.576	6.107.230	6.811.922
current assets
inventories	398.739	634.843	792.776
trade and other receivables	373.653	244.083	265.814
cash at bank and in hand	49.328	21.876	55.181
	821.720	900.802	1.113.771
total assets	6.354.296	7.008.032	7.925.693
EQUITY AND LIABILITIES
Equity
share capital	620	620	620
share premium	450.169	0	0
other reserves	2.590.279	2.692.815	2.870.143
accumulated losses	-1.322.014	-857.795	-126.988
	1.719.054	1.835.640	2.743.775
non-controlling interests	0	19.349	10.345
total equity	1.719.054	1.854.989	2.754.120
non-current liabilities
borrowings	3.337.420	3.972.563	4.079.621
deferred tax liabilities	361.063	431.983	487.758
	3.698.483	4.404.546	4.567.379
current liabilities
trade and other payables	366.479	362.905	264.224
borrowings	570.280	385.592	337.570
current tax liabilities	0	0	2.400
	936.759	748.497	604.194
total liabilities	4.635.242	5.153.043	5.171.573
total equity and liabilities	6.354.296	7.008.032	7.925.693

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

| | EURO | June 30, 2015
Unaudited | Dec 31, 2014
Unaudited |
| --- | --- | --- | --- |
| ASSETS | | | |
| non-current assets | | | |
| property, plant and equipment | | 3.430.275 | 3.473.855 |
| investment properties | | 2.014.000 | 2.014.000 |
| intangible assets | | 292 | 406 |
| Non-current loans receivables | | 1.134 | 44.315 |
| | | 5.445.701 | 5.532.576 |
| inventories | | 318.748 | 398.739 |
| trade and other receivables | | 56.981 | 373.653 |
| cash at bank and in hand | | 36.219 | 49.328 |
| | | 411.948 | 821.720 |
| total assets | | 5.857.649 | 6.354.296 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| share capital | | 620 | 620 |
| share premium | | 450.169 | 450.169 |
| fair value reserve - land and buildings | | 2.477.638 | 2.477.638 |
| translation reserve | | 407.593 | 112.641 |
| accumulated losses | | -1.729.321 | -1.322.014 |
| | | 1.606.699 | 1.719.054 |
| non-controlling interests | | 0 | 0 |
| total equity | | 1.606.699 | 1.719.054 |
| non-current liabilities | | | |
| borrowings | | 2.902.603 | 3.337.420 |
| deferred tax liabilities | | 361.063 | 361.063 |
| | | 3.263.666 | 3.698.483 |
| current liabilities | | | |
| trade and other payables | | 197.316 | 366.479 |
| borrowings | | 789.968 | 570.280 |
| | | 987.284 | 936.759 |
| total liabilities | | 4.250.950 | 4.635.242 |
| total equity and liabilities | | 5.857.649 | 6.354.296 |

NON-CURRENT ASSETS

a) Property, Plant & Equipment (PPE)

The fixed assets of the Company have been presented under Property, Plant and Equipment, mainly including the Head office Building of the Group, Motor Vehicles and furniture and fittings of the business.

As at year ended December, 31 2013 the entity has property, plant and equipment amounting to € 3,785,835, consisting of part of the building used for own purposes, vehicles, equipment.

The entity has investment properties amounting to € 2,230,000, which represents space given in rent.

In 2012 the Company performed revaluation of its fixed assets, resulting in the value of fixed assets amounting at € 4,8m and investment properties at € 2m.

As at December 31, 2012 GATG engaged Winterhill Romania SRL, approved qualified valuer, who issued its report on February 27, 2013.

The market value was determined using the cost method which assumes that an independent party will not pay more for the building/land than it costs to construct it anew.

As at December 31, 2013, the Group performed further revaluation of its buildings mandating Winterhill Romania SRL, a professional valuator who performed desk revaluation. Winterhill Romania SRL revalued the assets using the Revenue method which was maintained for the subsequent accounting periods and which implies assessment of rental yields from rented spaces.

Due to the fact that in 2013, the Auto-Prezent Srl. negotiated the lower rental fees than in the previous year based on the then available market conditions, the fair value of its properties decreased.

The fair value of Company's building amounts to € 6.1 million, out of which property, plant and equipment have the value of € 3.9 million with investment properties valued at € 2,2m.

In 2014 and the fractional year 2015, the value of Property, Plant and Equipment decreased to the level of € 2m as a result of the annual revaluation.

b) Other assets

Other assets are represented by the long term investments of the Company in its subsidiary alongside with other long-term investments.

CURRENT ASSETS

Overall, the current assets of the business were volatile during the period, being directly connected to company sales and thus the overall market situation. A detailed breakdown of the current assets is presented below.

a) Inventories

Inventories were originally comprised of goods for resale, and subsequently were extended to include raw materials, and advances paid to suppliers.

The position mirrors the overall development of Company's business and overall market situation.

In 2012, the inventories amounted to € 792,776, returning in 2013 to the levels at around € 634,843 and dropping to € 398,739 in 2014. During the first half of 2015, the results shown have already achieved the mark of € 318,748.

b) Trade and other receivables

Trade and other receivables are mainly comprised of outstanding payments from customers, claim positions against customers and VAT return claims in certain cases. Trade and other receivables amounted to € 265,814 in 2012 as calculated based on the introduction of new systems and improved

management of credits to customers. In 2013, the figures shown remained constant and amounted to € 244,083, significantly increasing in 2014 to € 373,653. In the first half-year 2015, trade and other receivables amounted to € 132,251.

c) Cash at bank and in hand

Cash and cash equivalents include cash in hand and cash deposited with the Banks on current accounts. This position amounted to € 55,181 in 2012 mirroring the overall development of the Company's business, and dropping to € 21,876 in 2013 and increasing again in 2014 to € 49,328. Starting with the first half of the business year 2015, cash balances amounted already to € 36,219, inter alia, as a result of increased sales and improved cash management.

3. CURRENT LIABILITIES

The current liabilities include bank borrowings and payments due to the creditors of the Company. The latter remained stable during the stated period, due to the Company performing payments to its suppliers and service providers in a timely manner.

The Company refinanced its bank loans by successfully negotiating more favourable conditions, such as e.g. increasing the maturity period and decreasing the amount of monthly payments.

In consequence, the long-term bank loans amounted to € 337,570 in 2012. The portion of current debt for 2013 amounted to € 385,592 and to € 570,280 in 2014.

The management of the Company successfully restructured the loan conditions from short term to long term structure which significantly decreased the cash flow burden of the Company.

The current liabilities of the Company amounted in total from € 604,194 and € 748,497 in the financial years 2012 and 2013, and increasing to € 936,759 in 2014. The amount of current liabilities at the end of fractional year 2015 is € 987,284.

4. NON-CURRENT LIABILITIES

The long term bank borrowings amounted to about € 4 million in 2012 following the restructuring of the short-term debt, and decreased to € 3.97 million at the end of the financial year 2013, with further decrease to € 3.3 at the end of the financial year 2014.

At the end of the fractional year 2015, the outstanding portion of the long-term debt was further reduced and amounted to € 2.9 million.

A deferred tax liability of € 487,758 was first recorded in 2012 due to temporary differences resulting from revaluation of the fixed asset.

At the end of the financial year 2013, this position amounted to € 431,982 and further dropped to € 361,063 at the end of the financial year 2014, remaining at this level at the end of the fractional year 2015.

Consequently, the total non-current liabilities increased by only 1%. The Company maintained the same leverage ratio. Its debt capital covers almost twice the value of its equity capital.

The Company continued to meet all the banking covenants relating to the facilities.

EQUITY

This comprises the Issued Capital, Other reserves, Accumulated losses, and Non controlling interests. The audited accounts of the operating entity for the previous years were reviewed and aligned to the requirements of the IFRS on the public listing of the Company.

The company reserves amounted to € 2.7 million at the end of the financial year 2013, starting from € 2.8 in 2012, due to re-evaluation of reserve of fixed assets, and remained at the level of € 2.6 in 2014. At the end of the financial year 2014, the position of other reserves showed the cumulative amount of € 2.9 million.

At the same time, the accumulated losses changed from € 126,988 in 2012 positively reflecting the inherent one off sales to the government authorities, performed by the Company during 2012.

In 2012, the Company successfully executed its contractual obligations entered into in the scope of the tenders procedures conducted by the Moldovan government.

At the end of the financial year 2013, the position of accumulated losses showed the amount of € 857,795 further deteriorating to € 1.3 million at the end of the financial year 2014.

The total equity position developed from € 2.8 million in the financial year 2012 dropping to € 1.9 million at the end of the financial 2013 and further decreasing to € 1.7 million in 2014, staying at the end of the fractional year 2015 approximately at the same level.

For statement showing changes in equity for each period under review, please consult "Financial Section" below.

V. FINANCIAL ANALYSIS OF CONSOLIDATED INCOME STATEMENTS

In this section Company will discuss in detail the Comprehensive Income Statements of the group for the audited periods ended December 31, 2014, 2013 and 2012 and the unaudited interim consolidated income statement for the period ended June 30, 2015, including comparative figures.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	2014	2013	2012
revenue	2.603.356	2.580.763	4.277.953
cost of sales	-1.934.472	-1.994.015	-3.005.648
gross profit	668.884	586.748	1.272.305
other income	177.771	210.074	352.198
gain on / profit on revaluation of investment property	-216.000	-141.980	1.425.070
selling and distribution expenses	-156.508	-183.290	-192.442
administration expenses	-508.910	-610.151	-841.892
other expenses	0	-68.415	-195.309
operating (loss) / profit	-34.763	-207.014	1.819.930
net finance costs	-472.335	-538.362	-721.392
(Loss) / profit before tax	-507.098	-745.376	1.098.538
tax	24.575	14.569	-152.400
net (loss) / profit for the year ended	-482.523	-730.807	946.138
profit attributable to
owners of the parent	-482.523	-739.810	928.211
non-controlling interest	0	9.003	17.927
	-482.523	-730.807	946.138
change in the fail value of land and buildings	-214.335	-322.820	3.279.499
exchange difference arising on the translation of financial statements to presentation currency	66.798	106.755	34.619
unwinding of deferred tax relating to equity component	45.000	38.738	0
tax on other comprehensive income	0	0	-348.444
other comprehensive expense for the year ended after tax	-102.537	-177.327	2.965.674
total comprehensive income / (expense) for the year ended	-585.060	-908.134	3.911.812
attributable to:
owners of the parent	-585.060	-917.137	3.893.885
non-controlling interest	0	9.003	17.927
	-585.060	-908.134	3.911.812

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

| | EURO | June 30, 2015
Unaudited | June 30, 2014
Unaudited |
| --- | --- | --- | --- |
| revenue | | 667.386 | 774.132 |
| cost of sales | | -466.167 | -573.678 |
| gross profit | | 201.219 | 200.454 |
| other income | | 93.418 | 108.717 |
| selling and distribution expenses | | -50.966 | -62.292 |
| administration expenses | | -314.793 | -251.282 |
| other expenses | | -1.865 | -663 |
| operating profit/loss | | -72.987 | -5.066 |
| net finance costs | | -334.320 | -307.135 |
| Net loss for the period | | -407.307 | -312.201 |
| profit attributable to | | | |
| owners of the parent | | 0 | -313.707 |
| non-controlling interest | | 0 | 1.506 |
| | | 0 | -312.201 |
| exchange difference arising on the translation of
financial statements to presentation currency | | -294.952 | 81.843 |
| other comprehensive expense for the period | | -294.952 | 81.843 |
| total comprehensive expense for the period
attributable to: | | -702.259 | -230.358 |
| owners of the parent | | 0 | -231.864 |
| non-controlling interest | | 0 | 1.506 |
| | | 0 | -230.358 |
| Loss / profit per share attributable to
equity holders of the parent (EURO) | | -0,01 | -0,01 |

RESULTS OF OPERATIONS

During the financial year 2012 the Company registered significant increase in sales and Gross Profit Margin, due to major tender contracts won by the Company during 2011 and 2012. The revenue streams from 2012 included sales to the Ministry of Education in Moldova for the delivery of 42 school buses. The gross profit margin on these sales amounted to € 704,797.

In 2012, the Company fulfilled all contractual obligations arising from public tender procedures, i.e. the project with Ministry of Education was closed at the end of financial year 2012.

During the financial years 2013 and 2014, there were no comparable projects. Consequently, at the end of these periods, the Company registered a significant reduction in sales: the revenues in 2012 amounted to € 4.3 millions, dropping to € 2.58 millions in 2013 and slightly increasing to € 2.60 millions in 2014. During the fractional year 2015, the revenues amounted to € 667,386.

The activity of the company is subject to business cycles. Therefore, usually it records most of its sales in autumn and faces cash flow related issues at the beginning of the calendar year which is exemplified by the semi-annual results presented in the interim financial information for the period ended June 30, 2015.

COST OF SALES

Cost of Sales consists of the costs related to the purchase of materials, direct labour costs and direct overheads. Direct labour costs include salaries and other staff related costs and are dependent on the number of staff employed and the prevailing wage levels. Overheads include utility charges, consumables, supplies and other related costs directly involved in the generation of revenues for the business.

The Cost of sales for the financial year 2012 amounted to approx. 70% of turnover, increasing to 77% in 2013. At the end of 2014, the cost of sales slightly dropped to 74%.

In absolute terms, the cost of sales amounted to € 3 million in 2012, and falling to € 1.99 million in 2013 and € 1.93 million in 2014, proportionally to growth of general turnover which amounted to € 4.3 million in 2012, and dropping to € 2.58 million in 2013 and slightly increasing to € 2.60 millions in 2014. The figures for the fractional year 2015 amounted to € 667,386 as revenue with cost of sales being € 466,167.

ADMINISTRATION EXPENSES

Administration expenses amounted to € 841,892 in 2012, sharply decreasing to € 610,151 in 2013 and further dropping to € 508,910 in 2014. During the first half of the financial year 2015, this trend continued and the position amounted to € 314,793 as compared to € 251,282 for the equivalent period of 2014.

The development of Administrative and Other expenses is determined by combination of several factors, such as an increase in electricity and gas tariffs, and fluctuations of the exchange rate which affected the realised exchange rate from conversion of MDL to EUR for the acquisition of inventory.

VI. FINANCIAL ANALYSIS OF CONSOLIDATED CASH FLOW STATEMENTS

In this section Company will discuss in detail the Consolidated Statements of Cash Flow of the group for the audited periods ended December 31, 2014, 2013 and 2012, as well as unaudited period ended June 30, 2015, including comparative figures.

CONSOLIDATED STATEMENT OF CASH FLOWS

	2014	2013	2012
CASH FLOWS FROM OPERATING ACTIVITIES
Loss/profit before tax	-482.523	-745.376	1.098.538
adjustments for:
depreciation of property, plant and equipment	137.539	127.139	105.162
exchange difference arising on the translation of financial statements to presentation currency	66.798	218.344	-200.553
unrealised exchange loss/ (profit)	-191.073	0	0
amortisation of computer software	300	518	2.259
fair value losses/ gains on investment property	216.000	141.980	-1.419.776
provision for bad debts	0	0	74.281
impairment charge - slow moving inventories	0	42.780	100.021
interest expense	390.385	503.080	674.903
unwinding of deferred tax	-25.920	0	0
cash flows from operations before working capital changes	111.506	288.465	434.835
decrease in inventories	236.104	157.933	-149.293
decrease in trade and other receivables	-102.263	21.731	444.470
increase / decrease in trade an other payables	3.574	98.681	195.433
net cash flows from operating activities	248.921	566.810	925.445
CASH FLOWS FROM INVESTING ACTIVITIES
payment for purchase of intangible assets	0	-173	0
payment for purchase of investments in subsidiaries	0	0	0
payment for purchase of property, plant and equipment	0	-67.523	-143.513
proceeds from disposal of property, plant and equipment	0	23.061	13.116
interest received	0	0	0
net cash flows used in investing activities	0	-44.635	-130.397
CASH FLOWS FROM FINANCING ACTIVITIES
repayments of borrowings	-407.834	-1.610.602	-2.524.905
proceeds from borrowings	385.293	1.055.122	1.756.068
interest paid	-199.806	0	0
net cash flows used in financing activities	-222.347	-555.480	-768.837
net decrease / increase in cash and cash equivalents	26.574	-33.305	26.211
cash and cash equivalents:
at beginning of the period	21.876	55.181	28.970
at end of the period	48.450	21.876	55.181

CONSOLIDATED STATEMENT OF CASH FLOWS
	June 30, 2015	June 30, 2014
	EURO Unaudited	Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax	-407.307	-312.201
adjustments for:
depreciation of property, plant and equipment	59.134	64.071
exchange difference arising on the translation of financial statements to presentation currency	294.952	-242.722
unrealised exchange (profit)	-282.203	0
interest expense	216.265	204.386
cash flows (used in)/from operations before working capital changes	-119.159	-286.466
decrease in inventories	79.991	119.870
decrease in trade and other receivables	359.853	59.063
increase / (decrease) in trade and other payables	-169.163	119.729
net cash flows from / (used in) operating activities	151.522	12.196
CASH FLOWS FROM INVESTING ACTIVITIES
payment for purchase of property, plant and equipment	-15.440	0
Net cash flows used in investing activities	-15.440	0
CASH FLOWS FROM FINANCING ACTIVITIES
proceeds from issue of share capital	0	72.954
repayments of borrowings	-2.804.109	-382.723
proceeds from borrowings	2.792.331	288.866
interest paid	-137.413
net cash flows used in / from financing activities	-149.191	-20.903
net decrease in cash and cash equivalents	-13.109	-8.707
cash and cash equivalents:
at beginning of the period	49.328	21.878
at end of the period	36.219	13.171

1. PROFIT AND LOSS FOR THE PERIOD

In 2012 the Company performed first time evaluation of its fixed assets and investment properties, in order to reflect the fixed assets and investment properties at fair value as required by IAS 16 and IAS 40.

As a result the fair value gain of € 1,420,000 relating to investment property was registered through profit and loss account, generating net profit as at year end.

100

2. DEPRECIATION CHARGE

Throughout the period of 2012-2014 and fractional year 2015, the depreciation charge remained approximately in the same range.

In 2012 the Company mandated the performance of evaluation for Company's fixed assets.

The evaluation was performed a result of the Company management decision of keeping the fixed assets at fair value.

As a result the gross value of the fixed assets increased, however, due to management performing reassessment of the useful lives of fixed assets, the depreciation charge remained in the same range.

3. FAIR VALUE LOSSES/GAINS ON INVESTMENT PROPERTY

In 2012, resulting from the Company mandating evaluation of its fixed assets using the cost method which assumes that an independent party will not pay more for the building/land than it costs to construct it anew. In consequence, the value of Company's investment property increased by € 1.419.000 which is registered through profit and loss.

In 2013, it was decided by the management of the Company to revaluate Company's fixed assets relying on the revenue method which implies assessment of rental yields from rented spaces.

Due to the fact that the Company let in rent additional building from Balti, and the revenue method employed by the independent evaluation company, the fair value of the Investment property increased by € 142.000.

4. IMPAIRMENT CHARGE – SLOW MOVING INVENTORIES

The Company strategy of one stop shop implies that the Company needs to have significant range of inventory items.

In 2012, many inventory items became obsolete and outdated, so that the management, guided by prudency principle, decided to write off the items. In 2013, the range of outdated items increased.

5. INTEREST EXPENSE

The interest charge is connected with the amounts of loans received from the Banks in Moldova and Brewen Business LLC.

In 2013 the loans outstanding decreased due to repayment of the outstanding portion of debt and

6. PROPERTY, PLANT AND EQUIPMENT

The entity did not perform any significant acquisitions as relates to the position of property, plant and equipment during the financial years

the exercise of the debt to equity conversion option by Brewen Business LLC. These business events lead to reduction in interest expense position.

2012-2014 and fractional year 2015. Company's funds were directed at financing company working capital requirements.

VII. FINANCIAL ANALYSIS PER BUSINESS SECTION

The below turnover analysis is based on figures taken from the audited financial statements of the Global AutoTrade Group for the respective years.

TURNOVER ANALYSIS, IN ‘000 EUR	2014	2013	2012
Activities
Sales of products	2.233	2.191	3.896
Rendering of services	0.370	0.390	0.382
Rental income	0.175	0.203	0.232
TOTAL	2.778	2.784	4.510

The turnover figures of the Company showed significant increases in 2012, mainly due to one off sales such as implementation of contracts entered into as a result of successful participation in tender procedures conducted by the Moldovan authorities.

These transactions ensured greater gross profit margins which significantly improved Company's net position.

The contractual obligations were fulfilled in 2012.

Alongside with the Company's main operational activity, during the financial year 2013 the Company successfully participated in a number of further tender procedures conducted by Moldovan government, which are currently in the stage of implementation.

The Company's short-term strategy further included active participation in industrial tender procedures in order to secure new orders for the financial year 2015 to be able to maintain similar level of results as in previous periods.

INDUSTRY OVERVIEW

I. MOLDOVAN ECONOMY

The Republic of Moldova is a small and densely populated country, which gained its independence and became a sovereign state on 27 August 1991.

After a prolonged recession in the 1990s, GDP has grown for seven straight years and inflation has decreased.

For economic growth, Moldova, which is consistently ranked among the poorest countries in Europe, relies heavily on investments, foreign trade, and remittances sent by Moldovans working abroad. In 2007, remittances equalled to 38 % of Moldovan GDP.

Recent years have seen an increase in foreign direct investment (FDI) as investors have taken advantage of the eastward expansion of the European Union (EU), which now borders Moldova following the January 1, 2007, accession of Romania.

The Government of Moldova has made efforts to tackle some obstacles to investment, such as corruption and red tape.

Furthermore, Moldova has declared European integration to their strategic objective.

The country had an Action Plan with the EU that set out a roadmap for democratic and economic reforms and the harmonisation of Moldovan laws and regulations with European standards.³

In 2006, after a five-year intermission, the Government resumed financial relations with the

IMF by signing a Memorandum of Economic and Financial Policies that included criteria for the improvement of macroeconomic indicators, infrastructure development and better state property management.⁴

In coordination with the IMF, the Government has introduced budgets with low deficits and declared the reducing of inflation to its goals.

A new Supplementary Memorandum of Economic and Financial Policies has been signed on 12 January 2012, which envisages such objectives as maintenance of macroeconomic stability, consolidation of public finances and acceleration of structural reforms for supporting the tax-budget strategy.⁵

In 2013, Gross Domestic Product (GDP) totalled USD 7.95 billion, revealing a growth tendency of approx. 8% compared to the data of 2012.

Thus, in 2013 the Moldovan economy continued its market recovery trend, after the severe decline recorded during 2009 as a result of the global economic crisis.⁶

The unfavourable regional environment has started to affect Moldova's external position, especially since the fourth quarter of 2014.⁷

The current account narrowed to 3.8 percent of GDP in January–September 2014, with a shift of exports rom the Commonwealth of Independent

³ "Investing Guide Moldova 2012" prepared by PwC Moldova in cooperation with the Ministry of Economy and the Moldovan Investment and Export Promotion Organisation: http://www.pwc.com/en_MD/md/assets/document/investing_guide_moldova_2012.pdf

⁴ "Investing Guide Moldova 2012"

⁵ "Investing Guide Moldova 2012"

⁶ "Investing Guide Moldova 2012"

⁷ World Bank Group –Moldova Partnership Country Program Snapshot April 2015; http://www.worldbank.org/content/dam/Worldbank/document/Moldova-Snapshot.pdf

102

States (CIS) to the EU.⁸ At the same time, heightened regional risks reduced inflows on the financial account.⁹

The rapid weakening of the Russian Ruble in the fourth quarter of 2014 and a reduction in money transfers to Moldova put pressure on the local currency.¹⁰

During October 2014–February 2015, the Moldovan leu lost 23 percent against the U.S. dollar, while foreign exchange reserves declined by 25 percent.¹¹

In summary, country’s overall economic performance over the last few year is generally regarded as relatively strong, supported by improved monetary, fiscal and not least, exchange rate policies.¹²

As compared to the pre-crisis year of 2007, Moldova experienced thereafter the highest cumulative GDP growth in the region.¹³ At the same time, due to the country’s climatic and global economic conditions, this growth has been volatile.¹⁴

Real GDP grew by 7.1% in 2010 and 6.4% in 2011, contracting in 2012 by 0.7% as a consequence of a drought inducing contraction in agriculture, amounting to -22.3%, on one side, and the Eurozone crisis, on the other.¹⁵

However, already in 2013, the growth rebounded showing the GDP increase by 9.4% mainly driven by a record harvest.¹⁶

Subsequently, in January – September 2014, growth slightly decelerated to a still strong 4.7% as a result of a weak economic activity of major economic partners and Russian trade restrictions.¹⁷

Despite these measures, the trade activity of the country maintained an increasing trend, with the EU becoming Moldova’s main trade partner, accounting for 52% and 49% respectively of Moldova’s exports and imports during January–September 2014.¹⁸

⁸ Moldova Partnership Country Program Snapshot April 2015
⁹ Moldova Partnership Country Program Snapshot April 2015
¹⁰ Moldova Partnership Country Program Snapshot April 2015
¹¹ Moldova Partnership Country Program Snapshot April 2015
¹² World Bank, Contries Overview, Moldova, http://www.worldbank.org/en/country/moldova/overview, last visited September 29, 2015.
¹³ World Bank, Contries Overview, Moldova
¹⁴ World Bank, Contries Overview, Moldova
¹⁵ World Bank, Contries Overview, Moldova
¹⁶ World Bank, Contries Overview, Moldova
¹⁷ World Bank, Contries Overview, Moldova
¹⁸ Briefing book from Development Partners of Moldova, January 2015, http://www-wds.worldbank.org/external/default/WDSContentServer/WDSP/IB/2015/03/25/000333037_20150326093947/Rendered/PDF/952500WP00PUBL0BriefingBook0english.pdf, last visited September 29, 2015

II. COMPETITION

Today, the key market players are Daac Victoria, Auto Prezent Srl. S.A. Daac Hermes and Service Auto Prim which generate main part of industrial cash flow. The tables below compare the key

financial indicators and ratios of Auto-Prezent Srl. with the main competitors in the domestic market of Moldova in 2011:

Company name	Operating revenue (Turnover)	P/L before tax	P/L for the period [<Net income)	Total assets	Shareholder's funds
DAAC-VICTORIA	4 014	121	121	2 068	1 532
Auto-Prezent Srl.	3 781	1 841	341	4 182	-1 137
S.A. DAAC HERMES (2010)	3 776	146	146	4 678	2 148
SERVICE AUTO PRIM	369	41	41	391	227
Sum	11 940	2 149	649	11 319	2 770
Average	2 744	67	67	3 708	3 108

Based on the operating revenue generated in 2011, the Company acquired and holds over $25\%$ market share in Moldova taking one of the leading positions in the industry[19]:

Hereby, the Group can rely, among others, on one of the most advanced retail networks in the Republic of Moldova, alongside with well-established long-term relationships with Group's supply providers.

As a result thereof, the Group was able to secure preferential rates and exclusive dealership agreements with considerable number of manufacturers.

In consequence, in the segment of supply and distribution of specialized machinery, the Group

currently occupies one of the market leader positions.

Market Share Operating revenue (Turnover) 2011

III. TRENDS AND OUTLOOK

Although the country's economy is currently growing supported by the government's programmes, alongside with investments from the EU, EBRD and private investors into Moldova's infrastructure, agricultural and manufacturing sector, ratings remain constrained by low predictability and flexibility of income due to high long-term needs of the country in infrastructure financing.

Whilst there has been presence of international financial institutions, such as IMF, WB, EBRD in Moldova, their level of activity maintained at a comparably low level with financial support being reduced during the global economic downfall. However, in 2011 government programmes resumed.

As a consequence, the road construction and maintenance sector in Moldova acquired more than 200 items of equipment and machinery, with 108 of them purchased in 2011 alone.

During the same period the agricultural sector purchased over 700 tractors and combine harvesters with majority of tractors being modern multi-functional machinery using the latest technology.

In addition, Global Auto - Trade Group's Head Office is situated in Chisinau, on the cross-roads of major national routes.

With its prime location, the Company has capacity to rent parts of its facilities to other businesses including, inter alia, office, production, and retail and storage/warehouse space.

With the country's economy growing, organisations with fleets of vehicles and machinery will look to renew some of their equipment, require servicing existing fleet, need to purchase spare parts and accessories, etc.

As part of a new strategy, European Bank for Reconstruction and Development announced to invest € 300 million in the scope of the four-year infrastructure development strategy for Moldova.

It is expected that these funds will be used for the implementation of government infrastructure projects, mainly concerning Moldovan main roads construction and reconstruction.

Since 1992, the United States has provided nearly $1.2 billion in assistance to Moldova, including over $22 million in FY 2013 and a five-year, $262 million Millennium Challenge Corporation (MCC) Compact launched in 2010. The latter program supports a transition to high-value agriculture through the rehabilitation of roads and irrigation systems through an array of democratic, economic, justice-sector, and other reforms, inter alia, advancing Moldova's European integration.

In March 2014, the United States announces a 60 percent increase of U.S. assistance targeted to boost the productivity and competitiveness of Moldovan businesses and to facilitate access to EU markets.

The United States also encourages foreign investment in Moldova by helping to reduce barriers to trade and improve the ease of doing business.

In 2014, Moldova, alongside with Georgia and Ukraine, signed Association Agreement with EU to establish Deep and Comprehensive Free Trade Area with the European Union, marking a major step toward integrating more closely with the European Union.

In July 2015, a new Moldovan government was formed by the Prime Minister Strelet and his cabinet who received the mandate from Moldovan people on rapid reforms and more prosperous future of European integration.

The Group has already advanced to the implementation stage of the successfully negotiated and signed contract with the official distributor for Elf and Total in Moldova to launch an express centre for changing oils and filters for heavy-goods vehicles.

GLOBAL AUTO-TRADE GROUP PLC'S BUSINESS

I. OVERVIEW AND HISTORY

Global Auto - Trade Group PLC is a holding company comprised of two companies with a trade and servicing centre and a retail network of 9 stores across Moldova and is the only Moldovan company to provide end-to-end services from supplying, testing and servicing specialised construction, agricultural, passenger and heavy goods vehicles, auto components and accessories through to modification and CKD assembly of specialised machinery.

With approx. 25% market share in 2011 Global Auto – Trade Group PLC is one of the market leaders in the Moldovan automotive sector.

Over the past fifteen years Auto-Prezent Srl. and Megatest Srl. became one of the leaders in the automotive sector of Moldova.

Having qualified for the participation in the government tender procedures and with a positive

wins track of around 20-30% of totally announced tenders in the industry, Global Auto - Trade Group is in the prime position to offer its services to constantly increasing customer demands.

In 2008, the Company enhanced it organisational and management structure which consequented in receiving of ISO 9001:2008 certification and license to carry out tests of automobile safety, road worthiness aspects and exhaust emissions.

In the same year, the Group has registered its subsidiary, Megatest Srl., that changed its legal status from join-stock company (SA) to limited liability company (Srl.); in further important step, the Company's operating entity successfully implemented international quality system ISO 9004:2000.

106

II. PRINCIPAL MARKETS AND ACTIVITIES

The Company's Head Quarters and its flagship trade and service centre are located in the capital of Moldova, Chisinau, on one of the country's major transport routes.

Moldova is located between CIS and European Union.

Republic of Moldova has free trade agreements with the EU and is a member of CIS. This geographical position is strategically important for the Company as it provides access to both Eastern and Western European markets.

Source: The World Factbook (CIA)

The Company's key markets are Moldovan public and private organisations, operating with focus on network-based sectors, such as:

Road construction and maintenance;
Healthcare and veterinary services;
Water and sewerage;
Recycling and waste management and treatment;
Passenger transport, including educational organisations;
Logistics;
Agriculture;
Light commercial vehicles and cars.

Main products and services offered by the company include:

vehicle servicing, encompassing MOT (testing), repair and maintenance of vehicles and engines, vehicles' registration and insurance services;
vehicle sales by means of supplying machinery from leading CIS and European manufacturers, such as JCB, MAZ, Dorelectromash, Amkodor, GAZ, UAZ, and others;
sale of spare parts and accessories for motor vehicles, heavy goods and other specialised vehicles (agricultural and construction equipment), alongside with other spare parts and accessories;
letting and leasing of commercial premises, such as showrooms, office, workshop and storage space.

Consequently, the Company extended its range of services.

Auto-Prezent Srl. obtained dealership certificates and licenses for certain production processes from manufacturers and succeeded in becoming ISO 9001 accredited.

In order to further increase Company's market share, immediate aspirations of the company involve starting a new unique business direction in 2015/2016 by means of a launching a CKD assembly line.

This CKD assembly line is expected to cover an overall range of specialised vehicles for over 15 types of new machinery including assemblage designated for export.

However, the main purpose of the company is to engage in production of the bespoke orders of utility vehicles made by municipal authorities.

Already in 2012, the company carried out the necessary preparation work, having also been granted required licenses and permits.

Company currently operates on the Moldovan market.

For further information including a breakdown of total revenues by category of activity for each financial year covered by the historical financial

information please consult the sub-section VI "Financial Analysis per business section" of section "Management discussion of the operational performance of the business and the analysis of its financial condition" above.

III. COMPANY STRENGTH

Management sees the following as the major strong points of the Company:

The Company has strong management with an in-depth market and operational experience.

Management is well connected to all important local decision makers regarding the government tenders, obtaining permits and licenses and making optimal use of the given business environment in general.

The Company has established a strong brand with good reputation and positive image with the relevant clients in the market.

It has a historically strong working relationship with local and international vendors of the relevant brands, which it is continuously expanding.

Furthermore, the Company's operations are highly efficient with lean internal processes and competitive overhead cost.

Finally, the Company is operating in a high growth market with new opportunities due to the new boarder situation of Moldova with the EU. Hence, the Company is excellently positioned at the right time to take advantage of the near future developments:

Since 2011, the Group holds 20% market share of Moldova's automotive sector across all business areas with 25% in distribution of specialised vehicles, whereby its subsidiaries, Auto-Prezent Srl. and Megatest Srl., are well-established companies in the domestic market, in possession of a well-known and popular brand and image.

Alongside with being awarded numerous contracts out of scope of the government and non-state commercial tender procedures, e.g. to supply school buses to the educational sector, passenger and goods vehicles, waste collection machinery and emergency vehicles (ambulances and veterinary ambulances), the Group expanded its range of services to include repair and service of automatic transmissions and locomotive engines.

In consequence, the government of Moldova announced that further investment would be made into the country's infrastructure as well as agriculture, healthcare, energy, education, private sectors, regional development and other key strategic areas, which will require modernisation of fleets of specialised vehicles and provide unique opportunities for the Global Auto-Trade Group PLC.

108

IV. EMPLOYEES

The average annual number of employees of the Group amounted to 140 persons in 2012, and 134 persons both, in 2013 and 2014. The Global AutoTrade Group PLC itself as a pure holding structure has no employees, except for its management.

All personnel have contracts of employment and statutory social insurance contributions paid by the Company with staff wages and salaries lying approximately at the market average.

In addition to basic salaries, the Company makes active use of a result-based bonus system.

Authorised overtime and holiday entitlement payments (including public holidays) are also provided in accordance with applicable employment legislation of Moldova.

Except for Company's Secretary currently holding 83 ordinary shares of € 0.10 par value in the share capital of the Company, there are no arrangements involving employees in the capital of the issuer.

Currently, the staff is employed as follows:

Function/Department	Number of staff	Wages (in €)
Head Office
Administration	11	63,960
House Maintenance	4	19,420
Security	14	33,096
Accounts	4	23,164
IT	2	15,576
Sales	3	24,240
Warehouse	6	25,385
Chisinau Branch
Administration	4	23,160
Marketing	3	26,580
Service Centre Administration	2	15,360
Warranty & Guarantee	4	25,968
Heavy goods and specialised machinery servicing	9	54, 636
Car services	15	62,871
Engine Overhaul Services	11	57,120
National Branches
Trade Centre Mega	11	63,477
Edinec	2	7,800
Kagul	4	15,120
Soroka	3	11,700
Leova	2	7,800
Resina	3	11,700
Ungeny	4	15,240
Komrat	3	11,700
Total	126	615,073

V. PROPERTY, PRODUCTION FACILITIES AND EQUIPMENT

GATG PLC production facilities, office building for own use and equipment from audited financials as of December 31, 2014 and unaudited interim financial data for the period ended June 30, 2015:

	land and buildings	property under construction	plant and machinery	motor vehicles	furniture, fixtures and office equipment	total
	EURO	EURO	EURO	EURO	EURO	EURO
COST OR VALUATION
As at January 1, 2012	1.560.860	108.856	219.965	157.562	147.160	2.194.403
Additions	7.144	86.067	37.793	25.655	3.677	160.336
Disposals	0	0	-3.078	-20.127	-11.340	-34.545
Exchange differences	-99.325	3.943	9.629	-9.486	-12.694	-127.191
Adjustment on revaluation	2.903.697	0	0	0	0	2.903.697
Transfers	175.558	-175.558	0	0	0	0
As at January 1, 2013	4.547.933	23.308	245.051	153.604	126.803	5.096.699
Additions	0	15.688	27.553	11.897	12.385	67.523
Disposals	0	0	-12.920	-2.605	-222	-15.747
Exchange differences	-137.830	-2.973	-15.948	-13.046	-12.841	-182.638
Adjustment on revaluation	-322.820	0	0	0	0	-322.820
Transfers	-333.000	0	0	0	0	-333.000
As at January 1, 2014	3.754.283	36.023	243.736	149.850	126.125	4.310.017
Adjustment on revaluation	-461.375	0	0	0	0	-461.375
As at January 1, 2015	3.292.908	36.023	243.736	0	149.850	3.848.642
Additions	0	15.554	0	0	0	15.554
As at June 30, 2015	3.292.908	51.577	243.736	0	149.850	3.864.196
DEPRECIATION
As at January 1, 2013	0	0	148.814	76.631	100.251	325.696
Change for the period	100.159	0	8.332	10.311	8.337	127.139
Exchange differences	-13.784	0	-1.703	-1.621	-1.545	-18.653
As at January 1, 2014	86.375	0	155.443	0	85.321	434.182
Charge for the year ended	110.559	0	8.332	10.311	8.337	137.539
Adjustment on revaluation	-196.934	0	0	0	0	-196.934
As at January, 2015	0	0	163.775	0	95.632	374.787
Change for the period	31.976	0	8.332	10.489	8.337	59.134
As at June 30, 2015	31.976	0	172.107	0	106.121	433.921
NET BOOK AMOUNT
As at June 30, 2015	3.260.932	51.577	71.629	0	43.729	3.430.275
As at January 1, 2015	3.292.908	36.023	79.961	0	54.218	3.473.855

Portion of Group's tangible fixed assets are subject to the following encumbrances in form of security interest for borrowings.

As of the date of this Prospectus, the bank loans and overdrafts are secured as follows:

Mortgages over the Auto Center with a total area of 11,171.60 sqm and adjacent land measuring 1,379 ha at Socoleni street 1, Chisinau, Moldova;

The Balti building is subject to pledge to the benefit of Euro Credit Bank for the overall amount of € 32,583 as of June 30, 2015.

There exist no further encumbrances on any of the Group's tangible assets.

GATG's anticipated sources of fund needed to fulfil these commitments are the results of operational activities of its main subsidiary, Auto-Prezent S.r.l.

VI. INVESTMENTS

GATG PLC's principal investments data extracted audited financials as of December 31, 2014 and unaudited interim financial data for the period ended June 30, 2015:

GROUP'S PRINCIPAL INVESTMENTS

Global Auto-Trade Group PLC is a holding company operating out of Moldova and focused on Moldovan owned assets.

Since the incorporation of its main subsidiary, Auto-Prezent Srl., Company has made significant investments as detailed in the table below:

	2014	2013	2012
	EURO	EURO	EURO
Investment properties
as at 1 January	2,230,000	2,038,980	674,571
additions	0	333,000	3,593
depreciation		0	-31,091
transfer from property, plant and equipment		0	0
exchange differences	0	0	-33,163
fair value adjustment	-216,000	141,980	1,425,070
as at 31 December	2,014,000	2,230,000	2,038,980
details of investment properties:
office space Socoleni building	1,768,000	2,230,000	2,038,980
office space Balti building	246,000	0	0
	2,014,000	2,230,000	2,038,980

The major investments into the business development were done up to the period of general economic recession starting in 2008 and causing delays in company's business development and realisation of its expansion strategy.

In 2009, the company stopped its investments activities into business expansion and concentrated on maintaining of its general financial soundness. Despite the overall market recession tendency, Company continued to develop, securing a leading position in the national market.

111

With the economy recovering in 2011, the group continues a steady growth in sales, inter alia, through winning a number of strategic government and commercial contracts and continues its investments into expansion strategy.

As regards property valuations, the policy of the Company is to perform valuations of its investment properties using the work of an independent evaluator. As at December 31, 2012, the Company engaged Winterhill Romania SRL, approved qualified valuer, which issued its report on February 27, 2013. The market value was determined using the cost method which assumes that an independent party will not pay more for the building/land than it costs to construct it anew.

As at December 31, 2013, the Group revalued its buildings engaging again Winterhall Romania SRL, which performed desk revaluation.

Winterhall Romania SRL revalued Company's assets using the revenue method, which implied assessment of rental revenues from rented spaces. Based on the fact that the rental fees negotiated

by the management of Company's main subsidiary, Auto-Prezent S.r.l., were lower than in previous year, the fair value of Group's properties, consequently, decreased.

In 2013, Auto-Prezent S.r.l. let in rent another of its buildings in Balti, Nicolae Iorga 8, which is detailed in the table above.

As at December 31, 2014, the Group engaged Winterhill Romania SRL to revalue GATG's buildings. The valuator employed the Revenue method based on assessment of rental yields from rented spaces. Due to the fact that the Group's subsidiary Auto-Prezent Srl., negotiated during the year rental fees lower than in the previous year, the fair value of Group's assets decreased. Measured at their historical cost, the net book value of land buildings amounted at December 31, 2014 to € 950.171.

PRINCIPAL INVESTMENTS CURRENTLY IN PROGRESS

In 2008, before the start of a general economic recession, Company's main subsidiary, Auto-Prezent Srl., initially received debt funding amounting to approx. € 2 million, provided in different tranches by Exim Bank for replenishment of working capital and modernization of Company's equipment.

In 2008, using own operational capital and received debt financing, Company laid foundation for further improvement of operational activity and expansion.

Most important investments for the business year 2008 were accomplished in the following areas:

Put into operation automobile technical testing station "Mega Test" with invested capital amounting to approx. € 380,000 into construction works. Technical station has total area of 770 m², of which 518m² are designated

for use as an operational area and further 252 m² for use as office facilities. Final stage of the construction and decoration work for the areas designated to office use required overall investments of approx. € 50,000. In 2011, Megatest became the third largest company by volume of testing trucks, cars and passenger vehicles in the country. Today, specialising exclusively on the automobile technical testing services, including MOT, Megatest is a separated business division of Global Auto-Trade Group PLC, being a 75% subsidiary of Auto-Prezent Srl.

Opened new service line for motorcars. Company had completed facilities constructed in previous periods for this business direction, with a total area of 600 m². During 2008-2009, Company made additional investment of

112

approx. € 55,000 for refurbishing, and purchase and installation of operational equipment.

Initiated construction of car wash segment with a total area of 250m². Company invested € 50,000 into receiving construction permission, lying of foundation, construction of service floor and engineering services. Additional € 18,000 were invested in construction of treatment facilities.
Company initiated construction of a convention centre with total area of 1184 m² having invested around € 30,000 in construction works, pipelines and networks. Company intends to use convention centre for own business events taking a position of a preferred training provider in the automobile industry on the local market. Due to the centre's location in the Chisinau business district, Company's plans also involve short-term renting of the premises.
Invested € 24,000 into engineering and conditioning systems in the main trade and service centre "Mega".

For the reason of business stagnation in 2009, the company stopped further investments into business expansion, so that construction works on the carwash facility and convention centre were not completed.

In 2010, local market suffered under effects of economic stagnation, which led to suspending of bank lending and stop of government programs. Both these factors together resulted in reduction of customer orders.

However, Company finished construction works of the third floor in the trade and service centre Mega, having invested further € 25,000 and subsequently let it in lease.

In 2011 Moldovan economy started to recover, banks resumed lending and government started economy incentives programs. During this period, Company continued to invest in equipping main commercial complex Mega with technical services and operational machinery.

In 2012, Company has invested € 110,000 into the equipment of own engine repair plant and now provides services of engines repair and maintenance to its clients.

Performing its strategy of business expansion on the neighbouring markets, in 2012 Company opened wholesale trade office in Moscow, Russia which, due to careful approach, currently is a separated business unit.

However, as soon as it reaches set benchmarks, it is planned to consolidate Company's office in Moscow into the holding structure.

In the first half of 2013, Auto-Prezent Srl. invested a further amount of € 100,000 into the re-equipment of testing station Megatest.

Nonetheless, today the two above-mentioned complexes, i.e. car wash facility and convention centre, are not operational, and now form part of the company's operation expansion strategy.

Having started already in 2008, Company lets in lease office and storage facilities.

FUTURE COMMITMENTS

As of the date of this Document, management bodies of the issuer have not made any further firm commitments on future investments.

113

VII. MATERIAL CONTRACTS

Under this Section, the Company presents a summary of each material contract (not being contracts entered into in the ordinary course of business) entered into by the Company:

within the two years immediately preceding the date of this Prospectus; or
which contains any provision under which the Company has any obligation or entitlement which is material to the Company as at the date of this Prospectus

1. MATERIAL CONTRACTS ENTERED WITHIN THE TWO YEARS IMMEDIATELY PRECEDING THE DATE OF THE PROSPECTUS

Within the two years immediately preceding the Prospectus Date, the Group has not entered into any material contracts other than contracts entered into in the ordinary course of business.

(A) CONTRACTS CONTAINING MATERIAL OBLIGATIONS/ENTITLEMENTS FOR THE COMPANY

As part of the Company's business, the Company has entered into agreements with third parties concerning activities relating to the Company's products and/or services.

The following agreements represent all of the agreements to which the Company is a party which are considered to be material to the Company's business as at the Prospectus Date:

Contracting Party	Starting Date	Closing Date	Subject of the contract	Amount C as of 20.08.2015
(Selling) Contracts for auto components
Apa- Canal S.A.	16.08.2013	16.08.2016	Auto components	170 000

There is no other contract not having been entered into in the ordinary course of business, entered into by any member of the Group which contains any provision under which any member of the

Group has any obligation or entitlement which is material to the Group as at the date of the registration document.

115

VIII. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

1. RESEARCH AND DEVELOPMENT

The Company's business model does not require any R&D activities as it can mainly operate adopting ordinarily used best practices in its core business areas.

2. PATENTS AND LICENSES

At present, the Group holds all permits, agreements, certificates and licenses necessary for performing its operating activities, closely monitoring any relevant regulatory changes.

Auto-Prezent Srl. is owner of a trademark "auto-PREZENT" registered in the National Register of Trademarks at the State Agency on Intellectual Property of the Republic of Moldova.

The Group holds no patents.

IX. LEGAL AND ARBITRATION PROCEEDINGS

Global Auto-Trade Group PLC and Auto-Prezent Srl. are currently not involved, and have never been involved, in any court proceedings, arbitration proceedings or proceedings before administrative authorities that, in the opinion of the Company, will have or recently had, a significant effect on the net assets, financial position and results of operation of the Company. To the best of the Company's knowledge and belief, there is also no threat of any such proceedings.

X. SIGNIFICANT CHANGES IN FINANCIAL OR TRADING POSITION

Since the end of the last interim unaudited financial period ended on June 30, 2015 no significant changes in the financial or trading position of the Company have occurred, except for the following:

Company's managements successfully renegotiated the terms and conditions of the bank loans originally provided by EximBank AO Gruppo Vento Banca/Euro Credit Bank to the Company in several tranches in local currency and bearing an heightened average effective interest rate of 13%.

As a result of negotiations, the short term portion of the loan was decreased, and the loan was converted to Euro with the heightened average effective interest rate at approx. 5%.

REGULATORY ENVIRONMENT

Although Global Auto-Trade Group PLC, as a holding company, is mainly governed by the provisions of Companies Act 2006, the operating subsidiaries are subject to further foreign laws based mainly on subsidiaries' areas of operations which, at present, are comprised of activities performed in the Republic of Moldova.

This section provides a general description of the regulatory environment in Republic of Moldova as regards business activity in the area of auto service and sales of automotive components. In particular, such activities include the import, supply, testing and maintenance of specialized construction and agricultural vehicles, passenger cars and heavy machinery, spare parts and accessories thereto.

I. APPLICABLE LAW

Due to the nature of contemplated business activity, the applicable law is quite extensive and includes regulation at the following levels of legislation:

Codes of Republic of Moldova (Civil Code, Tax Code, Customs Code, Administrative Code, Code, Labor Code).
Laws of Republic of Moldova ("On Licensing of Certain Types of Activities", "On Transport", "On Approval of Rules of Road", "On Protection of Consumer Rights", "On Mandatory Insurance of Civil Liability in front of Passengers", "On State Regulation of Foreign Trade activity", "On competition", "On State Control of Business Activity", "On Basic Principles of Business Regulation", "On Environmental Protection", "On Road Safety", "On Accounting", "On Entrepreneurship and Enterprises", "On Import and Purchase in Republic of Moldova of Certain Services and Property", "On Internal Trade", "On General Product Safety", "On Health Protection and Safety of Labor", "On Technical Regulation", "On Customs Tariff", "On Activities on Accreditation and Conformity Assessment", "On Industrial Safety of Dangerous Production Facilities", "On Entrepreneurial Patent", "On Standardization", "On Metrology").
Delegated legislation:
Regulations of Government of Republic of Moldova ("On Approval of Rules for Exchange of Non-Food Products and Warranty Terms" No.1465 dated 08.12.2003, "On Performing Retail Trading" No.931 dated 08.12.2011, "On Approval of Rules for Commission Trading" No.1010 dated 31.10.1997, "On Regulation of Monopolies in Republic of Moldova" No.582 dated 17.08.1995, "On Approval of National Road Safety Strategy" No.1214 dated 27.12.2010, "On Approval of Certain Acts for Implementation of Law On Protection of Health and Labor Safety No.186-XVI dated 10.07.2008" No.95 dated 05.02.2009, "On Approval of Rules of Public Services" No.147 dated 12.03.1996, "On Approval of Rules of Technical Inspection" No.385 dated 29.05.2001, "On Approval of Regulation on Accounting of Offenses" No.493 dated 14.08.2009, "On Approving Regulations on Accepting Goods in Republic of Moldova by Quantity and by Quality" No.1068 dated 20.10.2000, "On Approval of Rules of Retail Trade Regarding Certain Types of Food and Non-Food Products" No.65 dated 26.01.2001, "On Approval of Procedure for Indicating Prices for Goods Offered for Sale to Consumers" No.966 dated 18.09.2010, "On Use of Cash Registers with Fiscal Memory in Cash Payments" No.474 dated 28.04.1998, "On Approval of Regulation on Technical Supervision Performed by Traffic Police" No.415 dated 08.04.2003, "On Approval of Methodology for Calculating Basic Premium and Correction Factors for

116

Compulsory Insurance of Civil Liability for Damage Caused by Vehicles" No.318 dated 17.03.2008, "On Rules of Transportation of Passengers and Luggage by Road Vehicles" No.854 dated 28.07.2006, "On Approval of Regulation on Procedures for Conformity Assessment of Industrial Products in Regulated Areas (Modules)" No.49 dated 15.01.2013).

Other acts (Regulation of Ministry of Transport and Communication "On Procedure of Issuing Licenses by Ministry of Transport and Communication" No.2503 dated 25.03.1996, Order of Ministry of Local Public Administration "On Approval of Interim Rules in Road Transport" No.98 dated 06.06.2005, Order of Ministry of Transport and Road
Maintenance "On Approval of Rules on Operating Mileage of Tires of Vehicles" No.124 dated 29.07.2005, Order of Ministry of Transport and Road Maintenance "On Approval of Rates of Consuming Fuel and Lubricants for Motor Transport" No.172 dated 09.12.2005, Order of Ministry of Health "On Undergoing Primary and Mandatory Periodic Medical Examinations of Workers Working in Unfavourable Conditions" No.132 dated 17.06.1996, Order of Ministry of Economy "On Procedure for Issuance of Technical Permits for Commercial Entities that Perform Activities and/or Work in Field of Industrial Safety" No.8 dated 19.01.2010).

117

II. REGULATORY AUTHORITIES

Depending on the aspects of the contemplated commercial activity the regulatory functions are performed by the following state authorities:

Main State Tax Service of Republic of Moldova (through local tax inspections) – control over compliance of trading activities by commercial entities, control over the payment of due taxes and mandatory payments.
Department of Standards and Metrology of Republic of Moldova, the National Centre for Protection of Consumer Rights – control over consumer protection.
Local state administrations (through departments on trading issues or trade departments) – control over the trading activities (in particular, the implementation of state policy on the development of retail and wholesale trade; promoting the formation and saturation of the consumer market; the development and implementation of trade rules; coordination of activities on the development of trade infrastructure; interaction with local executive bodies and local authorities in the area of state regulation of trade relations.
Antimonopoly Committee of Republic of Moldova – control in the context of monopoly position of the entity in the market or other circumstances affecting the competitive environment (in particular, overseeing of establishment of cost-effective prices and rates for the services; control over compliance with the legislation of Republic of Moldova concerning consumer access to the auto services).
Ministries of Republic of Moldova – control over compliance with legislation, in respective areas, by the commercial entities.
Ministry of Internal Affairs of Republic of Moldova – control over compliance with the legislation by the commercial entities and prevention of administrative offences of criminal violations.

III. KEY LEGISLATIVE PROVISIONS

As a general rule, service stations providing technical assistance for transport vehicles, as well as sale of spare parts, including specialized vehicles, belong to the sector providing private services. Accordingly, with exception of state regulation applicable to certain technical aspects (e.g., as regards safety issues), this type of activity is not subject to strict state control.

Also, activities concerned are not subject to licensing or certification. At the same time, the setting-up of a service station requires a patent granting right to provide private services.

The level of prices for repair and maintenance of vehicles by private entities are not regulated by the state, therefore the price for such services is defined contractually.

SHAREHOLDER STRUCTURE

Global Auto-Trade Group PLC issued 4,007,446 ordinary shares and 50,000 preferred shares, both classes of € 0.10 par value, totalling to 4,057,446 shares in the capital of the company.

GATG PLC is incorporated in Douglas, Isle of Man, with registration no. 007294V.

The Company's registered office is at Acclaim House, 12 Mount Havelock Douglas, Isle of Man, IM1 2QG.

The main shareholders of the Global Auto-Trade Group PLC are:

Reva Finance Ltd and
Prime Assets Group Ltd,

both with registered office at Suite 102, Ground Floor, Blake Building, Corner Eyre & Hutson Streets, Belize City, Belize, and each with 1,733,333 ordinary shares and 25,000 preferred shares issued and outstanding.

Within each class of shares, the issuer's major shareholders do not have different voting rights, which translates to one vote per each ordinary share and 100 votes per each preferred share.

At the Prospectus Date, neither major shareholders nor any member of the Company's management, supervisory or administrative bodies intend to subscribe in the offer. To the extent known to the Company, there are no persons intending to subscribe for more than five per cent of the Offer.

The Company does not know of any person not a member of its administrative, management or supervisory body holding an interest in the company that would be notifiable under the applicable local (Isle of Man) law or under any applicable EU and/or Danish provisions.

To the extent known to the Company, besides the previously described indirect shareholdings of both Directors, the Company is not owned or not controlled, directly or indirectly, by other parties. In consequence, there are no measures in place to ensure that such control is not abused.

The Company is not aware of any arrangements that could later result in other parties taking over the control of the Company.

119

GENERAL INFORMATION ON THE COMPANY

I. RESPONSIBILITY FOR THE CONTENT OF THE PROSPECTUS

Global Auto-Trade Group PLC, with registered office at Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, is responsible for the content of this Prospectus in accordance with laws of Isle of Man, Danish, German and English laws.

II. ISSUER'S STATEMENT

Global Auto-Trade Group PLC declares that having taken all reasonable care to ensure that the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Global Auto-Trade Group PLC declares further that, as far as they know, the information in this Prospectus is correct, and that, to the best of their knowledge, all information contained in this Prospectus is, according to the Company's nature and of the Offer Shares is considered necessary to enable investors and investment advisors to make an informed assessment of Company's assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to Offer Shares.

December 4, 2015

Board of Directors

Mr Constantin Cebasev
Director, Chairman of the Group

Mr Igor Popa
Director, CEO of the Group

Mrs Ludmila Popa
Company Secretary

120

III. COMPANY NAME, REGISTERED OFFICE, FINANCIAL YEAR, DURATION

Global Auto-Trade Group PLC was incorporated on August 12, 2011, under the laws of the Isle of Man, with its registered office and business address at Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, registered under the Company House Registration Number: 007294V, ISIN Number: IM00BYY03G00. "Global Auto-Trade Group PLC" is the legal name of the Company. Since Company's shares are currently not traded on any regulated or non-regulated markets, the Company does not have any trading names.

The financial year of Global Auto-Trade Group PLC is a calendar year.

The Company is established for an unlimited duration. The Company complies with the local Corporate Governance Code and can be directly contacted under telephone number: +373 (22)85 52 54.

As a company formed in accordance with the laws of Isle of Man, Global Auto-Trade Group PLC is subject to the provisions of the Isle of Man, 2006 Companies Act (the "Act", as amended) and the regulations made thereunder as well as other Isle of Man legal provisions. The Act, which came into force on November 1, 2006, updated and modernized Isle of Man company law by introducing a new simplified corporate vehicle.

The new corporate vehicle follows the international business company model available in a number of other offshore jurisdictions.

The Act is based on familiar concepts and, while it does not contain any novelties as such, it sweeps away a number of the traditional company law formalities, including the concept of authorized share capital, the requirement to hold an annual general meeting, the requirement to maintain capital (subject to the company satisfying the Solvency Test (as defined in the Act)), the requirement to have a company secretary, the prohibition on financial assistance being provided by a company for the acquisition of its own shares and a number of compulsory registry filings.

The Act is a standalone piece of legislation. Companies incorporated under the Act are governed solely by its provisions.

It is a requirement of the Act that every company incorporated under the Act has, at all times, a registered agent in the Isle of Man.

The registered agent is one of the key people responsible for ensuring that a company is properly administered and various statutory registers and documents have to be maintained at the office of a company's registered agent.

In addition, only the registered agent of a company is permitted to make certain filings with, and submit certain applications to the Isle of Man Companies Registry.

Acclaim Limited, Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, IM12QG, has the responsibility for the accounting documents.

121

IV. STATUTORY AUDITORS

Under the Isle of Man, 2006 Companies Act, the Company is not obligated to have its financial accounts audited. According to Section 25.3 of the Articles of Association (the "Articles"), an audit of annual financial accounts may be executed from time to time if the shareholders so determine in a written resolution. The Company may also have its accounts audited if a transaction requires such audits.

After the incorporation of Global Auto-Trade Group PLC on August 12, 2011, Mr Bruno Seneque CPA (member of CPA Australia, CPA – No. 1913333), 342 Scarborough Beach Road Osborne Park, Western Australia, 6017, Australia was appointed as the auditor of the Company and has performed audit work for the Company covering the period of financial year 2012 and the previous fractional business year 2011.

Baker Tilly Klitou and Partners were assigned the mandate as the auditor for the business years 2010 through 2012 for company's subsidiary, Auto-Prezent Srl.

After the merger implemented in 2013, the Group decided not to re-appoint Mr Seneque and assigned the mandate for the financial years ended December 31, 2013, and 2014 to Baker Tilly Klitou and Partners given their familiarity with the operating business.

Baker Tilly Klitou and Partners S.r.l., with registered address in 65 Stefan cel Mare bd, 5th Floor, Office 507, Chisinau MD-2001, Moldova, (http://www.bakertillyklitou.md), is registered in Moldova (Reg.No.: 1007600043180), and is authorized and regulated by the Ministry of Finances of the Republic of Moldova.

V. REGISTERED AGENT

The Company's registered agent is:

Acclaim Limited
Acclaim House
12 Mount Havelock
Douglas, Isle of Man
IM1 2QC

VI. TRANSFER AGENT

The registrar, and stock transfer and paying agent of the Company is

Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier, JERSEY
JE1 1ES
Channel Islands

VII. BUSINESS PURPOSE OF THE COMPANY

Neither the Memorandum nor the Articles of Association give a statutory definition of the business purpose and the company is under is applicable Isle of Man Companies Act 2006 not obligated to make such a determination. It is left

with the directors to determine the appropriate use and goals of the Company from time to time in a manner that complies with the applicable laws and the Company's Articles of Association.

VIII. GLOBAL AUTO-TRADE GROUP PLC GROUP STRUCTURE

The Global Auto-Trade Group PLC is a 100% holding company. Its operating company is Auto-Prezent Srl. incorporated on March 27, 2009 in Moldova and, which is since May 08, 2013 a 100% subsidiary of the Global Auto-Trade Group PLC. Auto-Prezent Srl. is a majority shareholder by holding 75% shares at its subsidiary, Megatest Srl., incorporated on December 24, 2003 in Moldova.

Global Auto-Trade Group PLC has been established on August 12, 2011 as Reilly Capital PLC with Hatfield Limited having taken one subscriber share. Company's first business incident, share issue against a cash contribution, occurred on March 11, 2013.

The proportion of voting rights is equal to the holding of shares. Subsidiaries have no shares conferring any deviating voting rights.

Both subsidiary entities have their registered offices in Moldova with parent company, the Global Auto-Trade Group PLC, having the same voting rights as remaining minority shareholders.

While Global Auto-Trade Group PLC is a pure holding company, the subsidiaries are one of the Moldovan market leaders in import, supply, testing and servicing of specialized construction and agricultural machinery, passenger and heavy-duty vehicles and cars, as well as spare parts and accessories.

Both subsidiary entities have been incorporated in Moldova, having their registered offices in Moldova.

IX. DOCUMENTS AVAILABLE FOR INSPECTION

During the validity period of the registration form, GATG PLC's Memorandum and Articles of Association and all reports, letters, other documents and historical financial information for the Company and its subsidiaries for the business years 2012 through 2014, and fractional financial year ended June 30,

2015, valuations and statements prepared by any expert at the issuer's request, that are referred to in or are part of the registration form are available for inspection at the Company's registered office during normal business hours and can be obtained from the Company's website: http://www.globalautotg.com/.

X. THIRD PARTY INFORMATION OF MARKET, ECONOMIC AND INDUSTRY DATA; STATEMENTS BY EXPERTS

Unless otherwise specified, all references to market, economic data, industry data, and statistics in this Prospectus consist of estimates compiled by third party industry professionals, organizations, analysts, publicly available information or on the basis of Group's own knowledge of its sales and markets.

The reports used include publicly-available and third party data. Industry publications generally state that their information is obtained from sources they believe to be reliable but that the accuracy and completeness of such information is not guaranteed and that the projections contained therein are based on a number of significant assumptions. Although Company believes these sources to be reliable, Company does not have access to the information, methodology and other bases for such information. Therefore, Company has not independently verified the information and thus cannot guarantee its accuracy and completeness.

Market statistics are inherently subject to uncertainty and are not necessarily reflective of actual market conditions. Such statistics are based on market research which itself is based on sampling and subjective judgments.

The information in this Prospectus emanating from third parties has been accurately reproduced and, as far as Company is aware and able to ascertain from the information published by said third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

A third party business valuation report "Opinion on business value SRL "AUTO-PREZENT" was issued on September 24, 2013 by NBB M&A Advisors, with business address in Illinska str.8, block 5, 3rd floor, 04070 Kiev, Ukraine. The report was produced at the Company's request and is included in this Prospectus with the consent of the producer, including the form and context in which the report is included.

All audited financial statements in Section "Financial Section" have been produced at the Company's request and have been reproduced, including the form and context in which they are included, with the consent of the producers as stated.

XI. INFORMATION NOT CONTAINED IN THIS PROSPECTUS

Investors should rely only on the information contained in this Prospectus. No person has been authorized to give any information or make any representation other than as contained in this Prospectus, and, if given or made, such information or representation must not be relied on as having been so authorized by Global AutoTrade Group PLC.

Neither the delivery of this document nor any subscription or sale made hereunder will, under any circumstances, create any implication that there has not been a change in Group's affairs since the date of this document or that the information in this document is correct as of any time subsequent to its date.

No other document or information, including the content of Group's websites or of websites accessible through hyperlinks on Group's websites, form part of, or are incorporated by reference to this Prospectus; thus you may not rely on any such document or information.

INFORMATION ON THE SHARE CAPITAL AND APPLICABLE PROVISIONS

I. INFORMATION ON COMPANY SHARES AND SHARE CAPITAL

The issuance of Company's shares is based on the Isle of Man Companies Act 2006 and the Articles of Association of GATG PLC. Pursuant to the Articles of Association, the directors are authorised to issue no more than up to a total of 500,000,000 ordinary shares and 100,000,000 preferred shares. In respect to the Company, the Isle of Man Companies Act 2006 has abolished the requirement of the authorisation for the issue of share capital.

According to article 4.1.1 of the Articles, all ordinary shares issued by the Company to date have the same voting rights attached to them, one vote per one share, and each preferred share confers 100 votes per share. The shares are in registered form when certificated showing the names of the owner. Therefore, the shares are securitized. All shares issued and outstanding are of € 0.10 par value.

With regard to the transferability, the ordinary shares held by the main shareholders at the Prospectus Date, the Prime Assets Group Ltd (1,733,333 ordinary shares at the date of this prospectus), and Reva Finance Ltd (1,733,333 ordinary shares at the date of this prospectus), are subject to a lock-up period of 12 months following the first listing of the Company's shares on a European stock market.

On March 17, 2014 the shares of the Company were admitted to listing and trading on the GXG Market Main Quote segment, so that the Lock Up Period for Lock Up Shares expired on March 16, 2015.

At the time of admission to MTF, GXG Markets' Main Quote segment, Global Auto-Trade Group PLC had the share capital totalling to 4,057,446 shares of € 0.10 par value per share, issued and outstanding made up of 4,057,446 ordinary shares and 50,000 preferred shares, both classes of € 0.10 par value. All shares are fully paid up.

The Company has not issued any convertible or exchangeable securities or securities with warrants.

Global Auto-Trade Group PLC currently does not have any acquisition rights or any obligation over authorized but unissued capital.

It may issue additional shares of different classes from time to time if the Company so determines to finance further operational or inventory purposes and/or to cover operational costs and/or losses in capital.

No capital of any member of the Global Auto-Trade Group PLC group is under option or agreed conditionally or unconditionally to be put under option apart from the following:

On March 20, 2014 Company entered into Debt Conversion Option Agreement with Brewen Business Ltd and granted an option to convert Brewen Business Ltd.'s re-payment claim under the Loan Agreement made on 2001, with a maturity date on August 2015, into Company's shares of the then available class of ordinary shares, at a conversion price of € 0.25 or then applicable market price whichever is lower.

On June 23, 2014, the Company issued to Brewen Business Ltd. 1,400,000 shares of the then available class of ordinary shares of no par value each, pursuant to the conversion of payment obligation due under the Loan Agreement.

As at June 30, 2014 GATG PLC has raised GBP 57,900 against allotment of 289,500 new shares of the then available class of ordinary shares of no par value out of Company's issued treasury shares at the then applicable market price of € 0.25 which was then equivalent to GBP 0.20.

There were further 7,714,500 shares of the then available class of ordinary shares of no par value each, not fully paid-up, in the share capital of the Company held by the escrow agent of the

125

Company as treasury shares on behalf of the Company.

To comply with the then applicable requirements of the GXG's Markets' Main Quote Rules, the Company, on April 29, 2015, consolidated and divided its entire share capital (consisting of 48,689,599 shares of no par value each, fully paid-up and divided into 48,089,500 ordinary shares and 600,000 preferred shares) by factor 12 into 4,650,000 ordinary shares and 50,000 preferred shares, both classes of € 0.10 par value each. Furthermore, on June 11, 2015, the Company resolved to cancel in total 13 fractional, resulting from the consolidation and division, and all 642,541 ordinary shares, not fully paid-up, held as treasury shares.

As at the date of this document, Company's share capital consists of a total of 4,057,446 shares of € 0.10 par value each and fully paid-up, divided into 4,007,446 ordinary shares and 50,000 preferred shares.

There are no shares in the Company held by or on behalf of the Company by subsidiary of the Company.

II. DEVELOPMENT OF THE EQUITY CAPITAL

Incorporation	August 12, 2011
Issue of 1 ordinary share of no par value	August 15, 2011
General meeting: issue of 46,400,000 ordinary shares of no par value	March 11, 2013
Cancellation of 1 ordinary share of no par value	June 25, 2013
General meeting: issue of 600,000 preferred shares of no par value	March 24, 2014
Issue of 8,000,000 ordinary shares of no par value as treasury shares, not fully paid up	March 25, 2014
Issue of 1,400,000 ordinary shares of no par value upon exercise of the conversion option	June 23, 2014
Delivery of 289,500 ordinary shares on no par value each against payment received (out of 8,000,000 ordinary shares not fully paid-up)	June 30, 2014
SUBTOTAL:
48,689,500 SHARES OF NO PAR VALUE EACH, FULLY PAID-UP AND DIVIDED INTO 48,089,500 ORDINARY SHARES AND 600,000 PREFERRED SHARES AND
7,710,500 ORDINARY SHARES OF NO PAR VALUE EACH, NOT FULLY PAID UP
Consolidation and division of the entire share capital by factor 12 into 4,650,000 ordinary shares and 50,000 preferred shares, both classes of € 0.10 par value each	April 29, 2015
Cancellation of 13 fractional shares and 642,541 ordinary shares held as treasury shares	June 11, 2015
TOTAL
4,057,446 SHARES OF € 0.10 PAR VALUE EACH, ALL FULLY PAID-UP, DIVIDED INTO 4,007,446 ORDINARY SHARES AND 50,000 PREFERRED SHARES

The Company was incorporated on August 12, 2011, and has been in existence for three years and several months. On August 15, 2011, 1 ordinary share of no par value was issued against a consideration of £1.

There was resolved by the directors and the sole shareholder of the Company, holding a general meeting on March 11, 2013, that the nominal capital of the Company will be increased by € 1,000 by issuing 46,400,000 ordinary shares of no par value per each share.

On May 8, 2013, the Company purchased 100% of shares in Auto-Prezent Srl., 1 Socoleni Street, Chisinau municipality, MD-2020, Republic of Moldova.

On June 25, 2013 the Group authorized the cancellation of 1 ordinary share issued on August 15, 2011 to the former sole shareholder of the Company.

On March 24, 2014 the Company issued 600,000 preferred shares of no par value, and authorised Directors to issue the Offer Shares.

On March 25, 2014, the Directors of the Company issued 8,000,000 ordinary shares to be held in escrow as treasury shares to be delivered upon payment as might be determined by the Company or its Directors from time to time.

Following the exercise of the conversion option granted by Company's subsidiary to its creditor, further amount of 1,400,000 ordinary shares of no par value were issued on June 23, 2014.

Upon payment received, the Company allotted a further amount of 289,500 ordinary shares of no par value out of the amount of treasury shares held in escrow.

Therefore, the total number of shares issued and outstanding was 48,689,500 shares, composed of 48,089,500 ordinary shares and 600,000 preferred shares, both classes of no par value and fully paid-up. In addition, there were 7,710,500 ordinary shares of no par value, issued and outstanding, not fully paid-up and held in escrow as treasury shares.

On April 29, 2015, the Company consolidated and divided the entire share capital issued and outstanding, by factor 12 resulting in 4,649,990 ordinary shares and 50,000 preferred shares, issued and outstanding, both classes of € 0.10 par value each.

On June 11, 2015, the Company cancelled a total of 13 fractional shares resulted from the consolidation and division, and 642,541 ordinary shares of € 0.10 par value each, held as treasury shares, not fully paid-up.

As of the date of this Prospectus, Company's share capital is comprised of 4,057,446 shares of € 0.10 par value each, all fully paid-up, divided into 4,007,446 ordinary shares and 50,000 preferred shares.

127

III. APPLICABLE PROVISIONS

The following is a non-exhaustive summary of certain provisions of Company's Articles of Association and a brief description of certain provisions of the Isle of Man Companyies Act. This summary should be read in conjunction with the full text of GATG's Articles of Association in the context of the laws of Isle of Man applicable to the Group.

The Articles of Association do not contain regulations on the mission and the objectives of the company. The current version of the Articles of Association can be found on the company's website http://www.globalautotg.com/

There are no special regulations in the Articles, statutes, charter or bylaw provisions, that deal with an ownership threshold above which shareholder ownership must be disclosed.

The following is a description of the relevant applicable provisions and the rights attaching to the shares based on the Articles which have been adopted by the Company.

The Articles and/or relevant provisions of the Act contain, inter alia, provisions to the following effect:

GENERAL

A Share is personal property. In terms of the Act and the Articles, a Share confers on the holder the right to one vote at a meeting of the Company or on any resolution of the members of the Company, the right to an equal share in any dividend paid in accordance with the Act, and the right to an equal share in the distribution of the surplus assets of the Company.

Under the Act and subject to any contrary provision in its memorandum and articles, a company may issue more than one class of shares and may issue shares subject to terms that negate, modify or add to the rights described in the first paragraph of this section.

The rights attaching to the Shares are set out in the Memorandum and the Articles which may not be amended except pursuant to a resolution passed or requiring to be passed by shareholders with a majority of not less than 75% of such shareholders as, being entitled to do so, vote in person or by proxy. If at any time the Shares of the Company are divided into different classes, the rights attached to any class may only be varied by such resolution of a majority of not less than 75% of the

shareholders of that class. There are no conditions that are more significant than is required by law.

A member of a limited company has no liability, as a member, for the liabilities of the company. The liability of a shareholder to the company, as shareholder, is limited to (a) any amount unpaid on a share held by the shareholder; (b) any liability expressly provided for in the memorandum or articles of the company (at the date of this prospectus, there are no such provisions); (c) any liability to repay a distribution under section 51(1) of Companies Act 2006; and (d) any liability for calls made on the shareholder.

The issue by a company of a share that (a) increases a liability of a person to the company; or (b) imposes a new liability on a person to the company; is void if that person, or an authorised agent of that person, does not consent in writing to becoming or remaining the holder of the share.

As an entity registered under the Act, the Company is not obliged to have an authorized share capital and it is not subject to statutory maintenance of capital requirements.

Subject to the Articles, the Company can generally pay dividends or otherwise make distributions of income or capital at any time provided that the Solvency Test prescribed by the Act is satisfied, namely, that the Company is able to pay its debts as they become due in the normal course of the Company's business, and that the value of the Company's assets exceeds the value of its liabilities.

VOTING RIGHTS

Subject to any special terms as to voting on which any Shares may have been issued, at any general meeting every member who (being an individual) is present in person or (being a corporation) is present by a duly authorized representative, not being himself a member entitled to vote, shall on a show of hands have one vote – except for preferred shares that confer one hundred votes per each share – and on a poll every member present in person or by proxy or (being a corporation) by a duly authorized representative shall have one vote for each Share of which he is the holder. As such, major shareholders' voting rights are not any different.

When the Shares are divided into different classes the rights attached to any class may only be varied by resolution of the shareholders of that class passed by a shareholder or shareholders holding at least 75% of the voting rights exercised in relation thereto.

The Company may amend the Articles by resolution of the Shareholders.

There are no further regulations on the change of the rights of the shareholders that deviate from law, except where it is mentioned in the prospectus and in the referred Articles of Association that can be inspected on the Company's website http://www.globalautotg.com/

ALTERATION OF CAPITAL AND CHANGE OF CONTROL

The Company in general meeting may from time to time by a resolution passed by not less than 75% majority of shareholders alter its share capital comprising shares with par value in any way and, in particular, may:

(a) consolidate and/or divide all or any of its share capital comprising shares with par value into shares of larger or smaller nominal amount than its existing shares; or
(b) redenominate all or any of such shares as shares with a par value denominated in another currency on such basis as the directors see fit.

The Company may by resolution passed by not less than 75% majority of shareholders reduce its share capital in any manner provided that the directors are satisfied, on reasonable grounds, that the Company will, immediately after such reduction, satisfy the Solvency Test.

The Company may purchase, redeem or otherwise acquire its own Shares for any consideration provided that the Company continues to have at least one shareholder at all times.

Unless Shares are expressed to be redeemable, the Company may only purchase, redeem or otherwise acquire them pursuant to (i) an offer to all shareholders which, if accepted, would leave the relative rights of the shareholders unaffected and which affords each shareholder a period of not less than 14 days within which to accept the offer, or (ii) an offer to one or more shareholders to which all shareholders have consented in writing and in respect of which a resolution of the directors has been passed which states that, in the opinion of the directors, the transaction benefits the

129

remaining shareholders and the terms of the offer are fair and reasonable to the Company and the remaining shareholders.

As of the date of this Prospectus, the Company has not issued any shares which are expressly redeemable. Therefore, there exist no redemption provisions except those presented in this document, i.e. no shareholder is under an obligation to have his/her shares redeemed in whole or in part by the Company or by any third party, and noen of the Shares carry any redemption or conversion rights or any other special rights.

Any purchase, redemption or other acquisition of Shares by the Company is also subject to the directors being satisfied on reasonable grounds that, immediately thereafter, the Company will satisfy the Solvency Test.

The company has already issued 50,000 preferred shares, conferring 100 voted per each share. Preferred shares carry the potential risk that a change of control in the company could be delayed, impeded, deferred or prevented.

Moreover, there is also a risk that if the company issues further preferred stock in the future, a change of control in Group's company could be delayed, impeded, deferred or prevented. The potential issue of preferred stock could discourage potential acquisition proposals and could delay or prevent a change in control, which may adversely affect the market price of Group's stock.

The Articles of Association do not contain conditions on changes in capital more stringent than required by the applicable law. Furthermore, there are no special provisions that would have an effect of delaying, deferring or preventing a change in control of GATG PLC.

Where a scheme or contract (which also includes a series of contracts) involves the transfer of shares or any class of shares in a company ("the transferor company") to another person ("the transferee"), and the scheme has within 16 weeks after the making of the offer in respect thereof been approved by the holders of not less than 90 per cent in value of the shares affected, a member of a company is entitled to payment of the fair value of such member's shares upon dissenting from (a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation, if the company is a constituent company; and (c) an arrangement, if permitted by the Court.

4. ISSUE OF SHARES

Shares may be issued and options to acquire Shares may be granted at such times, to such persons, for such consideration and on such terms as the Directors may determine. The Directors are authorized, however, to issue no more than 500,000,000 ordinary shares and 100,000,000 preferred shares.

A Share may be issued with or without a par value. A Share with a par value may be issued in any currency. The par value of a Share with a par value may be a fraction of the smallest denomination of the currency in which it is issued.

The Company is able to issue bonus shares and nil or partly paid shares.

According to Art 36 (1) of the Act, here are no preemption rights within the meaning of Art. 36, since the Articles of Association of the Company do not expressly provide for the application of Art. 36.

Therefore, there are no preemption rights in respect of the issue of new shares under the Act and none are contained within the Articles.

Shares may be issued and options to acquire Shares may be granted at such times, to such persons, for such consideration and on such terms as the Company's shareholders may determine.

Shares may be issued as convertible shares. The Act 2006 does not contain any conversion provisions, neither are those included in

130

Company's Articles of Association. Should any convertible securities be issued by the Company, the Company may determine the conversion provision simultaneously with the issue of shares and/or introduce or amend those subsequently from time to time.

5. TRANSFER OF SHARES

Pursuant to section 46 (1) of the Companies Act 2006, a share is transferable subject to any limitations or restrictions set out in the Memorandum or Articles as described below.

No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

Shares may be transferred either in the case of shares in certificate form, by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, in the case of shares in uncertificated form, through the acquisition of title to the shares, as defined under the Companies Act 2006 Uncertificated Securities Regulations 2006 743/06.

The name of the transferee of the shares shall be entered into a register, in the case of certified shares, upon the Company or the Company's registrar of shares receiving an instrument of transfer complying with Article 11.1.1 of the Articles of Association, unless the directors resolve to refuse or delay the registration of the transfer.

In the case of uncertificated shares, the shareholder is entered into a register as outlined in Section 3.9 of the Articles of Association.

The directors may not resolve to refuse or delay the transfer of a share unless the shareholder has failed to pay an amount due in respect of that share.

The transfer of a share is effective, in the case of certified shares, when the name of the transferee is entered on the register as set out in Section 3.7 of the Articles of Association, in the case of uncertificated shares, when the transferee has obtained title to the shares according to the Companies Act 2006 Uncertificated Securities Regulations 2006 743/06 and according to Section 3.9 of the Articles of Association, which is and as would be evidenced by an entry on the register, if title had related to units of that class of shares held in certificated form.

If the directors are satisfied that an instrument of transfer or Dematerialization Instructions relating to shares have been signed but that the instrument or Dematerialization Instruction has been lost or destroyed, as regards certificated shares, the directors may:

Accept such evidence of the transfer of shares as they consider appropriate and
Determine that the transferee's name should be entered in the register of members notwithstanding the absence of the instrument of transfer.
In relation to uncertificated shares, take such steps as they think fit in relation to evidencing the transfer of title to uncertificated shares and re-allot such shares.

A person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder may, upon producing such evidence that the directors may reasonably require, elect either to become the registered holder of the share by giving notice to the Company to that effect or have some other person registered as the transferee by executing an instrument of transfer even though such person is not a shareholder at the time of the transfer. Any instrument of transfer of the shares must be in accordance with the provisions of Articles.

131

DIVIDENDS AND DIVIDEND POLICY

The Company may, by a resolution of the directors, declare and pay a distribution by way of dividend at such time and of such amount as the directors think fit if the directors are satisfied, on reasonable grounds, that Global Auto-Trade Group PLC will, immediately after the distribution, satisfy the Solvency Test.

The total of all dividends shall be apportioned per the total number of participating shares issued and outstanding, proportionately to each respective holding during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividends from a particular date, that share shall rank for dividend accordingly.

Dividends may be paid in money, shares or other property. The dividend entitlement arises on December 1st of each year.

No dividend payable in respect of a share shall bear interest against the Company. Any dividend unclaimed for three years from the date when it became due for payment shall, if the Board of Directors so resolves, be forfeited and cease to remain owing by the Company.

A dividend entitlement would normally become a debt due by the Company upon its approval for payment by the shareholders.

There are no specific dividend restrictions and procedures for non-resident shareholders. The rate of dividend and method of its calculation, periodicity and nature of payment is also not specified in the Articles: subject to the Solvency Test being satisfied and compliance with its Articles (as described in this section), the Company may make any dividend or other distribution.

Rights to dividend payments qualify as rights attached to the shares, so that the alteration of those rights, including any and all rights to dividend or distribution of the Company's funds, such as the subscription of shares at a discount, in favour of any shareholder, has to satisfy the

criteria described in the subsection "General" above.

The Company's dividend policy will be primarily dictated by its financial and investment needs. The payment of dividends will also be affected by the Group's financial results for each period.

In any event, the annual dividend payments by the Company cannot exceed the amount recommended by the Board of Directors, none of whom are under an obligation to either recommend or approve any dividend payments. Before recommending any distribution, Group's board of directors may set aside such amounts from Group's profits as they deem appropriate and as a reserve which, at their discretion, shall be invested in Group's business or other opportunities.

Global Auto-Trade Group PLC is a holding company and has no direct operations. The principal asset of the company is its share capital in Auto-Prezent Srl., through which the Group owns the share capital of 100% of the assets and all of the equity interests, and which principally operates Group's business.

As a holding company, the level of the Company's income and its ability to pay dividends primarily depends upon the receipt of dividends and distributions from its subsidiaries. The payment of dividends by its subsidiaries is contingent upon sufficient earnings, cash flows and distributable profits.

Since its incorporation, i.e. for the years ended December 31, 2011 through 2014, the Group has not paid any dividends to its shareholders.

The Company intends to use its cash resources and potential further funding for its operational activities as such, so that no dividends are intended to be paid in the near future.

Any earnings in the near future are expected to be retained for use in business operations and not being distributed until the Company has an appropriate level of distributable profits.

132

The declaration and payment by the Company of any dividends and the amount thereof will be in accordance with, and to the extent permitted by, all applicable laws and will depend on the results of the Company's operations, its financial position, cash requirements, prospects, profits available for distribution and other factors deemed to be relevant at the time.

DIRECTORS, ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The minimum of Directors is one and there is no maximum number.

A Director may be removed from office by a resolution passed at a meeting of shareholders called for the purpose of removing the director or for purposes including the removal of the Director or by a written resolution consented to by a shareholder or shareholders holding at least 75% of the voting rights in relation thereto; or a resolution of the Directors.

The business and affairs of the Company shall be managed by, or under the direction or supervision of the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company.

The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company other than those required by the Act or by the Memorandum or the Articles to be exercised by the Shareholders.

There are no statutory provisions limiting the powers of majority shareholders at the general meetings to pass a resolution that is likely to give certain shareholders or others an undue advantage over other shareholders.

In addition, the management is not aware of any statutory provisions under the laws of Isle of Man to limit or eliminate the obligation of the management to comply with any resolution passed by the general meeting if that resolution is invalid or contravenes the laws or the company's articles of association.

Moreover, the members of management are not precluded by statutory law from entering into any transaction that is clearly capable or providing certain shareholders or others with an undue advantage over other shareholders.

However, each Director shall exercise that person's powers as Director for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Act, the Memorandum or the Articles.

Each Director, in exercising powers or performing duties as Director, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

Any Director which is a body corporate may appoint any individual as its duly appointed representative for the purpose of representing it at meetings of the Directors, of any committee of Directors or of Shareholders and with respect to the signing of consent or otherwise.

The continuing Directors may act notwithstanding any vacancy in the Board. The Directors may exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

Any written contract, deed, instrument, power of attorney or other document may be made or executed on behalf of the Company by any person (including any Director) acting with the authority of the Directors.

Unless otherwise specified in the Act or in the Memorandum or Articles, the exercise by the Directors of a power given to them under the Act or the Memorandum or Articles shall be by a resolution passed at a meeting of, or consented to in writing by, the Directors or any committee of the Directors.

133

The Directors or any committee of Directors may meet at such times and in such manner and places within or outside the Isle of Man as the Directors or any committee of the Directors may determine to be necessary or desirable.

A Director may by a written instrument appoint an alternate who need not be a Director and the alternate shall be entitled to attend meetings of the Directors or any committee of Directors (as appropriate) in the absence of the Director who appointed such alternate and to vote or consent in the place of the Director until the appointment lapses or is terminated.

Any action that may be taken by the Directors or a committee of Directors at a meeting may also be taken by a resolution of Directors or a committee of Directors consented to in writing by a majority of the Directors or by a majority of the members of a committee of Directors provided that a copy of the proposed resolution is sent to all of the persons entitled to consent to it.

The consent may be in the form of counterparts, each counterpart being signed by one or more Directors or by one or more members of the committee of Directors.

There are no special further regulations on the administrative, management and supervisory bodies in the Articles of Association.

8. COMMITTEE

The Directors may designate one or more committees, each consisting of one or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

Any such delegation may be made subject to any conditions the Directors may impose, may be made collaterally with, or to the exclusion of, their own powers and may be revoked or altered.

The Directors have no power to delegate to a committee of Directors any of the following powers:

to amend the Memorandum or the Articles;
to change the registered office or registered agent;
to designate committees of Directors;
to delegate powers to a committee of Directors;
to appoint or remove Directors;
to appoint or remove an agent to act on behalf of the Company;
to fix emoluments of Directors;
to approve a scheme of merger, consolidation or arrangement;
to make a declaration of solvency;
to make a determination that, immediately after a proposed Distribution, the Company satisfies the Solvency Test; or to authorize the Company to continue as a company incorporated under the laws of a jurisdiction outside the Isle of Man.

9. PRE-EMPTION RIGHTS

According to the Articles of Association the Company may make further allotments of Shares that rank or would rank as to voting or distribution rights, or both, equally with, or in priority to Shares already issued in the Company, having already issued Shares in the Company.,

According to Art 36 (1) of the Act, there are no pre-emption rights within the meaning of Art. 36, since the Articles of Association of the Company do not expressly provide for the application of Art. 36.

Therefore, there are no pre-emptive rights in respect of the issue of new shares under the Act and none are contained within the Articles.

134

Shares may be issued and options to acquire Shares may be granted at such times, to such persons, for such consideration and on such terms as the Company's shareholders may determine.

10. WINDING UP

If Global Auto-Trade Group PLC is wound up, the surplus assets remaining after payment of all creditors are to be divided among the shareholders in proportion to the total number of participating shares issued and outstanding, per each shareholding respectively, subject to the rights attached to any shares which may be issued on special terms or conditions.

If Global Auto-Trade Group PLC is wound up, the liquidator, with the sanction of a Company's resolution, may divide among the shareholders in specie all or part of the Company's assets and may, for that purpose, value any assets and determine how the segment can be carried out between the members or different shareholder classes.

The liquidator may, with a similar sanction, vest all or part of the trustees' assets in such trusts for the shareholders' benefit with a like sanction.

Shareholders shall be compelled to accept any assets on which there is a liability.

11. MEETINGS AND CONSENTS OF SHAREHOLDERS

The directors may convene meetings of the Shareholders or any class of Shareholders at such times and in such manner and places within or outside the Isle of Man as they consider appropriate.

Upon the written request of a Shareholder entitled to exercise 10% or more of the Voting Rights in respect of the matter for which the meeting is requested, the Directors shall convene a meeting of Shareholders or class of shareholders.

When convening a Shareholders' meeting the Directors shall give not less than 14 days' notice of such meeting to the Shareholders.

A meeting of Shareholders or a class of Shareholders held in contravention of the requirement to give not less than 14 days' notice is valid if a Shareholder or Shareholders holding at least 90% of the total Voting Rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute a waiver in relation to all the Shares which that Shareholder holds.

The inadvertent failure of the Directors to give notice of a meeting to a Shareholder or the fact that a Shareholder has not received notice, does not invalidate the meeting.

A Shareholder shall be deemed to be present at a Shareholders' meeting or a meeting of a class of Shareholders if that person participates by telephone or other electronic means and all Shareholders participating in the meeting are able to communicate with each other.

Subject to any requirement for a higher majority specified in the Act or in the Memorandum or Articles, a resolution of the Shareholders or a class of Shareholders is passed at a meeting of such Shareholders if it is approved by a Shareholder or Shareholders holding a majority of in excess of 50% of the Voting Rights exercised in relation thereto.

To receive admission for a shareholders meeting it is necessary to have at least one share. Every shareholder, irrespective of the size of the holding has the right to attend, be given notice of, and to vote at general meeting.

135

CONFLICTS OF INTERESTS

A Director shall, forthwith after becoming aware of the fact that such Director is interested in a transaction entered into or to be entered into by the Company, disclose the interest to the Board.

136

IV. DISCLOSURE AND NOTIFICATION OBLIGATIONS FOR SHAREHOLDINGS, SQUEEZE OUT AND SELL OUT PROVISIONS, TAKEOVER BIDS

LAWS OF ISLE OF MAN

There are no generally applicable disclosure and notification obligations for shareholdings in an unregulated entity such as the Company under Isle of Man law, if the City Code is not relevant to the company in question. The Company's Directors consider City Code not to be applicable to the Company in the relevant factual circumstances.

Isle of Man law has statutory "squeeze out" provisions, but no "sell out" provisions.

Section 160 of the IOM Act 2006 provides that where a purchaser, through a contract or series of contracts involving the transfer of shares (or any class of shares) in a company, has obtained consent of 90 per cent. in value of the shares (or class of shares), the purchaser may give notice to any dissenters that it wants to acquire their shares. Upon such notice, save where the dissenters make an application to the Manx courts, the purchaser is entitled and bound to purchase those shares on the terms of the contract or contracts.

In addition to schemes of arrangement, Manx law provides for "mergers" (company A merges into company B) and "consolidations" (company A and company B merge to form a new consolidated company C). Generally, a written scheme of merger or consolidation is agreed between the boards of the two participating companies, circulated to shareholders and must be approved by 75 per cent. of the shareholders attending and voting of each company. Once approved, any dissenting shareholders are bound by the terms of the merger/consolidation, save that they have the right to apply to court for a determination of a fair value for their shares.

EU LAW

A company with shares admitted to trading on a regulated market in Denmark, in another Member State of the European Union or in a country with which the Union has entered into an agreement for the financial area which acquires or disposes of own shares, shall as soon as possible publish the unit of own shares if the unit reaches, exceeds or falls to less than 5% or 10% of the voting rights.

A company as mentioned above which has Denmark as its home country, shall also, as soon as possible publish the unit of own shares if the proportion reaches, exceeds or falls to less than 15%, 20%, 25%, 50% or 90% and limits on one-third or two-thirds of the voting rights.

DANISH LAW

As GATG is incorporated outside of Denmark and Company's shares are not admitted to trading and official listing within the meaning of the Danish Securities Trading Act, no disclosure and notification obligations under Danish law apply to the Company.

As relates to the mandatory takeover bids and/or squeeze-out and sell-out rules, the Danish Securities Trading Act (Part 8) and the Executive Order no. 562 of 2 June 2014 includes rules concerning public offers for the acquisition of shares admitted to trading on a regulated market or an alternative marketplace. As GATG's shares do not fall into those categories, the rules concerned are not applicable to the Company.

PUBLIC TAKEOVER BIDS

No public take-over bids by third parties for the Company's Shares have been presented during the previous or current financial year.

137

V. LEGAL PROVISIONS

The issue of the shares is grounded on the Isle of Man 2006 Companies Act.

The Companies Act 2006 ("the Act") received Royal Assent on the October 16, 2006 and came into operation on the November 1, 2006.

The Financial Supervision Commission has been appointed Registrar of Companies ("the Registrar") by the Treasury and is responsible for the administration of the Act.

The Act is, with the exception of the provisions relating to liquidation and receivership, a stand alone piece of legislation. Companies incorporated under it ("2006 Act companies") will co-exist with present and future companies incorporated under the Companies Acts 1931-2004 ("1931 Act Companies").

KEY FEATURES

A 2006 Act company has a number of key features including:

no requirement for authorized share capital;
no capital maintenance requirements (subject to satisfaction of a Solvency Test);
no prohibition on the giving of financial assistance;
reduced compulsory registry filings;
no statutory obligation to define the business purpose of the company
less prescriptive accountancy requirements;
no distinction between public and private companies;
simplified offering document requirements;
the ability to have single directors and (within certain restrictions) corporate directors;
no requirement to hold an AGM;
the availability of transfer of domicile procedures;
re-registration procedures; and
merger and consolidation procedures.

The Act provides that shares in a 2006 Act company may (without limitation):

be convertible, common or ordinary;
be redeemable at the option of the shareholder or the company or either of them;
confer preferential rights to distributions;
confer special, limited or conditional rights, including voting rights; and/or
entitle participation only in certain assets.

In addition, subject to any contrary provisions in a company's memorandum or articles, a company may:

issue bonus shares and nil or partly paid shares;
issue shares with or without a par value;
issue shares in any currency (if the shares have a par value);
issue shares numbered or unnumbered; and/or
issue fractional shares.

No certificated bearer shares are permitted.

CORPORATE BODIES AND MANAGEMENT

I. BOARD OF EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT

As of the date of this Prospectus, Group’s board of directors is composed of Mr Constantin Cebasev, and Mr Igor Popa, Company’s Directors, and Mrs Ludmila Popa, Company Secretary.

Members of the administrative board are also entrusted with and perform management functions for the Company.

| Mr Constantin Cebasev
Dacia bd 49 bl.1, apt.32, Chisinau,
2021 Republic of Moldova | Director |
| --- | --- |
| Mr Igor Popa
48 Pandurilor Str, apt. 13,14 Chisinau,
2021 Republic of Moldova | Director |
| Mrs Ludmila Popa
48 Pandurilor Str, apt. 13,14 Chisinau,
2021 Republic of Moldova | Company Secretary |

For the past five years: (i) there have not been any official public incriminations and/or sanctions against any of the above named issuer’s management or directors by statutory or regulatory authorities (including designated professional bodies) and (ii) they have never been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer; (iii) they were not involved in any insolvencies, receiverships or liquidations; (iv) there were no convictions in relation to fraudulent offences against the above named.

There are no conflicts of interest between any duties to the issuer and their private interests or other duties in the administrative, management and supervisory bodies, except that:

Both Directors of the GATG PLC, additionally to their indirect holdings through main shareholders, Reva Finance Ltd. and Prime Assets Group Ltd., also hold individually 83 ordinary shares each.

The company secretary, Mrs Ludmila Popa, Mr Igor Popa’s wife, as well as Ms Galina Popa, Mr Igor Popa’s daughter, Mr Gheorghe Popa and Mrs Larisa Popa, Mr Popa’s parents, Mr Ivan Lupu and Mrs Maria Lupu, Mr Popa’s parents-in-law, hold 83 ordinary shares each – or 664 ordinary shares in total.

Mrs Svetlana Cebaseva, Mr Cebasev’s wife, and Ms Tatiana Cebaseva, Mr Cebasev’s daughter, are also holders of 83 ordinary shares each.

Furthermore, both Directors hold each indirectly through main shareholders, Reva Finance Ltd and Prime Assets Group Ltd, 50,000 preferred shares conferring 100 votes per shares.

Through their shareholdings, Mr Cebasev and Mr Popa, the company’s CEOs, irrespective of the voting behaviour of other shareholders, and even after the placement of all Offer Shares, are in a position, to exercise considerable influence at the General Shareholders’ meetings and consequently over decisions regarding measures which are

139

presented for a vote at the General Shareholders' meetings (including the election of the Board and the approval of important capital measures).

Mr Cebasev's and Mr Popa's interests as major shareholders could conflict with their duties as CEO to act in the best interest of the company and/or interests of other shareholders and they could exercise influence over the Company to the detriment of the Company and/or other

shareholders, which could have material adverse effects on the business, financial condition, and results of operation of Global Auto-Trade Group PLC.

There are no prevention measures in place limiting this influence through their voting rights as the majority shareholders.

There are no stock options in place for the management.

MR CONSTANTIN CEBASEV, COMPANY'S DIRECTOR

Mr Cebasev's entrepreneurial career began in 1995, when he co-founded Rival Ltd, a heavy-duty and specialised vehicles company operating on Moldovan automotive sector.

During subsequent 17 years, having co-founded and served as a director in numerous companies, possessing deep and extensive technical knowledge of auto vehicles and road construction equipment, alongside with broad competence in tax optimisation, specifically in respect to requirements laid down in a number of

international tax conventions on double taxation, Mr Cebasev successfully negotiated with local and international partners and financial organisations with emphasis on technical and financial aspects relying on his good understanding and knowledge of the auto vehicle markets.

Mr Cebasev was appointed as a Director of the Company on January 21, 2013 to serve for an indefinite period of time pursuant to the Articles of Association of the Company.

MR IGOR POPA, COMPANY'S DIRECTOR

Mr Igor Popa being a multi-skilled professional began his career as an operator of microchips integration systems at Mezon factory in Moldova in 1991, where he acquired extensive knowledge and experience in managing staff and business planning.

His career as an entrepreneur began 1995, when Mr. Popa became a co-founder and director of the company, Rival Ltd, importing the specialised industrial heavy machinery from the Western Europe on the internal market of Moldova with subsequent distribution thereon.

For the past 17 years, Igor has been a co-founder and a director of a number of Moldovan

organisations operating in the automobile sector, such as Teboil Ltd and Viman-Auto Ltd.

Being in possession of superior management skills, highly motivated, dedicated, and conscientious with a determination to succeed, Mr. Popa has excellent communication, organizational, leadership, negotiation and interpersonal skills.

Mr Popa was appointed as a Director of the Company on January 21, 2013 to serve for an indefinite period of time pursuant to the Articles of Association of the Company.

140

MRS LUDMILA POPA, COMPANY SECRETARY

Mrs Ludmila Popa graduated from the Independent International University of Moldova in 2002 with a Master Degree in Law.

From 2003 and until 2007 Ludmila served as Programme Manager at Moldovan Trade Concern Aureola– Expo and was in charge of a PR program Casa Vinului - a national project to promote Moldovan wine manufacturers and distilleries.

Under Ludmila's leadership, the project attracted 15 largest wine and brandy producers in Moldova and today its participants are preferred suppliers for the Moldovan government's formal reception functions.

On the basis of Mrs Popa's extensive organisational, administrative and managerial experience, in 2003 Mrs Ludmila Popa was appointed to the position of a Legal and Contracts Manager to the Auto-Prezent Srl.

Mrs Popa also occupies a position of the in-house solicitor for Moldovan advertising agency Mediastil Grup.

Mrs Popa was appointed as a Company Secretary on January 21, 2013 to serve for an indefinite period of time.

The names of all companies and partnerships of which Messrs Cebasev and Popa, and Mrs Popa have been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, indicating whether or not the person concerned is still a member of the administrative, management or supervisory bodies or partner, are presented in the table below:

Person	Name of the company/partnership	Position	Currently Yes/No
Mr Constantin Cebasev	N/A
Mr Igor Popa	N/A
Mrs Ludmila Popa	IM 47th Parallel SRL, fil Zelinski	Director	Y
	Ad Agency “Mediastil Grup”	Executive Director	N

II. REMUNERATION AND BENEFITS

Both CEOs of the Company receive each an annual contractual remuneration of € 30,000, and Mrs Ludmila Popa, appointed as Company Secretary, is entitled to the annual remuneration of € 6,000, all of which are payable in equal monthly instalments.

The amount of annual contractual remuneration is deemed to include any payments receivable by the Executives as a Director and/or Secretary of the Company or any Group Companies.

The salaries are subject to annual review with no commitment to increase.

Any benefits not expressly referred to in Directors' and/or Secretary service agreements may be provided by the Company as ex-gratia and at the absolute discretion of the Company and do not confer any service contract entitlements to the Executives concerned.

In relation to the last financial year, as a result of the successful (i) acquisition of potential funding sources to the Company and (ii) accomplishment of the first major milestone in preparation of the Company's pre-IPO capital raise by means of GATG being quoted on the Main Quote segment of the GXG Markets on March 17, 2014, each of the Directors was issued and allotted of 25,000 preferred shares of € 0.10 par value each, for services rendered under Director's services agreements.

There are no stock options in place. There are no accruals for pension payments or similar benefits. There are no agreements providing benefits upon termination of employment with any of the members of the board or the senior management.

142

III. BOARD PRACTICES

Pursuant to the Articles of Association of Global Auto-Trade Group PLC, directors serve indefinitely until death, resignation or removal, whichever comes first.

Directors may be removed by a written resolution consented to by a shareholder or shareholders holding at least 75 % of the voting rights or by a resolution of the directors.

The directors of Global Auto-Trade Group PLC have all the powers necessary for managing, directing and supervising the business and affairs of the Company. Directors are obligated to disclose any conflict of interest in the event of personal interest in transactions into or to be entered by the Company to all other directors of the Company.

Such interested director may vote on a matter relating to the transaction, attend a director's meeting at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purpose of a quorum, and he may sign a document on behalf of the Company, or do any other thing in his capacity as a director that relates to the transaction. The interested director shall not, subject to compliance with the 2006 Isle of Man Business Company Act, by reason of his office be accountable to the Company for any benefit which he derives from such transaction. The directors serve full-time until retirement.

As a company incorporated pursuant to the laws of the Isle of Man, and the Isle of Man Corporate Governance Principles and Code of Conduct apply to all "designated bodies" and "departments of Government" within the meaning of the Treasury Act 1985, the Group is not subject to material corporate governance regime provisions.

Given the size and nature of Company's business, GATG does not have a remuneration and audit committee.

The Board is responsible for formulating and approving the Company's strategy, budgets and major items of expenditure, as and when required.

143

RELATED PARTY TRANSACTIONS

Except as mentioned elsewhere in this document, during the period covered by the historical financial information and up to the date of this Prospectus, Company has not entered into any related party transactions, as set out in the Standards adopted according to the Regulation (EC) No 1606/2002).

There is no conflict of interest between the administrative, management and supervisory

bodies, except as specifically stated in this Prospectus.

However, pursuant to the concerns raised by Company's auditors, the investors are strongly advised to consult section titled "Risk factors", as regards specifically to related party transactions.

RECENT DEVELOPMENTS AND OUTLOOK

On March 17, 2014 Company's ordinary shares were admitted to trading on the Main Quote segment of GXG Markets with the opening price of EUR 0.25 per share before the Company's shares were consolidated and divided by the factor twelve following the requirements laid down in GXG Markets' Main Quote Rules for Issuers.

GXG Markets closed the marketplace pursuant to GXG Markets' decision to return its Danish license with the effect as of August 18, 2015. After this date, Company's shares were neither publicly quoted, nor traded.

In 2015, it is expected that Chisinau Mayor's office will announce a tender procedure for construction

and management of household waste, the Group's aspirations of participating therein include a submission of its bid comprised of an offer to supply equipment and machinery, expanded by a further offer to construct a household waste management plant and manage the entire end-to-end project, whereby the Group has already met the entry qualification requirements for participation in this tender.

The Directors are unaware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on Company's prospects for the current financial year.

144

TAXATION

The issuer does not assume responsibility for withholding taxes at the source as far as permitted by law.

The following is a summary of certain Isle of Man, Danish, German and English income tax considerations relating to an investment in the Offer Shares.

The summary is for general information only and does not purport to constitute tax or legal advice. It is specifically noted that the summary does not address all possible tax consequences relating to an investment in the Offer Shares.

The summary is based solely upon the tax laws of the Isle of Man, Denmark, Germany and UK in effect at the Prospectus Date.

The laws may be subject to change, possibly with retroactive effect.

The summary does not cover investors, to whom special tax rules apply, including professional investors, and therefore, for example, may not be relevant to certain institutional investors, insurance companies, banks, stockbrokers and investors liable for tax on return on pension investments.

Investors in the Offer Shares are advised to consult their tax advisers regarding the applicable tax consequences of acquiring, holding, exercising and disposing of the Shares based on their particular circumstances.

Investors who may be affected by the tax laws of other jurisdictions should consult their tax advisers with respect to the tax consequences applicable to their particular circumstances.

145

I. TAXATION IN THE ISLE OF MAN

The following summary of certain Isle of Man taxation provisions assumes that the Company will neither invest in land and property situated in the Isle of Man nor will it be carrying out licensed banking activities.

Companies resident in the Isle of Man are subject to Isle of Man income tax on their worldwide income. The standard rate of corporate income tax is 0%. This rate applies to all profits derived by trading and investment companies, except for profits arising from Isle of Man land and certain banking activities which are subject to tax at 10%.

Withholding tax is generally not imposed on dividends, interest and royalties paid by Isle of Man resident companies. The ARI is a regime which prevents Isle of Man resident individuals from using Isle of Man resident companies subject

to 0% tax to avoid tax. The regime applies to Isle of Man residents for "relevant" Isle of Man resident companies. A company which is listed on a recognized stock exchange is not a "relevant" company and, therefore, the ARI does not apply to such a company.

Persons resident in the Isle of Man will, depending upon their particular circumstances, be liable to Isle of Man income tax on dividends received in respect of the underlying shares. Persons residing outside the Isle of Man will not have liability to Isle of Man income tax on dividends received in respect of the underlying shares.

There are no capital, stamp or inheritance taxes levied on the Isle of Man. No Isle of Man stamp duty will be payable on the issue or transfer of, or any other dealing in the shares.

146

II. TAXATION IN DENMARK

The following description of Danish tax rules applies solely to owners of Offer Shares who are tax residents of Denmark. Owners who are not tax residents of Denmark will generally not incur any Danish taxation in respect of the Offer Shares.

In the following, it is assumed that a shareholding in the Offer Shares will not give rise to control of foreign company (CFC) taxation.

This could be the case if a Danish shareholder together with related parties were to hold 25% or more of the shares in Global Auto-Trade Group and if, at the same time the Isle of Man corporate income tax paid by the Company was to constitute less than three-quarters of the amount of Danish corporate income tax which the Company would have paid had it been tax resident of Denmark.

INDIVIDUAL INVESTORS

The following description applies to individuals who invest in the Offer Shares outside of their pension savings. The tax treatment of an investment through a pension saving follows the rules described below under "Pension Funds".

DIVIDENDS

Dividends received are included in so-called share income. An individual's total share income for the year is subject to tax at 27% on the first DKK 48,300 (DKK 96,600 for married couples) (2013-threshold) and at 42% for share income exceeding DKK 48,300 (DKK 96,600 for married couples).

The relevant thresholds are for the 2013 income year and are adjusted annually. The said amounts include all share income for the individual or couple in question.

DISPOSAL OF SHARES

The rules of taxation on individuals' gains and losses on shares were changed effective 1st January 2006. Special transitional rules apply to the sale of shares on 1st January 2006 or later which had been acquired on or before 31st December 2005. The rules are not described below.

CORPORATE INVESTORS

DIVIDENDS

Companies holding less than 10% of the shares in the company paying dividends in 2013 must pay 25% dividend tax of dividends received.

A company holding 10% or more of the share capital of the company may receive such dividends free of tax.

DISPOSAL OF SHARES

Capital gains on quoted portfolio shares are taxed at the corporate tax rate of 25%. Capital gains on unquoted portfolio shares may be tax exempt. Quoted portfolio shares are subject to taxation on the accrual basis principle (compulsory), whereby increases in value are taxed annually.

Other shares may only be taxed when a gain is realised unless the accruals principle is chosen.

A capital gain on shares in qualifying companies is tax exempt if dealing with:

at least 10% ownership in a company resident in Denmark or in a taxation treaty country, or where the dividend is covered by the EU Parent-Subsidiary Directive; or
shareholding in group companies (decisive influence whereby the companies may either be subject to compulsory Danish joint taxation or could participate in a voluntary Danish international joint taxation).

A transparency rule applies when determining the qualification of the shares.

LOSSES

If dealing with portfolio shares subject to the accruals principle, losses can be deducted in the company's taxable income.

If instead gains are only taxed when realised, losses can only be offset against such gains and only the part of the tax loss in excess of received tax exempt dividends can be deducted. Net losses can be carried forward indefinitely.

If a gain on unquoted portfolio shares or on the shares in a qualifying company is tax exempt, a loss on such shares is not tax-deductible.

SHAREHOLDERS WHO ARE NOT SUBJECT TO FULL TAXATION IN DENMARK

A non-resident of Denmark will generally not be subject to Danish tax on the allocation or on the sale or other disposition of shares unless the shares can be allocated to a permanent establishment in Denmark.

Distributions in connection with a reduction of share capital will generally be taxed as dividends and not as capital gains.

It is possible to apply for an exemption from the Danish tax authorities allowing such dividends to be taxed as capital gains.

TRANSFER TAXES/STAMP DUTIES

Transfer of shares is not subject to any Danish share transfer tax or Danish stamp duty.

148

III. TAXATION IN GERMANY

The following is a general discussion of certain German tax consequences that are or may become relevant to shareholders who are German tax residents, i.e., persons whose residence, habitual abode, statutory seat or place of effective management and control is located in Germany, when acquiring, holding or transferring shares.

It does not purport to be a comprehensive description of all German tax considerations that could become relevant for the decision to acquire shares and, in particular, does not consider any specific facts or circumstances that may apply to a particular acquirer of shares including the tax consequences of the acquisition or holding of shares by investment funds and tax-exempt entities.

Furthermore, it does not deal with the German tax consequences in the event of corporate actions relating to shares, for example: free distribution or bonus issue of shares, rights issues or other capital reorganizations.

This summary is based on the laws of Germany currently in force and as applied on the date of this Prospectus, which is subject to change, possibly with retroactive or retrospective effect.

Prospective purchasers of shares are advised to consult their own tax advisers as to the tax consequences of the acquisition, holding and disposition of shares, including the effect of any state or local taxes under the tax laws of Germany and each country of which they are subject to tax. The specific tax situation of each shareholder can only be addressed adequately by means of individual tax advice.

149

TAX RESIDENTS

For the purposes of this document, the reference to "Tax Residents" relates to persons who are tax residents of Germany to be understood inter alia,

as persons whose residence, habitual abode, statutory seat, or place of effective management and control is located in Germany.

WITHHOLDING TAX ON ONGOING PAYMENTS AND CAPITAL GAINS.

Ongoing payments received by an individual shareholder will be subject to German withholding tax if the Shares are kept or administrated in a custodial account with a German branch of a German or non-German bank or financial services institution, a German securities trading company or a German securities trading bank (each, a German Disbursing Agent, auszahlende Stelle). The tax rate is 25 per cent. (plus solidarity surcharge at a rate of 5.5 per cent. thereon, the total withholding being 26.375 per cent.).

For individual shareholders which are subject to church tax an electronic information system for church withholding tax purposes applies in relation to investment income, with the effect that church tax will be collected by the German Disbursing Agent by way of withholding unless the investor has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern) in which case the investor will be assessed to church tax.

Only the Disbursing Agent might be obliged to withhold German taxes at source. However, the Disbursing Agent may credit any non-refundable foreign withholding taxes deducted from dividends paid on shares against the German withholding tax if certain requirements are met.

The same treatment applies to capital gains (i.e. the difference between the proceeds from the disposal or assignment after deduction of expenses directly related to the disposal or assignment and the cost of acquisition) derived by an individual Shareholder provided the Shares have been held in

a custodial account with the same German Disbursing Agent since the time of their acquisition. If Shares held or administrated in the same custodial account were acquired at different points in time, the Shares first acquired will be deemed to have been sold first for the purposes of determining the capital gains.

Where Shares are acquired and/or sold a currency other than Euro the sales price and the acquisition costs have to be converted into Euro on the basis of the foreign exchange rates prevailing on the sale date and the acquisition date respectively with the result that any currency gains or losses are part of the capital gains.

To the extent the Shares have not been kept in a custodial account with the same German Disbursing Agent since the time of their acquisition, upon the disposal or assignment withholding tax applies at a rate of 26.375 per cent. (including solidarity surcharge, plus church tax, if applicable) on 30 per cent. of the disposal proceeds, unless the current German Disbursing Agent has been notified of the actual acquisition costs of the Shares by the previous German Disbursing Agent or by a statement of a bank or financial services institution within the European Economic Area or certain other countries in accordance with art. 17 para. 2 of the Council Directive 2003/48/EC of June 3, 2003 on the taxation of savings income (e.g. Switzerland or Andorra).

In computing any German tax to be withheld, the German Disbursing Agent may generally deduct from the basis of the withholding tax negative investment income realised by the individual Shareholder via the German Disbursing Agent (e.g. losses from the sale of other securities with the

150

exception of shares). In addition, subject to certain requirements and restrictions German Disbursing Agent may credit foreign withholding taxes levied on investment income in a given year regarding financial instruments held by the individual Shareholder in the custodial account with the German Disbursing Agent.

According to the German tax authorities, however, losses from the sale of shares can only be of Frankfurt Stock Exchange against gains from the sale of other shares but not against other investment income, for example not against dividends (Decree of the German Ministry of Finance dated December 22, 2009, BStBl. I 2010, page 94 (rec. 68, 123).

Individual Shareholders may be entitled to an annual allowance (Sparer-Pauschbetrag) of €801 (€1,602 for married couples and for partners in accordance with the registered partnership law (Gesetz über die Eingetragene Lebenspartnerschaft) filing jointly) for all investment income received in a given year. Upon the individual Shareholder filing an exemption certificate (Freistellungsauftrag) with the German Disbursing Agent, the German Disbursing Agent will take the allowance into account when computing the amount of tax to be withheld. No withholding tax will be deducted if the Shareholder has submitted to the German Disbursing Agent a certificate of non-assessment (Nichtveranlagungsbescheinigung) issued by the competent local tax office.

German withholding tax will generally not apply to capital gains realized from the disposal of shares by a corporate shareholder. This exception from withholding tax applies to all cases where the shares form part of a German business or a German business partnership, provided that further requirements are met; for example, the shareholder has declared to the Disbursing Agent that the shares form part of holder's German trade or business (Section 43 para. 2 sentence 3 German Income Tax Act).

TAXATION OF CURRENT INCOME AND CAPITAL GAINS

The personal income tax liability of an individual Shareholder deriving income from capital investments in Shares is, in principle, settled by the tax withheld. To the extent withholding tax has not been levied, such as in the case of Shares kept in custody abroad or if no German Disbursing Agent is involved in the payment process, the individual Holder must report his or her income and capital gains derived from the Shares on his or her tax return and then will also be taxed at a rate of 25 per cent. (plus solidarity surcharge and church tax thereon, where applicable). If the withholding tax on a disposal or assignment has been calculated from 30 per cent. of the disposal proceeds (rather than from the actual gain), an individual Holder may and in case the actual gain is higher than 30 per cent. of the disposal proceeds must also apply for an assessment on the basis of his or her actual acquisition costs. Further, an individual Holder may request that all investment income of a given year is taxed at his or her lower individual tax rate based upon an assessment to tax with any amounts over withheld being refunded. In each case, the deduction of expenses (other than transaction costs) on an itemized basis is not permitted.

Losses incurred with respect to the Shares can only be off-set against investment income of the individual Shareholder realised in the same or the following years.

Where Shares form part of a trade or business the withholding tax, if any, will not settle the personal or corporate income tax liability. Where Shares form part of a German trade or business the current income and gains from the disposal, or assignment of the Shares may also be subject to German trade tax.

151

NON-RESIDENTS

Capital gains are not subject to German taxation, unless (i) the Shares form part of the business property of a permanent establishment, including a permanent representative, or a fixed base maintained in Germany by the Holder or (ii) the income otherwise constitutes German-source income. In cases (i) and (ii) a tax regime similar to that explained above under "Tax Residents" applies.

Non-residents of Germany are, in general, exempt from German withholding tax on interest and the

solidarity surcharge thereon. However, where Shares are not kept in a custodial account with a German Disbursing Agent and proceeds from the disposal, assignment or redemption of a Share are paid by a German Disbursing Agent to a non-resident upon delivery of the Shares, withholding tax generally will also apply. The withholding tax may be refunded based on an assessment to tax or under an applicable tax treaty.

INHERITANCE AND GIFT TAX

No inheritance or gift taxes with respect to any Shares will arise under the laws of Germany, if, in the case of inheritance tax, neither the deceased nor the beneficiary, or, in the case of gift tax, neither the donor nor the donee, is a resident of Germany and such Share is not attributable to a

German trade or business for which a permanent establishment is maintained, or a permanent representative has been appointed, in Germany. Exceptions from this rule apply to certain German expatriates.

OTHER TAXES

No German stock exchange transfer tax, stamp duty or similar tax is levied on the acquisition, the sale or other disposal of the shares. Furthermore, VAT does not apply to such transfers unless the transferor is allowed to opt and actually opts for VAT to apply. Net wealth tax is presently not levied in Germany.

The European Commission and certain EU Member States (including Germany) are currently intending

to introduce a financial transactions tax (FTT) (presumably on secondary market transactions involving at least one financial intermediary). It is currently uncertain when the proposed FTT will be enacted by the participating EU Member States and when the FTT will enter into force with regard to dealings with the Shares.

EU SAVINGS DIRECTIVE

By legislative regulations dated 26 January 2004 the German Federal Government enacted provisions implementing the information exchange on the basis of the EU Savings Directive into

German law. These provisions apply from July 1, 2005.

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are

required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State.

However, for a transitional period Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments

(the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). The European Parliament has proposed certain amendments to the Directive, which may amend or broaden the scope of the requirements described above.

153

IV. TAXATION IN THE UNITED KINGDOM

The comments below are of a general nature based on current United Kingdom law and H.M. Revenue & Customs' published practice as at the date hereof.

They describe the United Kingdom withholding tax treatment of payments made in respect of the Certificates, and the extent to which United Kingdom stamp duty and stamp duty reserve tax may be payable on the issue, transfer and redemption of the Certificates.

The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of Certificates. They relate only to the position of persons who are the absolute beneficial owners of their Certificates and may not apply to certain classes of persons. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. Any Certificate holders who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the United Kingdom, should consult their professional advisers.

The comments below are made on the assumption that:

(a) the Issuer is neither incorporated nor resident for tax purposes in the United Kingdom;
(b) the Certificates are not registered in a register kept in the United Kingdom by or on behalf of the Issuer;
(c) payments made to Certificate holders in respect of the Certificates do not have a United Kingdom source for the purposes of United Kingdom tax; and
(d) none of the Assets is or is an interest in or in respect of (i) land in the United Kingdom or (ii) stock, shares or loan capital issued by a company incorporated in the United Kingdom or registered in a register kept in the United Kingdom or, in the case of shares, paired with shares issued by such a company or registered in such a register.

UNITED KINGDOM WITHHOLDING TAX

Payments made to Certificate holders in respect of the Certificates will be payable without

withholding or deduction for or on account of United Kingdom tax.

INFORMATION REPORTING

Where a payment is made in respect of a Certificate to a Certificate holder (or to any person acting on its behalf), by any person in the United Kingdom acting on behalf of the Issuer (a "paying agent"), or is received by any person in the United Kingdom acting on behalf of the relevant Certificate holder (other than solely by clearing or arranging the clearing of a cheque) (a "collecting agent"), then the paying agent or the collecting

agent (as the case may be) may, in certain cases, be required to supply to H.M. Revenue & Customs details of the payment and certain details relating to the Certificate holder (including the Certificate holder's name and address).

These provisions will apply whether or not the payment has been paid subject to withholding or deduction for or on account of United Kingdom income tax and whether or not the Certificate

154

holder is resident in the United Kingdom for United Kingdom taxation purposes. In certain circumstances, the details provided to H.M.

Revenue & Customs may be passed by H.M. Revenue & Customs to the tax authorities of certain other jurisdictions.

OTHER UNITED KINGDOM TAX MATTERS

Any potential investor who is a United Kingdom tax payer must take their own professional advice on the tax consequences for them of acquiring, holding and disposing of Certificates, including on the potential application of the provisions of Chapter 5 of Part 2 of the Finance Act 2005 (Alternative finance arrangements).

Chapter 5 of Part 2 of the Finance Act 2005 contains provisions under which certain listed securities which meet specified criteria will, very broadly, be treated for certain United Kingdom taxation purposes as if they were loans made to the issuer on which interest and principal were repayable.

UNITED KINGDOM STAMP DUTY ("STAMP DUTY") AND STAMP DUTY RESERVE TAX ("SDRT")

Neither Stamp Duty nor Stamp Duty Reserve Tax are applicable to Isle of Man shares.

155

GLOSSARY

Act
The Companies Act 2006 of the Isle of Man

Advisory Board
The Advisory Board of the Company

ARI
The attribution regime for individuals which prevents Isle of Man resident individuals from using Isle of Man resident companies subject to 0% tax to avoid tax

Articles
The Global Auto-Trade Group PLC Articles of Association

BaFin
Bundesanstalt für Finanzdienstleistungsaufsicht

Board of Directors
The Company’s board of directors

CA 1931-2004
The Isle of Man Companies Acts 1931-2004

CIS Countries
Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan and Uzbekistan

City Code
City Code on Takeovers and Mergers issued by the UK Panel on Takeovers and Mergers

Company
Global Auto-Trade Group PLC with its registered office in Douglas, Isle of Man

G - 1

G - 2

CREST
Paperless share settlement system and system for the holding of shares in uncertified form in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations 2001).

CREST Regulations
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended.

Danish Companies Act
Consolidated act no. 322 of 11 April 2011 on Public and Private Limited Companies

Danish Prospectus Order
Executive Order no. 643 of 19 June 2012 issued by the Danish Financial Supervisory Authority on prospectuses for securities admitted to trading on a regulated market and for public offerings of securities of at least € 5,000,000

Danish Securities Trading Act
Consolidated Act no. 855 of 17 August 2012 on Securities Trading

Director/director
A member of a board of directors

External Data
Information which is taken from industry reports, market research reports, generally available information, commercial publications and other studies by third parties

FDI
Foreign Direct Investment

GDP
Gross Domestic Product

Group
The Company together with its subsidiaries on a consolidated basis

Holder
The person or persons recorded in the Register as shareholder for the time being

IFRS
International Financial Reporting Standards

IMF
International Monetary Fund

Memorandum
The Company's Memorandum of Association

MiFID
Commission Directive No. 2006/73/EC implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organizational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive.

MTF
Multi-lateral trading facility within the meaning of MiFID

Offer Shares
The new Shares being offered in connection with the Offering

Offering, The
The public offering in Denmark, Germany and the UK of up to 1,666,667 ordinary shares

Proceedings
Any legal action or proceedings arising out of or in connection with the shares.

Prospectus
This prospectus dated December 4, 2015

Prospectus Date
December 4, 2015

Register
The register maintained, or caused to be maintained, by the Company's registrar and by the registered agent in respect of share ownership and the names and addresses of shareholders

Registrar
Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, JERSEY, JE1 1ES, Channel Islands

G - 3

G - 4

Regulation 809/2004
Regulation (EC) 809/2004 of the European Commission

Regulation S
Regulation S under the U.S. Securities Act of 1933

Securities Act
The U.S. Securities Act of 1933

Shares
The total of outstanding shares of Global Auto-Trade Group PLC at any time

Solvency Test
The solvency test prescribed by the Act, namely that the Company is able to pay its debts as they become due in the normal course of the Company's business, and that the value of the Company's assets exceeds the value of its liabilities

Transferee
The person to whom shares in a company are transferred to under a scheme or contract, with squeeze-out provisions in the Act applying to the transfer

U.S.
United States of America

FINANCIAL SECTION

I. GATG PLC – Interim Financial Information for the Period ended June 30, 2015 F-2
II. GATG PLC – Consolidated Financial statements for the Financial Year ended December 31, 2014 F-24
III. GATG PLC – Consolidated Financial statements for the Financial Year ended December 31, 2013 F-65
IV. GATG PLC - Supplement Letter to Financial Statements for the Year ended December 31, 2013 F-105
V. GATG PLC – Audits for the Years ended December 31, 2011 and December 31, 2012 F-106

F - 1

I. INTERIM FINANCIAL INFORMATION FOR THE PERIOD ENDED JUNE 30, 2015

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PREPARED IN ACCORDANCE WITH IFRS

Period from 1 January 2015 to 30 June 2015

F - 2

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

CONTENTS	PAGE
Directors and other Officers	1
Report of the Directors	2 - 3
Consolidated statement of comprehensive income	4
Consolidated statement of financial position	5
Consolidated statement of changes in equity	6
Consolidated statement of cash flows	7
Notes to the consolidated financial statements	8 - 20

F - 3

GLOBAL AUTO TRADE GROUP PLC

DIRECTORS AND OTHER OFFICERS

Directors:
Mr. Igor Popa
Mr. Constantin Chebyshev

Independent Auditors:
Baker Tilly Klitou and Partners
65 Stefan cel Mare bd
Office 507
Chisinau, Moldova

Registered office:
12 Mount Havelock
Douglas, Isle of Man
IM12QG

Bankers:
EximBank AO Gruppo Veneto Banca Victoria Bank SA
Moldova AgroindBank SA
Banca de Economii SA
Energbank SA
Euro Credit Bank SA

Registration number:
007294V

F - 4

GLOBAL AUTO TRADE GROUP PLC

REPORT OF DIRECTORS

The Administrator presents its report and unaudited consolidated interim financial statements of the Group for the period from 1 January 2015 to 30 June 2015.

Principal activities

The principal activities of the Group are wholesale and retail trade for the following: spare parts for cars, trucks, tractors, agricultural machinery, road construction and utility equipment as well as any related components. Also the Group is involved in auto testing, through its subsidiary Megatest SRL.

Going concern basis

The financial statements have been prepared on a going concern basis as explained in note 26.

Results

The Group results for the period are set out on page 4.

Share capital

There were no changes in the share capital of the Company during the period under review.

Directors

The Directors of the Group are the ultimate beneficiary owners, Mr. Igor Popa and Mr. Constantin Chebyshev.

Directors responsibility

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and applicable law.

Under company law the directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company's financial position and financial performance;
make judgements and estimates that are reasonable; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Events after the reporting period

Any significant events that occurred after the end of the reporting period are described in note 28 to the financial statements.

F - 5

GLOBAL AUTO TRADE GROUP PLC

REPORT OF DIRECTORS

By order of Directors,

[signed]

Mr. Igor Popa

Director

Chisinau, 15 July 2015

F - 6

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Period from 1 January 2015 to 30 June 2015

| | Note | 30.06.2015
EURO | 30.06.2014
EURO |
| --- | --- | --- | --- |
| Revenue | 4 | 667,386 | 774,132 |
| Cost of sales | | (466,167) | (573,678) |
| Gross profit | | 201,219 | 200,454 |
| Other income | 5 | 93,418 | 108,717 |
| Selling and distribution expenses | 7 | (50,966) | (62,292) |
| Administration expenses | 6 | (314,793) | (251,282) |
| Other expenses | 8 | (1,865) | (663) |
| Operating loss | | (72,987) | (5,066) |
| Net finance costs | 10 | (334,320) | (307,135) |
| Net loss for the period | | (407,307) | (312,201) |
| Profit attributable to | | | |
| Owners of the parent | | - | (313,707) |
| Non-controlling interest | | - | 1.50 |
| | | - | (312,201) |
| Exchange difference arising on the translation of financial statements to presentation currency | | (294,952) | 81,843 |
| Other comprehensive expense for the period | | (294,952) | 81,843 |
| Total comprehensive income / (expense) for the period | | (702,259) | (230,358) |
| Attributable to: | | | |
| Owners of the parent | | - | (231,864) |
| Non-controlling interest | | - | 1.50 |
| | | - | (230,358) |
| Loss per share attributable to equity holders of the parent (EURO) | 11 | (0.01) | (0.01) |

The accompanying notes are an integral part of these financial statements.

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2015

| | Note | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- | --- |
| ASSETS | | | |
| Non-current assets | | | |
| Property, plant and equipment | 12 | 3,430,275 | 3,473,855 |
| Investment properties | 13 | 2,014,000 | 2,014,000 |
| Intangible assets | 14 | 292 | 406 |
| Non-current loans receivable | 15 | 1,134 | 44,315 |
| | | 5,445,701 | 5,532,576 |
| Current assets | | | |
| Inventories | 16 | 318,748 | 398,739 |
| Trade and other receivables | 17 | 56,981 | 373,653 |
| Cash at bank and in hand | 18 | 36,219 | 49,328 |
| | | 411,948 | 821,720 |
| Total assets | | 5,857,649 | 6,354,296 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| Share capital | 19 | 620 | 620 |
| Share premium | 19 | 450,169 | 450,169 |
| Fair value reserve - land and buildings | 20 | 2,477,638 | 2,477,638 |
| Translation reserve | 20 | 407,593 | 112,641 |
| Accumulated losses | | (1,729,321) | (1,322,014) |
| Total equity | | 1,606,699 | 1,719,05 |
| Non-current liabilities | | | |
| Borrowings | 21 | 2,902,603 | 3,337,420 |
| Deferred tax liabilities | 22 | 361,063 | 361,063 |
| | | 3,263,666 | 3,698,483 |
| Current liabilities | | | |
| Trade and other payables | 23 | 197,316 | 366,479 |
| Borrowings | 21 | 789,968 | 570,280 |
| | | 987,284 | 936,759 |
| Total liabilities | | 4,250,950 | 4,635,242 |
| Total equity and liabilities | | 5,857,649 | 6,354,296 |

On 15 July 2015 the Directors of Global Auto Trade Group PLC authorised these financial statements for issue.

[signed]

Mr. Igor Popa

Director

The accompanying notes are an integral part of these financial statements.

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Period from 1 January 2015 to 30 June 2015

	Note	Attributable to equity holders of the Company
		Share capital EURO	Share premium EURO	Fair value reserve EURO	Translation reserve EURO	Accumulated losses EURO	Total EURO	Non controlling interests EURO	Total EURO
As at 1 January 2014		62	-	2,646.97	45.84	(857.79)	1,835.64	19.34	1,854.99
Comprehensive income
Net loss for the period		-	-	-	-	(482,523)	(482,523)	-	(482,523)
Other comprehensive income for the period		-	-	(169,335)	66,798	-	(102,537)	(1,046)	(103,583)
Total comprehensive income for the period		-	-	(169,335)	66,798	(482,523)	(585,060)	18,304	(566,756)
Transactions with owners
Issue of share capital	19	-	450,169	-	-	-	450,169	-	450,169
Transfer of non-controlling interest		-	-	-	-	18,304	18,304	(18,304)	-
Total transactions with owners		-	450,169	-	-	18,304	468,473	(18,304)	450,169
As at 1 January 2015		620	450,169	2,477,638	112,641	(1,322,014)	1,719,054	-	1,719,054
Comprehensive income
Net loss for the period	-	-	-	-	-	(407,307)	(407,307)	-	(407,307)
Other comprehensive income for the period		-	-	-	(294,952)	-	(294,952)	-	(294,952)
Total comprehensive income for the period		-	-	-	(294,952)	(407,307)	(702,259)	-	(702,259)
As at 30 June 2015		620	450,169	2,477,638	407,593	(1,729,321)	1,606,699	-	1,606,699

Share premium is not available for distribution.

The notes on pages 8 to 20 form an integral part of these consolidated financial statements.

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

Period from 1 January 2015 to 30 June 2015

| | Note | 30.06.2015
EURO | 30.06.2014
EURO |
| --- | --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Loss before tax | | (407,307) | (312,201) |
| Adjustments for: | | | |
| Depreciation of property, plant and equipment | 12 | 59,134 | 64,071 |
| Exchange difference arising on the translation of financial statements to presentation currency | | 294,952 | (242,722) |
| Unrealised exchange (profit) | | (282,203) | - |
| Interest expense | 10 | 216,265 | 204,386 |
| Cash flows (used in) / from operations before working capital changes | | (119,159) | (286,466) |
| Decrease in inventories | | 79,991 | 119,870 |
| Decrease / (increase) in trade and other receivables | | 284,583 | 59,063 |
| (Decrease) / increase in trade and other payables | | (169,163) | 119,729 |
| Net cash flows from operating activities | | 76,252 | 12,196 |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| Payment for purchase of property, plant and equipment | 12 | (15,440) | - |
| Net cash flows used in investing activities | | (15,440) | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| Proceeds from issue of share capital | | - | 72,954 |
| Repayments of borrowings | | (2,804,109) | (382,723) |
| Proceeds from borrowings | | 2,792,331 | 288,866 |
| Interest paid | | (137,413) | - |
| Net cash flows used in financing activities | | (149,191) | (20,903) |
| Net decrease in cash and cash equivalents | | (88,379) | (8,707) |
| Cash and cash equivalents: | | | |
| At beginning of the period | | 49,328 | 21,878 |
| At end of the period | 18 | 36,219 | 13,171 |

The accompanying notes are an integral part of these financial statements.

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

1. Incorporation and principal activities

Corporate Information

Global Auto Trade Group PLC (the "Group") and its subsidiaries Auto Prezent SRL and Mega Test SRL were set up as a group of companies on 15 March 2013.

The parent company of the Group, Global Auto Trade Group PLC was incorporated on 12 August 2011 as Reilley Capital PLC under the provisions of Isle of Man's Companies Act 2006. On 15 August 2013 the name of the Company was changed from Reilley Capital PLC to Global Auto Trade Group PLC.

The Group is operating through its 2 subsidiaries - Auto Prezent SRL and Megatest SRL.

The consolidated financial statements of the Group as at and for the period ended 31 December 2014 comprises the Global Auto Trade Group PLC and its subsidiaries (together refer to as a "Group" and individually as "Group entities").

The Group is one of the leading representatives of the Moldovan vehicles and construction machinery market. The main area of activity are wholesale and retail trade for the following: spare parts for cars, trucks, tractors, agricultural machinery, road construction and utility equipment as well as any related components. The Group is also involved in auto testing.

The most representative international brands of the Group are the following: JCB, Kamaz, ASAM, etc.

The distribution is made throughout a network of 13 branches throughout the Republic of Moldova, including 8 exhibition grounds equipment, with the department for overhaul of engines, service centers and qualified personnel.

Global Auto Trade Group PLC has the following structure:

Company	Activity	Shareholding
		30.06.2015	31.12.2014
Global Auto Trade Group PLC	Holding company
Auto-Prezent SRL	Trading construction and agricultural equipment	100%	100%
Megatest SRL	Auto test	100%	75%

Shareholders structure

The shareholders and their share in the Holding are as follows:

| | 30.06.2015
Percentage | 30.06.2015
Nr of shares | 31.12.2014
Percentage | 31.12.2014
Nr of shares |
| --- | --- | --- | --- | --- |
| Ultimate shareholder - Igor Popa | 43 % | 21,100,000 | 43 % | 21,100,000 |
| Ultimate shareholder - Constantin Chebyshev | 43 % | 21,000,000 | 43 % | 21,100,000 |
| Brewen Business | 3 % | 1,400,000 | 3 % | 1,400,000 |
| Shareholder list | 11 % | 5,089,500 | 11 % | 5,089,500 |
| Total | 100% | 48,689.50 | 100% | 48,689.50 |

F - 11

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

Treasury shares

	30.06.2015	31.12.2014
	Nr of shares	Nr of shares
Treasury shares	7,710,500	7,710,500
Total	7,710,500	7,710,500

On March 24, 2014 the Company issued 600,000 preferred shares of no par value, and authorised Directors to issue the Offer Shares.

Following the exercise of the conversion option granted by Company's subsidiary to its creditor, further amount of 1,400,000 ordinary shares of no par value were issued on June 23, 2014.

Upon payment received, the Company allotted a further amount of 289,500 ordinary shares of no par value out of the amount of treasury shares held in escrow.

Auto Prezent SRL

Auto-Prezent SRL was incorporated in the Republic of Moldova on 27 March 2009 as a private limited liability Company under the provisions of the Moldovan Companies Law. The Company is one of the leading representatives of the Moldovan car market. The main area of activity are wholesale and retail trade for the following: spare parts for cars, trucks, tractors, agricultural machinery, road construction and utility equipment as well as any related components.

The company Auto Prezent SRL has been founded as the successor of Auto Prezent SA, which was registered on 5 May 1998.

Megatest SRL

Megatest SRL has been incorporated on 21 March 2008, with owners Auto Prezent SA - 70% and Veilert Vladimir - 30%. In 2011 Auto Prezent SRL acquired another 5% of the shareholding in Megatest SRL. Presently the owners of Megatest SRL are Auto Prezent SRL - 75% and Brewen Business - 25%. In 2014 Brewen Business became the shareholder of Global Auto Trade Group through conversion of loan to shares.

The company Megatest SRL performs the following activities: auto testing, technical analysis of the vehicle, registration with authorities of the vehicles.

2. Unaudited financial statements

The interim financial statements for the six months ended on 30 June 2015 and 2014 respectively, have not been audited by the external auditors of the Company.

3. Accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied for all years. No retrospective adjustments were made for the prior periods in respect to the above treatment.

The subsidiaries maintain their accounting records in local currencies and in accordance with the accounting and reporting regulations of the countries of incorporation. Local statutory accounting principles and procedures may differ from those generally accepted under IPRS. Accordingly, the consolidated financial statements are based on statutory accounting records, with adjustments and reclassifications recorded for the purpose of fair presentation in accordance with IPRSs.

F - 12

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

3. Accounting policies (continued)

Going concern basis

Financial Statements have been prepared on a going concern basis as explained in note 26 to the Financial Statements.

4. Revenue

| | 30.06.2015
EURO | 30.06.2014
EUR() |
| --- | --- | --- |
| Sales of products | 496,679 | 586,259 |
| Rendering of services | 107,157 | 118,028 |
| Revenue from auto testing | 63,550 | 69,845 |
| | 667,386 | 774,132 |

5. Other income

| | 30.06.2015
EURO | 30.06.2014
EUR() |
| --- | --- | --- |
| Rental income | 93,418 | 105,663 |
| Gain from sale of property, plant and equipment | - | 3,054 |
| | 93,418 | 108,717 |

The Group rents part of its main building to lessees. The surface of rentable space is around 30% of total area of main building. The building from Balti is given in full in rent.

6. Administration expenses

| | 30.06.2015
EURO | 30.06.2014
EUR() |
| --- | --- | --- |
| Staff salaries | 109,228 | 113,828 |
| Rent | 3,749 | 7,262 |
| Taxes and penalties | 7,654 | 836 |
| Utilities | 25,906 | 20,626 |
| Repairs and maintenance | 2,496 | 3,367 |
| Sundry expenses | 14,880 | 32,187 |
| Motor vehicle running costs | 4,993 | 5,688 |
| Motor vehicle running costs | 11,483 | 14,284 |
| Depreciation | 59,134 | 53,204 |
| Other professional | 75,270 | - |
| | 314,793 | 251,282 |

7. Selling and distribution expenses

| | 30.06.2015
EURO | 30.06.2014
EUR() |
| --- | --- | --- |
| Salaries & wages | 50,026 | 58,506 |
| Motor vehicle running costs | 249 | 2,643 |
| Sundry expenses | 691 | 1,143 |
| | 50,966 | 62,292 |

F - 13

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

8. Other expenses

| | 30.06.2015
EURO | 30.06.2014
EURO |
| --- | --- | --- |
| Sundry expenses | 1,865 | 663 |
| | 1,865 | 663 |

9. Expenses by nature

| | 30.06.2015
EURO | 30.06.2014
EURO |
| --- | --- | --- |
| Changes in inventories of finished goods and work in progress | 466,167 | 573,678 |
| Staff costs | 159,254 | 172,334 |
| Depreciation expense | 59,134 | 53,204 |
| Other expenses | 291,759 | 88,355 |
| Total expenses | 976,314 | 887,571 |

10. Finance income / cost

| | 30.06.2015
EURO | 30.06.2014
EURO |
| --- | --- | --- |
| Foreign exchange gains | 170,645 | 43,260 |
| Finance income | 170,645 | 43,260 |
| Foreign exchange losses | 285,008 | 146,009 |
| Interest expense | 216,265 | 204,386 |
| Other finance expenses | 3,692 | - |
| Finance costs | 504,965 | 350,395 |

Net finance costs (334,320) (307,135)

11. Loss per share attributable to equity holders of the parent

	30.06.2015	30.06.2014
Loss attributable to shareholders (EURO)	(407,307)	(312,201)
Weighted average number of ordinary shares in issue during the year	46,400,000	46,400,000
Loss per share attributable to equity holders of the parent (EURO)	(0.01)	(0.01)

F - 14

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

Property, plant and equipment

	Land and buildings	Property under construction	Plant and machinery	Motor vehicles	Furniture, fixtures and office equipment	Total
	EURO	EURO	EURO	EURO	EURO	EURO
Cost or valuation
As at 1 January 2014	3,754,283	36,023	243,736	149,850	126,125	4,310,017
Additions	-	-	-	-	-	-
Disposals	-	-	-	-	-	-
Adjustment on revaluation	(461,375)	-	-	-	-	(461,375)
						3,848,64
As at 1 January 2015	3,292,908	36,023	243,736	149,850	126,125	2
Additions	-	15,554	-	-	-	15,554
						3,864,19
As at 30 June 2015	3,292,908	51,577	243,736	149,850	126,125	6

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

12. Property, plant and equipment (continued)

	Land and buildings	Property under construction	Plant and machinery	Motor vehicles	Furniture, fixtures and office equipment	Total
Depreciation
As at 1 January 2014	86,375	-	155,443	85,321	107,043	434,182
Charge for the period	110,559	-	8,332	10,311	8,337	137,539
Adjustment on revaluation	(196,934)	-	-	-	-	(196,934)
As at 1 January 2015	-	-	163,775	95,632	115,380	374,787
Charge for the period	31,976	-	8,332	10,489	8,337	59,134
As at 30 June 2015	31,976	-	172,107	106,121	123,717	433,921
Net book amount
As at 30 June 2015	3,260,932	51,577	71,629	43,729	2,408	3,430.27
As at 1 January 2015	3,292,908	36,023	79,961	54,218	10,745	3,473.85

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

12. Property, plant and equipment (continued)

As at 31 December 2014, the Group revalued its buildings using the Winterhill Romania SRL company, professional valuator. The company revalued the assets using the Revenue method, which implies assessment of rental yields from rented spaces. Due to the fact that the Auto Prezent negotiated during the year rental fees lower than in previous year, the fair value of its properties decreased.

13. Investment properties

| | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- |
| As at 1 January | 2,014,000 | 2,230,000 |
| Fair value adjustment | - | (216,000) |
| As at 31 December | 2,014,000 | 2,014,000 |

As at 31 December 2014, the Group revalued its buildings using the Winterhill Romania SRL company. The company revalued the assets using the Revenue method, which implies assessment of rental revenues from rented spaces. Due to the fact that the Auto Prezent negotiated during the year rental fees lower than in previous year, the fair value of its properties decreased.

Details of investment properties are as follows:

| | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- |
| Type | | |
| Office Space Rented from Socoleni Building | 1,768,000 | 1,768,000 |
| Office Space Rented from Balti Building | 246,000 | 246,000 |
| | 2,014,000 | 2,014,000 |

F - 17

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

14. Intangible assets

	Other intangible assets EURO
Cost
As at 1 January 2015	7,504
Exchange differences (650)
As at 30 June 2015	6,854
Amortisation
As at 1 January 2015	7,098
Exchange differences (536)
As at 30 June 2015	6,562
Net book amount
As at 30 June 2015	292
As at 1 January 2015	406

15. Non-current loans receivable

	30.06.2015 EURO	31.12.2014 EURO
Loans receivable	1,134	44,315
	1,134	44,315

Included are warranties paid for tender participation

The fair value of receivable loans approximates to their carrying amounts as presented above.

16. Inventories

	30.06.2015 EURO	31.12.2014 EURO
Raw materials	25,794	25,923
Goods for resale	197,409	277,355
Advances to suppliers	95,545	95,461
	318,748	398,739

Inventories are stated at the lower of cost and net realisable value.

F - 18

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

17. Trade and other receivables

| | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- |
| Trade receivables | 121,657 | 263,928 |
| Shareholders' current accounts | - | 75,270 |
| Receivables from state budget | 14,752 | 17,182 |
| Receivables from employees | 11,430 | 3,123 |
| Deferred expenses | - | 1,458 |
| Other receivables | 663 | 103,550 |
| | 148,502 | 464,511 |
| Less allowance for non collectible receivables | (91,521) | (90,858) |
| Current portion | 56,981 | 373,653 |

Allowance for uncollectible receivables includes amounts relating to trade and other receivables.

Ageing of past due but not impaired:

| | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- |
| 31-120 days | 56,981 | 373,653 |
| | 56,981 | 373,653 |

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

18. Cash at bank and in hand

Cash balances are analysed as follows:

| | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- |
| Cash in hand | 4,481 | 7,220 |
| Current accounts | 31,738 | 42,108 |
| | 36,219 | 49,328 |

The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in note of the financial statements.

19. Share capital and share premium

| | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- |
| Issued and fully paid | | |
| As at 1 January | 620 | 620 |
| Issue of capital | 450,169 | 450,169 |
| As at 31 December | 450,789 | 450,789 |

F - 19

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

19. Share capital and share premium (continued)

On 20 March 2014, Global Auto Trade Group PLC granted a debt conversion option to Brewen Business for the debt outstanding as at the date of conversion. As a result, 1,400,000 shares were converted in share premium, equivalent of EUR 374,899, which was the loan balance as at the date of conversion.

In June 2014 there was a sale of 289,500 shares through the GXG stock exchange. The collected amount was registered in the share premium account.

20. Other reserves

	Fair value reserve - land and buildings EURO	Translation reserve EURO	Total EURO
As at 1 January 2014	2,646,973	45,843	2,692,851
Fair value adjustment	(169,335)	-	(169,335)
Exchange difference arising on the translation and consolidation of foreign companies' financial statements	-	66,798	66,798
As at 1 January 2015	2,477,638	112,641	2,590,271
Exchange difference arising on the translation and consolidation of companies financial statements	-	294,952	294,952
As at 30 June 2015	2,477,638	407,593	2,885,251

The properties revaluation reserve arises on the revaluation of land and buildings. When revalued land or buildings are sold, the portion of the properties revaluation reserve that relates to that asset, and that is effectively realised, is transferred directly to retained earnings.

Exchange differences related to the translation of the financial statements from functional currency to presentation currency are recognized in the other comprehensive income for the year when are incurred.

21. Borrowings

	30.06.2015 EURO	31.12.2014 EURO
Current borrowings
Bank loans - current portion	789,968	570,280
	789,968	570,280
Non-current borrowings
Bank loans	2,902,603	3,337,420
Total	3,692,571	3,907,700
Maturity of non-current borrowings:
After one to two years	989,641	1,083,632
Between two and five years	1,912,962	2,253,788
	2,902,603	3,337,420

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

21. Borrowings (continued)

The analysis of the loans is listed below:

Number	Bank/ Third party	Agreement	Maturity	Interest	As at 30 June 2015	As at 31 December 2014
1	EximBank A(3) Gruppo Veneto Banca	2201	2017	14.0%	168,448	191,548
2	EximBank A(3) Gruppo Veneto Banca	2494	2019	13.5%	333,104	378,725
3	EximBank A(3) Gruppo Veneto Banca	2600	2019	13.5%	814,617	913,128
4	EximBank A(3) Gruppo Veneto Banca	2763	2019	13.5%	149,739	170,268
5	EximBank A(3) Gruppo Veneto Banca	2764	2019	8.08%	571,692	514,560
6	EximBank A(3) Gruppo Veneto Banca	2765	2019	8.23%	290,928	235,679
7	EximBank A(3) Gruppo Veneto Banca	3088	2019	13.5%	532,503	597,506
8	EximBank A(3) Gruppo Veneto Banca	3527	2019	13.5%	316,309	349,849
9	EximBank A(3) Gruppo Veneto Banca	3528	2019	13.5%	220,315	246,517
10	EximBank A(3) Gruppo Veneto Banca	3544	2019	13.5%	262,333	274,826
11	Euro Credit Bank	C.L.139
5-498	2015	14.0%	32,583	35,094
			Bank Loans		3,692,571	3,907,700

The bank loans and overdrafts are secured as follows:

Mortgages over the Auto Center, total area 11,171.6 sq m and adjacent land with area 1,379 ha, in Chisinau, Socoleni street, 1
The Group pledged in favor of Euro Credit Bank the building from Balti.
Pledges over the company cash and current receivables;

The weighted average effective interest rates at the reporting date were as follows:

	30.06.2015	31.12.2014
Bank loans	13%	13%

During the year the management of the Group managed to renegotiate loan conditions by decreasing the short term portion of the loan. As a result the maturity was increased with another year, which diluted the Group burden.

22. Deferred tax

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note . The applicable corporation tax rate in the case of tax losses is 12%.

F - 21

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

22. Deferred tax (continued)

The movement on the deferred taxation account is as follows:

Deferred tax liability

	Revaluation of land and buildings EURO	Fair value gains on investment property EURO	Total EURO
As at 1 January 2015	264,707	96,356	361,063
As at 30 June 2015	264,707	96,356	361,063

23. Trade and other payables

	30.06.2015 EURO	31.12.2014 EUR(1)
Trade payables	138,137	296,538
Prepayments from clients	9,310	18,287
Social insurance and other taxes	19,470	16,250
Accruals	2,419	-
Other creditors	27,980	35,404
	197,316	366,479

Other creditors include utilities companies Chisinau Gaz, Red Union Fenosa, Apa-Canal etc.

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

24. Related party transactions

The Group is controlled by Mr. Cebasev Constantin and Igor Popa, Moldovan citizens, which owns 37% each from the Group shares.

The following transactions and balances were carried out with related parties:

24.1 Receivables from shareholders (note 20)

	30.06.2015 EURO	31.12.2014 EUR(1)
Shareholder list	75,270	75,270
	75,270	75,270

F - 22

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2015 to 30 June 2015

24. Related party transactions (continued)

24.2 Sales of goods and services

| | 30.06.2015
EURO | 30.06.2014
EURO |
| --- | --- | --- |
| Ravitan | - | 668 |
| | - | 668 |

24.3 Receivables from related companies

| Name | Nature of transactions | 30.06.2015
EURO | 31.12.2014
EURO |
| --- | --- | --- | --- |
| AVT(PREZENT Russia) | | 58,439 | 53,434 |
| | | 58,439 | 53,434 |

25. Commitments

The Group had no capital or other commitments as at 30 June 2015.

26. Going concern basis

The financial statements of the Group have been prepared on a going concern basis.

Financial Statements have been prepared on a going concern basis. However, The Group has incurred losses of EUR(1) 332,037 for the period ended 30 June 2015, and as of that date the Group's current liabilities exceeded its current assets by EUR(1) 159,999. The management of the Group expects to continue operations and meet its obligations as they become due only with the contribution of the recurring affairs undertaken with private companies and public companies.

27. Political Environment

The operations and earnings of the Group continue, from time to time and in varying degrees, to be affected by political, legislative, fiscal regulatory developments in Republic of Moldova. The Group management is unable to predict what changes in conditions may occur and what the effect of such changes may have on the financial statements and position of the Group.

28. Events after the reporting period

In the extra-ordinary general meeting held on April 29, 2015, the Company resolved that the 55,800,000 ordinary shares and 600,000 preferred shares, both classes of no par value each, in the issued share capital of the Company be consolidated and divided into 4,650,000 ordinary shares, consisting of 4,007,458 fully paid up and 642,542 not paid up treasury shares, and 50,000 preferred shares, both classes of €0.10 par value each, all such shares having the rights and being subject to the restrictions as set out in the Company's articles of association for the time being.

F - 23

II. CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED FINANCIAL STATEMENTS

PREPARED IN ACCORDANCE WITH IFRS

For the year ended 31 December 2014

F - 24

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

CONTENTS	PAGE
Directors and other Officers	1
Report of the Directors	2 - 3
Independent Auditor's report	4 - 6
Consolidated statement of comprehensive income	6
Consolidated statement of financial position	7
Consolidated statement of changes in equity	8
Consolidated statement of cash flows	9
Notes to the consolidated financial statements	10 - 39

F - 25

GLOBAL AUTO TRADE GROUP PLC

DIRECTORS AND OTHER OFFICERS

Directors:
Mr. Igor Popa
Mr. Constantin Chebyshev

Independent Auditors:
Baker Tilly Klitou and Partners
65 Stefan cel Mare bd
Office 507
Chisinau, Moldova

Registered office:
12 Mount Havelock
Douglas, Isle of Man
IM12QG

Bankers:
EximBank AO Gruppo Veneto Banca
Victoria Bank SA
Moldova AgroincBank SA
Banca de Economii SA
Energbank SA
Euro Credit Bank SA

Registration number:
007294V

F - 26

GLOBAL AUTO TRADE GROUP PLC

REPORT OF DIRECTORS

The Directors present their report together with the audited consolidated financial statements of the Group for the year ended 31 December 2014.

Principal activities

Selected key financial information

	For 12 months of 2014	For 12 months of 2013
Sales of goods	2,233,440	2,191,239
Rendering of services	228,946	221,226
Revenue from auto testing	140,970	168,298
Total revenue	2,603,356	2,580,763
Gross Profit	668,884	586,748
Gross Profit Margin	25%	23%

Going concern basis

The financial statements have been prepared on a going concern basis as explained in note 30.

Results

The Group results for the year ended are set out on page 6.

Share capital

During the year there was an increase in share capital in amount of EUR 450,169. The new shareholders became Brewen Business through conversion of debt to shares as well as other shareholders through direct acquisition on GXG stock exchange.

Directors

The Directors of the Group are the ultimate beneficiary owners, Mr. Igor Popa and Mr. Constantin Chebyshev.

F - 27

GLOBAL AUTO TRADE GROUP PLC

REPORT OF DIRECTORS

Directors responsibility

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

select suitable accounting policies and then apply them consistently;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company's financial position and financial performance;
make judgements and estimates that are reasonable; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

Events after the reporting period

Any significant events that occurred after the end of the reporting period are described in note 32 to the financial statements.

By order of Directors,

F - 28

BAKER TILLY
ICS Baker Tilly Kitten and Partners SRL
65 Stefan cel Mare aMant Blvd
5th Floor, office 507
MD-2001, Chiatrae - Moldova
Tel: +373 22 233003
Fax: +373 22 234044
Email: [email protected]
Website: www.bakertillykitten.md

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLOBAL AUTO TRADE GROUP PLC

Report on the Consolidated Financial Statements

[1] We have audited the accompanying consolidated financial statements of GLOBAL AUTO TRADE GROUP PLC (the "Group"), which comprise the consolidated statement of financial position as at 31 December 2014 and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended 31 December 2014, and a summary of significant accounting policies and other explanatory notes.

Board of Directors Responsibility for the Consolidated Financial Statements

[2] The Group’s Board of Directors are responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and for such internal control as the Management determines is necessary to enable the presentation of consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

[3] Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

[4] An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the financial statements.

[5] We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F - 29

BAKER TILLY

Opinion

[6] In our opinion, the accompanying financial statements give a true and fair view of the financial position of GLOBAL AUTO TRADE GROUP PLC as of 31 December 2014 and of its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards as issued by the IASB.

Emphasis of Matter

[7] We draw attention to note 30 to the financial statements which describes the assumptions and estimates used for the Going Concern basis of preparation of the financial statements. The Group has incurred losses of EURO 482,523 for the period ended 31 December 2014, and as of that date the Group's current liabilities exceeded its current assets by EURO 115,039. These conditions, along with other matters as set forth in note 30, indicate the existence of a material uncertainty which may cast significant doubt as to the Company's ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Other Matter

[8] This report, including the opinion, has been prepared and is intended solely for the information and use of the Group's shareholders as a body. To the fullest extent permitted by the Law, our audit work has been undertaken so that we might report those matters that we are required to report in an Auditor's Report and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purposes or to any other person to whose knowledge this report may come to.

Mamas Koutriyiannis, FCCA
Director, Baker Tilly Klitou and Partners SRL
Chistnau, 30 April 2015

F - 30

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2014

	Note	2014	2013
		EURO	EURO
Revenue	5	2,603,356	2,580,763
Cost of sales		(1,934,472)	(1,994,015)
Gross profit		668,884	586,748
Other income	6	177,771	210,074
Loss on revaluation of investment property	7	(216,000)	(141,980)
Selling and distribution expenses	9	(156,508)	(183,290)
Administration expenses	8	(508,910)	(610,151)
Other expenses	10	-	(68,415)
Operating loss		(34,763)	(207,014)
Net finance costs	13	(472,335)	(538,362)
Loss before tax		(507,098)	(745,376)
Tax	14	24,575	14,569
Net loss for the year ended		(482,523)	(730,807)
Profit attributable to
Owners of the parent		(482,523)	(739,810)
Non-controlling interest		-	9,003
		(482,523)	(730,807)
Change in the fair value of land and buildings		(214,335)	(322,820)
Exchange difference arising on the translation of financial statements to presentation currency		66,798	106,755
Unwinding of deferred tax relating to equity component		45,000	38,738
Other comprehensive expense for the year ended		(102,537)	(177,327)
Total comprehensive income / (expense) for the year ended		(585,060)	(908,134)
Attributable to:
Owners of the parent		(585,060)	(917,137)
Non-controlling interest		-	9,003
		(585,060)	(908,134)

The accompanying notes are an integral part of these financial statements.

F-31

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2014

| | Note | 2014
EURO | 2013
EURO |
| --- | --- | --- | --- |
| ASSETS | | | |
| Non-current assets | | | |
| Property, plant and equipment | 15 | 3,473,855 | 3,875,835 |
| Investment properties | 16 | 2,014,000 | 2,230,000 |
| Intangible assets | 17 | 406 | 1,395 |
| Non-current loans receivable | 18 | 44,315 | - |
| | | 5,532,576 | 6,107,230 |
| Current assets | | | |
| Inventories | 19 | 398,739 | 634,543 |
| Trade and other receivables | 20 | 373,653 | 744,093 |
| Cash at bank and in hand | 21 | 49,328 | 21,876 |
| | | 821,720 | 900,802 |
| Total assets | | 6,354,296 | 7,069,032 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| Share capital | 22 | 620 | 620 |
| Share premium | 22 | 450,169 | - |
| Fair value reserve - land and buildings | 23 | 2,477,638 | 2,646,972 |
| Translation reserve | 23 | 112,641 | 45,843 |
| Accumulated losses | | (1,322,014) | (857,795) |
| | | 1,719,054 | 1,835,640 |
| Non controlling interests | | - | 18,349 |
| Total equity | | 1,719,054 | 1,854,989 |
| Non-current liabilities | | | |
| Borrowings | 24 | 3,337,420 | 3,972,563 |
| Deferred tax liabilities | 25 | 361,063 | 431,883 |
| | | 3,698,483 | 4,404,546 |
| Current liabilities | | | |
| Trade and other payables | 26 | 366,479 | 362,805 |
| Borrowings | 24 | 570,268 | 385,593 |
| | | 936,759 | 748,497 |
| Total liabilities | | 4,635,242 | 5,153,043 |
| Total equity and liabilities | | 6,354,296 | 7,069,032 |

On 30 April 2015 the Directors of Global Auto Trade Group PLC authorised these financial statements for issue.

F - 32

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2014

Attributable to equity holders of the Company
	Note	Share capital EURO	Share premium EURO	Fair value reserve EURO	Translation reserve EURO	Accumulated losses EURO	Total EURO	Non controlling interests EURO	Total EURO
As at 1 January 2013		620	-	2,931,055	(60,912)	(126,988)	2,743,775	10,346	2,754,121
Comprehensive income
Net loss for the period		-	-	-	-	(730,807)	(730,807)	9,003	(721,804)
Other comprehensive income for the period		-	-	(284,082)	106,755	-	(177,327)	-	(177,327)
Total comprehensive income for the period		-	-	(284,082)	106,755	(730,807)	(908,134)	9,003	(899,131)
As at 1 January 2014		620	-	2,646,973	45,843	(857,795)	1,835,641	19,349	1,854,990
Comprehensive income
Net loss for the year ended		-	-	-	-	(482,523)	(482,523)	-	(482,523)
Other comprehensive income for the year ended		-	-	(169,335)	66,798	-	(102,537)	(1,046)	(103,583)
Total comprehensive income for the year ended		-	-	(169,335)	66,798	(482,523)	(585,060)	18,304	(566,756)
Transactions with owners
Issue of capital	22	-	450,169	-	-	-	450,169	-	450,169
Transfer of non-controlling interest		-	-	-	-	18,304	18,304	(18,304)	-
Total transactions with owners		-	450,169	-	-	18,304	468,473	(18,304)	450,169
As at 31 December 2014		620	450,169	2,477,638	112,641	(1,322,014)	1,719,054	-	1,719,054

Share premium is not available for distribution.
The notes on pages 10 to 39 form an integral part of these consolidated financial statements.

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2014

| | Note | 2014
EURO | 2013
EURO |
| --- | --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Loss before tax | | (482,523) | (745,376) |
| Adjustments for: | | | |
| Depreciation of property, plant and equipment | 15 | 137,539 | 127,139 |
| Exchange difference arising on the translation of financial statements to presentation currency | | 66,798 | 218,344 |
| Unrealised exchange (profit) | | (191,073) | |
| Amortisation of computer software | 17 | 300 | 518 |
| Fair value losses on investment property | 7 | 216,000 | 141,980 |
| Impairment charge - slow moving inventories | | - | 42,780 |
| Interest expense | 13 | 390,385 | 503,080 |
| Unwinding of deferred tax | | (25,920) | - |
| Cash flows from operations before working capital changes | | 111,506 | 288,465 |
| Decrease in inventories | | 236,104 | 157,933 |
| Increase in trade and other receivables | | (102,263) | 21,731 |
| Increase in trade and other payables | | 3,574 | 98,681 |
| Net cash flows from operating activities | | 248,921 | 566,810 |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| Payment for purchase of intangible assets | 17 | - | (173) |
| Payment for purchase of property, plant and equipment | 15 | - | (67,523) |
| Proceeds from disposal of property, plant and equipment | | - | 23,061 |
| Net cash flows from investing activities | | - | (44,635) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| Repayments of borrowings | | (407,834) | (1,610,602) |
| Proceeds from borrowings | | 385,293 | 1,055,122 |
| Interest paid | | (199,806) | - |
| Net cash flows used in financing activities | | (222,347) | (555,480) |
| Net increase / (decrease) in cash and cash equivalents | | 26,574 | (33,305) |
| Cash and cash equivalents: | | | |
| At beginning of the period | | 21,876 | 55,181 |
| At end of the period | 21 | 48,450 | 21,876 |

The accompanying notes are an integral part of these financial statements.

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

1. Incorporation and principal activities

Corporate Information

Global Auto Trade Group PLC (the "Group") and its subsidiaries Auto Prezent SRL and Mega Test SRL were set up as a group of companies on 15 March 2013.

The Group is operating through its 2 subsidiaries - Auto Prezent SRL and Megatest SRL.

The most representative international brands of the Group are the following: JCB, Kamaz, ASAM, etc.

Global Auto Trade Group PLC has the following structure:

Company	Activity	Shareholding
Global Auto Trade Group PLC	Holding company	2013
Auto-Prezent SRL	Trading construction and agricultural equipment	100%
Megatest SRL	Auto test	100%

Shareholders structure

The shareholders and their share in the Holding are as follows:

	2014		2013
	Percentage	Nr of shares	Percentage	Nr of shares
Ultimate shareholder - Igor Popa	43 %	21,100,000	45 %	20,880,000
Ultimate shareholder - Constantin Chebyshev	43 %	21,000,000	45 %	20,880,000
Brewen Business	3 %	1,400,000	- %	-
Shareholder list	11 %	5,089,500	10 %	4,640,000
Total	100%	48,689,500	100%	46,400,000

F - 35

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

Treasury shares

| | 2014
Nr of shares | 2013
Nr of shares |
| --- | --- | --- |
| Treasury shares | 7,710,500 | - |
| Total | 7,710,500 | |

On March 24, 2014 the Company issued 600,000 preferred shares of no par value, and authorised Directors to issue the Offer Shares.

Following the exercise of the conversion option granted by Company's subsidiary to its creditor, further amount of 1,400,000 ordinary shares of no par value were issued on June 23, 2014.

Upon payment received, the Company allotted a further amount of 289,500 ordinary shares of no par value out of the amount of treasury shares held in escrow.

Auto Prezent SRL

The company Auto Prezent SRL has been founded as the successor of Auto Prezent SA, which was registered on 5 May 1998.

Megatest SRL

The company Megatest SRL performs the following activities: auto testing, technical analysis of the vehicle, registration with authorities of the vehicles.

2. Accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied for all years, except for the measurement of land and buildings and investment property which starting with 2012 are carried at fair value (2011: cost less depreciation). No retrospective adjustments were made for the prior periods in respect to the above treatment.

The subsidiaries maintain their accounting records in local currencies and in accordance with the accounting and reporting regulations of the countries of incorporation. Local statutory accounting principles and procedures may differ from those generally accepted under IFRS. Accordingly, the consolidated financial statements are based on statutory accounting records, with adjustments and reclassifications recorded for the purpose of fair presentation in accordance with IFRSs.

Acquisition of Auto Prezent

Global Auto Trade Group PLC acquired its subsidiaries through a reverse acquisition in 2013.

F - 36

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

The consolidated financial statements of Global Auto Trade Group PLC have been prepared following the provision of IFRS 3 "Business combinations". Global Auto Trade Group PLC has been registered with the purpose of issuing securities on the stock exchange. A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the acquiree for accounting purposes. According to the standard the consolidated financial statements of Global Auto Trade Group PLC are a continuation of the consolidated financial statements of the subsidiaries.

Both subsidiaries, Auto Prezent SRL and Megatest SRL had consistent and homogeneous operational and financial policies.

Going concern basis

Financial Statements have been prepared on a going concern basis as explained in note 30 to the Financial Statements.

Basis of preparation

The preparation of consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU)

The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of land and buildings, investment property, available-for-sale financial assets, and financial assets and financial liabilities at fair value through profit or loss

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

Adoption of new and revised IFRSs

Standards and interpretation affecting amounts reported in the current period

During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRSs) that are relevant to its operation and are effective for accounting period beginning 1 January 2014. This adoption did not have a material effect on the accounting policies of the Company.

Standards, amendments and interpretations that are not yet effective and not expected to have significant impact on the Group's financial statements

At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. The Administrator expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company. These standards together with their interpretation are disclosed below:

F - 37

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

Standard/ Interpretation	Content	Effective
IFRS 12	Disclosure of interest in other entities	1 January 2014
IFRS 11	Joint arrangements	1 January 2013
IFRS 10	Consolidated financial statements	1 January 2014
IAS 19	Employee Benefits	1 January 2013
IFRS 7 / IFRS 9	Financial Instruments: Disclosures	1 January 2015
IFRS 9	Financial instruments: classification and measurement	1 January 2015
IFRS 13	Fair Value Measurement	1 January 2013

Early adoption of standard

In 2014, the Group did not early adopt any new or amended standards and does not plan to early adopt any of the standards issued not yet effective.

Basis of consolidation

The Group consolidated financial statements comprise the financial statements of the parent company Global Auto Trade Group PLC and the financial statements of the following subsidiaries, Auto Prezent SRL and Megatest SRL

The financial statements of all the Group companies are prepared using uniform accounting policies. All intercompany transactions and balances between Group companies have been eliminated during consolidation.

Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Changes in ownership interests in subsidiaries without change of control

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded as equity. Gains and losses on disposals to non-controlling interests are also recorded in equity.

F - 38

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

Revenue recognition

Revenue comprises the invoiced amount for the sale of goods and services net of Value Added Tax, rebates and discounts. Revenues earned by the Group are recognised on the following bases:

Sale of goods

Sales of goods are recognised when significant risks and rewards of ownership of the goods have been transferred to the customer, which is usually when the Group has sold or delivered goods to the customer, the customer has accepted the goods and collectability of the related receivable is reasonably assured.

Rendering of services

Sales of services are recognised in the accounting period in which the services are rendered by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.

Rental income

Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.

Debtors and provisions for bad debts

Bad debts are written off to the consolidated statement of comprehensive income and a specific provision is made, where it is considered necessary. No general provision for bad debts is made. Trade debtors are stated after deducting the specific provision for bad and doubtful debts, if any.

Finance income

Finance income includes interest income which is recognised based on an accrual basis.

Finance costs

Interest expense and other costs on borrowings to finance construction or production of qualifying assets are capitalised, during the period of time that is required to complete and prepare the asset for its intended use. All other borrowing costs are expensed.

F - 39

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

Foreign currency translation

(1) Functional and presentation currency

The financial statements are presented in EURO, which is the Company's presentation currency. At 31 December 2014, the official rate of exchange as determined by the National Bank of Moldova, was EURO ("EUR"), EUR 1 = MDL 18.9966 (2013: EUR 1 = MDL 17.9697). The average rate of exchange for the year ended 31 December 2014 was EUR 1 = MDL 18.6321 (2012: EUR 1 = MDL 16.7241).

The functional currency is the local currency Moldova Leu (MDL). As at the reporting date, the assets and liabilities of these Company's financial statements are translated into the presentation currency (EUR) at the rate offered by National Bank of Moldova ruling at the statement of financial position date and its results are translated at the average exchange rate for the year. The exchange differences arising on the translation into EUR are taken to other comprehensive income.

(2) Translation from functional to presentation currency

The results and financial position of the Group are translated into the presentation currency as follows:

(i) assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the reporting date;
(ii) income and expenses for each consolidated statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity as a cumulative translation reserve.

(3) Transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange ruling at the statement of financial position date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

F - 40

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

Property, plant and equipment

From 2012 the Group adopted fair value measurement for land and buildings. For the other property, plant and equipment items historical cost less accumulated depreciation and any accumulated impairment losses is applied.

Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the reporting date. The fair value is determined by an expert valuer.

Any revaluation increase arising on the revaluation of such land and buildings is recognised in other comprehensive income and then credited to the fair value reserve of land and buildings, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such land and buildings is charged to profit or loss to the extent that it exceeds the balance, if any, held in the fair value reserve of land and buildings relating to a previous revaluation of that asset.

Depreciation on revalued buildings is charged to profit or loss. On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the fair value reserve of land and buildings is transferred directly to retained earnings.

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Depreciation is calculated on a reducing balance method so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:

	%
Buildings	5%
Plant and machinery	8% - 15%
Motor vehicles	20% - 30%
Furniture, fixtures and office equipment	30% - 33%

No depreciation is provided on land.

Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in the consolidated statement of comprehensive income. When revalued assets are sold, the amounts included in the fair value reserves are transferred to retained earnings.

Investment properties

Investment property, principally comprising office buildings, is held for long-term rental yields and/or for capital appreciation and is not occupied by the Group. Investment property is carried at fair value, representing open market value determined annually by external valuers. Changes in fair values are recorded in the consolidated statement of comprehensive income and are included in other operating income and is subsequently transferred from retained earnings to fair value reserves. Property that is being constructed or developed for future use as investment property is treated as owner occupied until construction or development is completed at which time the property becomes investment property. Such property is carried at cost which includes transaction costs.

F - 41

GLOBAL AUTO TRADE GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2014

2. Accounting policies (continued)

Other intangible assets

Costs that are directly associated with identifiable and unique computer software products controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year are recognised as intangible assets. Subsequently computer software is carried at cost less any accumulated amortisation and any accumulated impairment losses. Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is recognised as a capital improvement and added to the original cost of the computer software. Costs associated with maintenance of computer software programs are recognised as an expense when incurred. Computer software costs are amortised using the straight-line method over their useful lives, not exceeding a period of three years. Amortisation commences when the computer software is available for use and is included within administrative expenses.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Prepayments from clients

Payments received in advance on development contracts for which no revenue has been recognised yet, are recorded as prepayments from clients as at the reporting date and carried under liabilities. Payments received in advance on development contracts for which revenue has been recognised, are recorded as prepayments from clients to the extent that they exceed revenue that was recognised in the consolidated statement of comprehensive income as at the reporting date.

Loans granted

Loans originated by the Group by providing money directly to the borrower are categorised as loans and are carried at amortised cost. This is defined as the fair value of cash consideration given to originate those loans as is determined by reference to market prices at origination date. All loans are recognised when cash is advanced to the borrower.

An allowance for loan impairment is established if there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms of loans. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of expected cash flows including amounts recoverable from guarantees and collateral, discounted at the original effective interest rate of loans.

Cash and cash equivalents

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand, deposits held at call with banks and bank overdrafts. In the consolidated statement of financial position, bank overdrafts are included in borrowings in current liabilities.

17
F - 42

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

Financial instruments (continued)

Borrowings

Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of comprehensive income over the period of the borrowings using the effective interest method.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Derecognition of financial assets and liabilities

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

the rights to receive cash flows from the asset have expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position.

F - 43

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

2. Accounting policies (continued)

Inventories

Inventories are stated at the lower of cost and net realisable value. The cost is determined using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less the costs to completion and selling expenses.

Share capital

Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

Non-current liabilities

Non-current liabilities represent amounts that are due more than twelve months from the reporting date.

Subsequent events

Post year end events that provide additional information about the Group's position at the balance sheet date or those that indicate the going concern assumption is not appropriate (adjusting events), are reflected in the accompanying financial statements. Post year end events that are not adjusting events are disclosed in the notes when material.

Contingencies

Contingent liabilities are not recognised in the accompanying financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.

Related parties

Parties are considered related when one party either through ownership, contractual rights, family relationship or otherwise, has the ability to directly or indirectly control, or significantly influence the other party.

Comparatives

Comparative information is disclosed in respect of the previous period for all numerical information in the financial statements. Comparative information is also included for narrative and descriptive information when is relevant to an understanding of the current period's financial statements.

The comparative information has been reclassified so as to present the financial position, the results of operations and the cash flows of the Company on a consistent basis with the classifications used for 2013 for trade receivables, cash and cash equivalents, other current liabilities, trade payables, provisions, other operating expenses, cash flows from operation investing and financing activities and also presentation of risk management note.

Global Auto Trade Group PLC was registered during the year. Considering the financial statements of Global Auto Trade Group PLC did not change significantly the Group Consolidated Financial Statements, the comparative financial statements include the consolidated financial statements of Auto Prezent SRL.

F - 44

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

3. Financial risk management

Financial risk factors

The Group is exposed to credit risk, liquidity risk, currency risk, compliance risk, litigation risk, reputation risk, capital risk management and other risks arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:

3.1 Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Group has no significant concentration of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. Cash balances are held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution.

3.2 Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

31 December 2014
	Carrying amounts EURO	Contractual cash flows EURO	3 months or less EURO	Between 3-12 months EURO	Between 1-5 years EURO	More than 5 years EURO
Bank loans	(3,907,700)	(4,533,831)	(85,444)	(599,620)	(3,848,767)	-
Trade and other payables	(366,479)	(366,479)	-	(366,479)	-	-
Cash and cash equivalents	48,450	48,450	48,450	-	-	-
Trade and other receivables	347,316	347,316	-	347,316	-	-
	(3,878,413)	(4,504,544)	(36,994)	(618,783)	(3,848,767)	-
31 December 2013
	Carrying amounts EURO	Contractual cash flows EURO	3 months or less EURO	Between 3-12 months EURO	Between 1-5 years EURO	More than 5 years EURO
Bank loans	(4,030,660)	(5,642,924)	(96,398)	(289,194)	(5,257,332)	-
Other loans	(327,495)	(392,994)	-	-	(392,994)	-
Trade and other payables	(362,905)	(362,905)	-	(362,905)	-	-
Cash and cash equivalents	21,876	21,876	21,876	-	-	-
Trade and other receivables	244,083	244,083	-	244,083	-	-
	(4,455,101)	(6,132,864)	(74,522)	(408,016)	(5,650,326)	-

3.3 Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar and the Euro. The Group's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

F - 45

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

. Market risk (continued)

Sensitivity analysis

A 10% strengthening of the Euro against the following currencies at 31 December 2014 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on the profit and other equity.

	Profit or loss
	2014 EURO	2013 EURO
EURO	(58,269)	(63,329)
United States Dollars	(24,332)	(138,485)
Russian Ruble	(4,053)	3,297
GBP	481	(5,395)
	(86,173)	(203,912)

3.4 Compliance risk

Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non-compliance with laws and regulations of the state. The risk is limited to a significant extent due to the supervision applied by the Compliance Officer, as well as by the monitoring controls applied by the Group.

3.5 Litigation risk

Litigation risk is the risk of financial loss, interruption of the Group's operations or any other undesirable situation that arises from the possibility of non-execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts used by the Group to execute its operations.

3.6 Reputation risk

The risk of loss of reputation arising from the negative publicity relating to the Company's operations (whether true or false) may result in a reduction of its clientele, reduction in revenue and legal cases against the Group. The Group applies procedures to minimize this risk.

3.7 Capital risk management

The Group's objectives in managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares, or sell assets to decrease its borrowings.

The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings. Total capital is calculated as "equity" as shown in the consolidated statement of financial position plus net debt.

The Company's gearing ratio is calculated as follows:

	2014	2014
	EURO	EURO
Total borrowings (Note 24)	3,907,700	4,358,155
Less: Cash and cash equivalents (Note 21)	(49,328)	(21,876)
Net debt	3,858,372	4,336,279
Total equity	1,719,054	1,854,989
Total capital	5,577,426	6,191,268
Gearing ratio	69.18%	70.04%

F - 46

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

3.8 Other risks

The general economic environment prevailing in Moldova and internationally may affect the Group's operations to a great extent. Economic conditions such as inflation, unemployment, and development of the gross domestic product are directly linked to the economic course of every country and any variation in these and the economic environment in general may create chain reactions in all areas hence affecting the Group.

Fair value estimation

The carrying amounts and fair values of certain financial assets and liabilities are as follows:

	Carrying amounts			Fair values
	2014	2013	2014	2013
	EURO	EURO	EURO	EURO
Financial assets
Trade receivables	218,659	158,119	218,659	158,119
Financial liabilities
Amortised cost
Trade payables	(296,538)	(293,132)	(296,538)	(293,132)
Borrowings	(3,907,700)	(4,358,155)	(3,907,700)	(4,358,155)

F - 47

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

(3,985,579) (4,493,168) (3,985,579) (4,493,168)

Fair value measurements recognised in the statement of financial position

Fair values are primarily determined using quoted market prices or standard pricing models using observable marketinputs where available and are presented to reflect the expected gross future cash in/outflows. The Companyclassifies the fair values of its financial instruments into a three level hierarchy based on the degree of the source andobservability of the inputs.

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Level 1 classifications primarily include financial assets and financial liabilities that are exchange traded, whereas Level 2 classifications primarily include financial assets and financial liabilities which derive their fair value primarily from exchange quotes and readily observable quotes. Level 3 classifications primarily include financial assets and financial liabilities which derive their fair value predominately from models that use applicable market based estimates surrounding location, quality and credit differentials. In circumstances where the Company cannot verify fair valuewith observable market inputs (Level 3 fair values), it is possible that a different valuation model could produce amaterially different estimate of fair value.

It is the Company's policy that transactions and activities in trade related financial instruments be concluded under master netting agreements or long form confirmations to enable balances due to/from a common counterparty to be offset in the event of default, insolvency or bankruptcy by the counterparty.

The following tables show the fair values of financial assets and financial liabilities as at 31 December 2013 and 2012. Other assets and liabilities which are measured at fair value on a recurring basis are cash and cash equivalents. There are no non-recurring fair value measurements.

31 December 2014	Level 1 EURO	Level 2 EURO	Level 3 EURO	Total EURO
Financial assets	-	-	218,659	218,659
Trade receivables	-	-	218,659	218,659
Total	-	-	218,659	218,659
Financial liabilities	-	-	-	-
Trade payables	-	-	(296,538)	(296,538)
Borrowings	-	-	(3,907,700)	(3,907,700)
Total	-	-	(4,204,238)	(4,204,238)

F - 48

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

31 December 2013	Level 1 EURO	Level 2 EURO	Level 3 EURO	Total EURO
Financial assets	-	-	158,119	158,119
Trade receivables	-	-	158,119	158,119
Total	-	-	158,119	158,119
Financial liabilities	-	-	(310,500)	(310,500)
Trade payables	-	-	(4,358,155)	(4,358,155)
Borrowings	-	-	-	-
Total	-	-	(4,668,655)	(4,668,655)

4. Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Impairment of trade and other receivables

The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the customer's payment record and the customer's overall financial position. If indications of irrecoverability exist, the recoverable amount is estimated and a respective provision for bad and doubtful debts is made. The amount of the provision is charged through the statement of comprehensive income. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly.

Write down of inventories

The Group reviews its inventory records for evidence regarding the saleability of inventory and its net realisable value on disposal. The provision for obsolete and slow-moving inventory is based on Management's past experience, taking into consideration the value of inventory as well as the movement and the level of stock of each category of inventory.

The amount of provision is recognized in the statement of comprehensive income. The review of the net realisable value of the inventory is continuous and the methodology and assumptions used for estimating the provision for obsolete and slow-moving inventory are reviewed regularly and adjusted accordingly.

Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

F - 49

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

4. Critical accounting estimates and judgments (continued)

Fair value of investment property

The fair value of investment property is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the investment property has been estimated based on the fair value of their individual assets.

Fair value of financial assets

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the financial assets available for sale has been estimated based on the fair value of these individual assets.

Useful lives

The Group depreciates its property, plant and equipment over their estimated useful lives which are assessed on an annual basis. The actual lives of these assets can vary depending on a variety of factors. Technological innovation, product life cycles, and maintenance programs all impact the useful lives and residual values of the assets.

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

5. Revenue

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Sales of products | 2,233,440 | 2,191,239 |
| Rendering of services | 369,916 | 389,524 |
| | 2,603,356 | 2,580,763 |

F - 50

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

6. Other income

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Rental income | 174,730 | 202,760 |
| Sundry operating income | 3,041 | 7,314 |
| | 177,771 | 210,074 |

The Group rents part of its main building to lessees. The surface of rentable space is around 30% of total area of main building. The building from Balti is given in full in rent. The decrease in rent income relates to general decrease of real estate market of Moldova in 2014, by 10%.

7. Loss from investing activities

| | 2014
EURO | 2014
EURO |
| --- | --- | --- |
| Fair value losses on investment property | (216,000) | (141,980) |
| | (216,000) | (141,980) |

During the year the entity performed revaluation of its investment property. The valuation was performed by Winterhill Romania.

8. Administration expenses

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Staff salaries | 218,480 | 266,894 |
| Rent | 7,096 | 12,541 |
| Utilities | 39,012 | 43,944 |
| Repairs and maintenance | 9,021 | 50,758 |
| Sundry expenses | 36,150 | 52,703 |
| Fuel expenses | 15,689 | 17,858 |
| Taxes | 15,908 | 13,279 |
| Motor vehicle running costs | 30,015 | 25,035 |
| Depreciation | 137,539 | 127,139 |
| | 508,910 | 610,151 |

9. Selling and distribution expenses

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Salaries & wages | 140,072 | 140,803 |
| Motor vehicle running costs | - | 3,103 |
| Sundry expenses | 16,436 | 39,384 |
| | 156,508 | 183,290 |

F - 51

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

10. Other expenses

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Sundry expenses | - | 25,635 |
| Impairment charge - slow moving inventories | - | 42,780 |
| | - | 68,415 |

11. Expenses by nature

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Changes in inventories of finished goods and work in progress | 1,934,472 | 1,994,015 |
| Staff costs (Note 12) | 358,552 | 407,697 |
| Depreciation expense | 137,539 | 127,139 |
| Other expenses | 838,211 | 327,020 |
| Total expenses | 3,268,774 | 2,855,871 |

12. Staff costs

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Wages and salaries | 281,993 | 328,347 |
| Social insurance and contributions | 76,559 | 79,350 |
| | 358,552 | 407,697 |
| Average number of employees | 134 | 134 |

13. Finance income / cost

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Foreign exchange gains | 354,066 | 103,241 |
| Finance income | 354,066 | 103,241 |
| Foreign exchange losses | 436,016 | 138,523 |
| Interest expense | 390,385 | 503,080 |
| Finance costs | 826,401 | 641,603 |
| Net finance costs | (472,335) | (538,362) |

14. Tax

| | 2014
EURO | 2014
EURO |
| --- | --- | --- |
| Corporation tax - current period | 1,345 | (14,569) |
| Deferred tax - credit (Note 25) | (25,920) | - |
| Credit for the period | (24,575) | (14,569) |

F - 52

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

14. Tax (continued)

The tax on the Group's results before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:

| | 2014
EURO | 2014
EURO |
| --- | --- | --- |
| Loss before tax | (507,098) | (745,376) |
| Tax calculated at the applicable tax rates | (60,852) | (89,445) |
| Tax effect of allowances and income not subject to tax | 62,197 | 74,876 |
| Deferred tax | (25,920) | - |
| Tax charge | (24,575) | (14,569) |

In 2014 the corporation tax is 12% (2013: 12%)

During the period ended 31 December 2014 the company incurred losses. According to Moldovan legislation, the companies are allowed to carry forward losses for three years.

F - 53

F - 54

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

15. Property, plant and equipment

	Land and buildings	Property under construction	Plant and machinery	Motor vehicles	Furniture, fixtures and office equipment	Total
	EURO	EURO	EURO	EURO	EURO	EURO
Cost or valuation
As at 1 January 2013	4,547,933	23,308	245,051	153,604	126,803	5,096,699
Additions	-	15,688	27,553	11,897	12,385	67,523
Disposals	-	-	(12,920)	(2,605)	(222)	(15,747)
Exchange differences	(137,830)	(2,973)	(15,948)	(13,046)	(12,841)	(182,638)
Adjustment on revaluation	(322,820)	-	-	-	-	(322,820)
Transfers	(333,000)	-	-	-	-	(333,000)
As at 1 January 2014	3,754,283	36,023	243,736	149,850	126,125	4,310,017
Adjustment on revaluation	(461,375)	-	-	-	-	(461,375)
As at 31 December 2014	3,292,908	36,023	243,736	149,850	126,125	3,848,642

F - 55

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

15. Property, plant and equipment (continued)

Depreciation	Land and buildings	Property under construction	Plant and machinery	Motor vehicles	Furniture, fixtures and office equipment	Total
As at 1 January 2013	-	-	148,814	76,631	100,251	325,696
Charge for the period	100,159	-	8,332	10,311	8,337	127,139
Exchange differences	(13,784)	-	(1,703)	(1,621)	(1,545)	(18,653)
As at 1 January 2014	86,375	-	155,443	85,321	107,043	434,182
Charge for the year ended	110,559	-	8,332	10,311	8,337	137,539
Adjustment on revaluation	(196,834)	-	-	-	-	(196,934)
As at 31 December 2014	-	-	163,775	95,632	115,380	374,787
Net book amount
As at 31 December 2014	3,292,908	36,023	79,861	54,218	10,745	3,473,855
As at 1 January 2014	3,667,908	36,023	88,293	64,529	19,082	3,875,835

GLOBAL AUTO TRADE GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2014

15. Property, plant and equipment (continued)

If land and buildings are measured at historical cost as at 31 December 2014 the net book value is EUR 950,171.

Land and buildings are held as securities for loans from Eximbank and EuroCredit Bank, as presented in Borrowings note.

16. Investment properties

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| As at 1 January | 2,230,000 | - |
| Additions | - | 838,093 |
| Exchange differences | - | (33,163) |
| Fair value adjustment | (216,000) | 1,425,070 |
| As at 31 December | 2,014,000 | 2,230,000 |

Details of investment properties are as follows:

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Type | | |
| Office Space Rented from Socoleni Building | 1,768,000 | 2,230,000 |
| Office Space Rented from Balti Building | 246,000 | - |
| | 2,014,000 | 2,230,000 |

31
F - 56

F - 57

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

17. Intangible assets

	Other intangible assets EURO
Cost
As at 1 January 2014	9,201
Exchange differences	(1,697)
As at 31 December 2014	7,504
Amortisation
As at 1 January 2014	7,806
Amortisation for the year ended	300
Exchange differences	(1,008)
As at 31 December 2014	7,098
Net book amount
As at 31 December 2014	406
As at 1 January 2014	1,395

18. Non-current loans receivable

	2014	2013
	EURO	EURO
Loans receivable	44,315	-
	44,315	-

Included are warranties paid for tender participation

The exposure of the Group to credit risk is reported in note of the financial statements.

The fair value of receivable loans approximates to their carrying amounts as presented above.

19. Inventories

	2014	2013
	EURO	EURO
Raw materials	25,923	29,631
Goods for resale	277,355	445,251
Advances to suppliers	95,461	159,961
	398,739	634,843

Inventories are stated at the lower of cost and net realisable value.

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

20. Trade and other receivables

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Trade receivables | 263,928 | 218,659 |
| Receivables from state budget | 17,182 | 36,669 |
| Receivables from employees | 3,123 | 15,349 |
| Receivables from shareholders (note 27) | 75,270 | - |
| Deferred expenses | 1,458 | 2,682 |
| Other receivables | 103,550 | 66,777 |
| | 464,511 | 340,136 |
| Less allowance for non collectible receivables | (90,858) | (96,053) |
| Current portion | 373,653 | 244,083 |

Allowance for uncollectible receivables includes amounts relating to trade and other receivables.

Ageing of past due but not impaired:
	2014	2013
	EURO	EURO
31-120 days	-	244,083
More than 120 days	373,653	-
	373,653	244,083

The Group does not hold any collateral over the trading balances.

Movement in provision for impairment of receivables:
	2014	2013
	EURO	EURO
As at 1 January	96,053	107,900
Foreign exchange differences	(5,195)	(11,847)
As at 31 December	90,858	96,053

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note of the financial statements.

F - 58

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

21. Cash at bank and in hand

Cash balances are analysed as follows:

	2014	2013
	EURO	EURO
Cash in hand	7,220	1,872
Current accounts	42,108	20,004
	49,328	21,876

The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in note of the financial statements.

22. Share capital and share premium

	2014	2013
	EURO	EURO
Issued and fully paid
As at 1 January	620	620
Issue of capital	450,169	-
As at 31 December	450,789	620

In June 2014 there was a sale of 289,500 shares through the GXG stock exchange. The collected amount was registered in the share premium account.

23. Other reserves

	Fair value reserve - land and buildings EURO	Translation reserve EURO	Total EURO
As at 1 January 2014	2,646,973	45,843	2,692,816
Fair value adjustment	(169,335)	-	(169,335)
Exchange difference arising on the translation and consolidation of companies financial statements	-	66,798	66,798
As at 31 December 2014	2,477,638	112,641	2,590,279

F - 59

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

Borrowings

| | 2014
EURO | 2013
EURO |
| --- | --- | --- |
| Current borrowings | | |
| Bank loans - current portion | 570,280 | 385,592 |
| | 570,280 | 385,592 |
| Non-current borrowings | | |
| Bank loans | 3,337,420 | 3,645,068 |
| Other loans | - | 327,495 |
| | 3,337,420 | 3,972,563 |
| Total | 3,907,700 | 4,358,155 |
| Maturity of non-current borrowings: | | |
| After one to two years | 1,083,632 | 390,851 |
| Between two and five years | 2,253,788 | 3,581,712 |
| | 3,337,420 | 3,972,563 |

F - 60

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

24. Borrowings (continued)

The analysis of the loans is listed below:

Number	Bank/ Third party	Agreement	Maturity	Interest	As at 31 December 2014	As at 31 December 2013
1	EximBank AO Gruppo Veneto Banca	2201	2017	14.0%	191,548	198,067
2	EximBank AO Gruppo Veneto Banca	2494	2019	13.5%	378,725	391,202
3	EximBank AO Gruppo Veneto Banca	2600	2019	13.5%	913,128	944,204
4	EximBank AO Gruppo Veneto Banca	2763	2019	13.5%	170,268	175,877
5	EximBank AO Gruppo Veneto Banca	2764	2019	8.08%	514,560	504,444
6	EximBank AO Gruppo Veneto Banca	2765	2019	8.23%	235,679	206,234
7	EximBank AO Gruppo Veneto Banca	3088	2019	13.5%	597,506	617,184
8	EximBank AO Gruppo Veneto Banca	3527	2019	13.5%	349,849	361,238
9	EximBank AO Gruppo Veneto Banca	3528	2019	13.5%	246,517	254,826
10	EximBank AO Gruppo Veneto Banca	3544	2019	13.5%	274,826	265,751
11	Euro Credit Bank	C.L.139
5-498	2015	14.0%	35,094	111,633
			Bank Loans		3,907,700	4,030,660
12	Brewen Business LLC	547	2017	5.0%	-	327,495
			Other loans		-	327,495
			Total borrowings		3,907,700	4,358,155

The bank loans and overdrafts are secured as follows:

Mortgages over the Auto Center, total area 11,171.6 sq m and adjacent land with area 1,379 ha, in Chisinau, Socoleni street, 1
The Group pledged in favor of Euro Credit Bank the building from Balti.
Pledges over the company cash and current receivables;

The weighted average effective interest rates at the reporting date were as follows:

	2014	2013
Bank loans	13%	13%
Other loans		5%

25. Deferred tax

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note 14). The applicable corporation tax rate in the case of tax losses is 12%.

F - 61

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2014

25. Deferred tax (continued)

The movement on the deferred taxation account is as follows:

Deferred tax liability

	Revaluation of land and buildings EURO	Fair value gains on investment property EURO	Total EURO
As at 1 January 2014
Charged / (credited) to:
Statement of comprehensive income (Note 14)
Fair value reserve	309,707
-
(45,000)	122,276
(25,920)
-	431,983
(25,920)
(45,000)
As at 31 December 2014	264,707	96,356	361,063

26. Trade and other payables

	2014 EURO	2013 EURO
Trade payables	296,538	310,500
Prepayments from clients	18,287	13,179
Social insurance and other taxes	16,250	15,255
Accruals	-	2,221
Other creditors	35,404	21,750
	366,479	362,905

Other creditors include utilities companies Chisinau Gaz, Red Union Fenosa, Apa-Canal etc.

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

27. Related party transactions

The Group is controlled by Mr. Cebasev Constantin and Igor Popa, Moldovan citizens, which owns 37% each from the Group shares.

The following transactions and balances were carried out with related parties:

27.1 Receivables from shareholders (note 20)

	2014 EURO	2014 EURO
Shareholder list	75,270	-
	75,270	-

F - 62

GLOBAL AUTO TRADE GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2014

27. Related party transactions (continued)

27.2 Sales of goods and services

	2014 EURO	2014 EURO
Ravitan	6,681	-
	6,681	-

27.3 Receivables from related companies

Name	Nature of transactions	2014 EURO	2013 EURO
AUTOPREZENT Russia		53,434	-
		53,434	-

28. Debt conversion to share premium

During the year there was conversion of loan from related party Brewen Business to share premium of Global Auto Trade Group PLC amounting to EUR 374,899.

29. Commitments

The Group had no capital or other commitments as at 31 December 2014.

30. Going concern basis

The financial statements of the Group have been prepared on a going concern basis.

Financial Statements have been prepared on a going concern basis. However, The Group has incurred losses of EURO 482,523 for the period ended 31 December 2014, and as of that date the Group's current liabilities exceeded its current assets by EURO 115,039. The management of the Group expects to continue operations and meet its obligations as they become due only with the contribution of the recurring affairs undertaken with private companies and public companies. In order to ensure going concern basis the management renegotiated the loan agreements with the bank, increasing the maturity and diluting the Group burden. As a result the loans to be paid in 2015 decreased from EUR 1,366,031 to EUR 545,600.

31. Political Environment

32. Events after the reporting period

F - 63

GLOBAL AUTO TRADE GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2014
Independent Auditors' Report on pages 4, 5 and 6
F - 64

III. CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2013

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED FINANCIAL STATEMENTS
PREPARED IN ACCORDANCE WITH IFRS
For the year ended 31 December 2013

F - 65

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

Contents	PAGE
Directors and other Officers	1
Report of the Directors	2 - 3
Independent Auditor's report	4 - 6
Consolidated statement of comprehensive income	7
Consolidated statement of financial position	8
Consolidated statement of changes in equity	9
Consolidated statement of cash flows	10
Notes to the consolidated financial statements	11 - 38

F - 66

GLOBAL AUTO TRADE GROUP PLC

DIRECTORS AND OTHER OFFICERS

Directors:
Mr. Igor Popa
Mr. Constantin Chebyshev

Independent Auditors:
Baker Tilly Klitou and Partners
65 Stefan cel Mare bd
Office 507
Chisinau, Moldova

Registered office:
12 Mount Havelock
Douglas, Isle of Man
IM12QG

Bankers:
EximBank AO Gruppo Veneto Banca
Victoria Bank SA
Moldova AgroindBank SA
Banca de Economii SA
EnergBank SA
Euro Credit Bank SA

Registration number:
070827

F - 67

GLOBAL AUTO TRADE GROUP PLC

REPORT OF DIRECTORS

The Directors present their report together with the audited consolidated financial statements of the Group for the year ended 31 December 2013.

Principal activities

Selected key financial information

	For 12 months of 2013	For 12 months of 2012
Sales of goods	2,191,239	3,896,353
Rendering of services	221,226	182,653
Revenue from auto testing	168,298	198,947
Total revenue	2,580,763	4,277,953
Gross Profit	586,748	1,272,305
Gross Profit Margin	23%	30%

The Gross Profit Margin changed with 7% as a result of not contracting public tenders during 2013. In 2012 the Group contracted tenders with Ministry of Education for the delivery of 42 school busses in 2012. The gross profit margin on these sales was of EUR 704,797. The project with Ministry of Education was finalized as at year end 31 December 2012.

Going concern basis

The financial statements have been prepared on a going concern basis as explained in note 29.

Results

The Group results for the year ended are set out on page 7.

Share capital

There were no changes in the share capital of the Group during the year.

Directors

The Directors of the Group are the ultimate beneficiary owners, Mr. Igor Popa and Mr. Constantin Chebyshev.

F - 68

GLOBAL AUTO TRADE GROUP PLC

REPORT OF DIRECTORS

Directors responsibility

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.

select suitable accounting policies and then apply them consistently;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company's financial position and financial performance;
make judgements and estimates that are reasonable; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

Events after the reporting period

Any significant events that occurred after the end of the reporting period are described in note 32 to the financial statements.

By order of Directors,

F - 69

BAKER TILLY
ICS Baker Tilly Kittou and Partners SRL
65 Stefan cell Mare 31 Stånt Blvd.
5th Floor, Office 527
Chisinau, MD-2001
Moldova
T: +373 22 233003
F: +373 22 234044
[email protected]
www.bakertillykittou.md

INDEPENDENT AUDITOR'S REPORT

To the Management of Global Auto-Trade Group PLC

[1] We have audited the accompanying consolidated financial statements of Global Auto-Trade Group PLC (the “Group”), which comprise the statement of financial position as at 31 December 2013 and the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Board of Directors’ responsibility for the consolidated financial statements

[2] The Board of Directors’ of the Group is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

[3] Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

[4] The audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

[5] We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Associated offices:
Cyprus, Nicosia T: +357 22 458500, Cyprus: Limassol T: +357 25 591525, Cyprus: Larnaca T: +357 24 663299
Romania: Bucharest T: +40 21 3156100, Bulgaria: Sofia T: +359 2 9580980, Moldova: Chisinau T: +373 22 233003
Registered in Moldova (Reg. No. 1007600043280). List of directors can be found at the Company’s Registered Office.
An independent member of Baker Tilly International
Cyprus
1

BAKER TILLY

Basis for qualified opinion

[6] As described in note 16, the valuation for the property, plant and equipment was performed by an independent valuator using only the rental yields through a desk valuation which does not conform to the requirements of IAS 16 “Property, plant and equipment” and IFRS 13 “Fair Value Measurement” for market-based evidence. It was not practicable to extend our audit procedures to determine the impact of this departure from International Financial Reporting Standards and so we are not able to quantify the effect of this departure on the amounts reported in the financial statements as property and equipment, depreciation expenses, revaluation reserve and retained earnings.

[7] As described in note 17, the valuation of investment was performed by an independent valuator using only the rental yields through a desk valuation which does not conform to the requirements of IAS 40 “Investment Property” and IFRS 13 “Fair Value Measurement” for market-based evidence. It was not practicable to extend our audit procedures to determine the impact of this departure from International Financial Reporting Standards and so we are not able to quantify the effect of this departure on the amounts reported in the financial statements as property and equipment, depreciation expenses, revaluation reserve and retained earnings.

[9] The Group does not maintain sufficient adequate records to enable management to identify segmental information for the year ended 31 December 2013 which result in no disclosure of segmental information as required by International Financial Reporting Standard 8 “Segmental Reporting” in the notes to the consolidated financial statements.

[10] The Group does not maintain sufficient adequate records to enable management to identify all related party transactions and balances for the year ended 31 December 2013 which may result in limited or no disclosure of such related party transactions and balances in the Notes to the consolidated financial statements, as required by International Accounting Standard 24 “Related party disclosures”.

Opinion

[11] In our opinion, except for the effects of any adjustments that could have been determined to be necessary had we been able to satisfy ourselves for the matters raised in paragraphs [6], [7], [8], [9] and [10] from above, the accompanying consolidated financial statements present fairly, in all material respects, financial position of the Group as at 31 December 2013, its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.

F - 71

BAKER TILLY

Emphasis of matter

[12] Without qualifying further our opinion, we draw your attention to Note 29 to the financial statements which describe that the consolidated financial statements have been prepared on a going concern basis. Even though the Group has made losses of EURO 730,807 for the period ended 30 September 2013, as of that date the Group's current assets exceeded its current liabilities by EURO 152,305. The Group management expects to continue operations and meet its obligations as they become due only with the contribution of the recurring affairs undertaken with private companies. The option to undertake public projects remains viable and the Group will consider such opportunities in the foreseeable future.

Other Matter

[13] This report, including the opinion, has been prepared and is intended solely for the information and use of the Group’s shareholders as a body. To the fullest extent permitted by the Law, our audit work has been undertaken so that we might report those matters that we are required to report in an Auditor’s Report and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purposes or to any other person to whose knowledge this report may come to.

Mamas Koutsoyiannis, FCCA
Director, Baker Tilly Klitou and Partners SRL

Chisinau, 13 June 2014

F - 72

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2013

	Note	2013 EURO	2012 EURO
Revenue	5	2,580,763	4,277,953
Cost of sales		(1,994,015)	(3,005,648)
Gross profit		586,748	1,272,305
Other income	6	210,074	352,198
Gain on / profit on revaluation of investment property	7	(141,980)	1,425,070
Selling and distribution expenses	9	(183,290)	(192,442)
Administration expenses	8	(610,151)	(841,892)
Other expenses	10	(68,415)	(195,309)
Operating (loss) / profit		(207,014)	1,819,930
Net finance costs	13	(538,362)	(721,392)
(Loss)/ profit before tax		(745,376)	1,098,538
Tax	14	14,569	(152,400)
Net (loss) / profit for the year ended		(730,807)	946,138
Profit attributable to
Owners of the parent		(739,810)	928,211
Non-controlling interest		9,003	17,927
		(730,807)	946,138
Change in the fair value of land and buildings		(322,820)	3,279,499
Exchange difference arising on the translation of financial statements to presentation currency		106,755	34,619
Unwinding of deferred tax relating to equity component		38,738	-
Tax on other comprehensive income		-	(348,444)
Other comprehensive expense for the year ended after tax		(177,327)	2,965,674
Total comprehensive income / (expense) for the year ended		(908,134)	3,911,812
Attributable to:
Owners of the parent		(917,137)	3,893,885
Non-controlling interest		9,003	17,927
		(908,134)	3,911,812
Loss/ profit per share attributable to equity holders of the parent (EURO)	15	(0.02)	-

The accompanying notes are an integral part of these financial statements.

F - 73

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2013

| | Note | 2013
EURO | 2012
EURO |
| --- | --- | --- | --- |
| ASSETS | | | |
| Non-current assets | | | |
| Property, plant and equipment | 16 | 3,875,835 | 4,771,003 |
| Investment properties | 17 | 2,230,000 | 2,038,980 |
| Intangible assets | 18 | 1,395 | 1,939 |
| | | 6,107,230 | 6,811,922 |
| Current assets | | | |
| Inventories | 19 | 634,843 | 792,776 |
| Trade and other receivables | 20 | 244,083 | 265,814 |
| Cash at bank and in hand | 21 | 21,876 | 55,181 |
| | | 900,802 | 1,113,771 |
| Total assets | | 7,008,032 | 7,925,693 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| Share capital | 22 | 620 | 620 |
| Other reserves | 23 | 2,692,816 | 2,870,143 |
| Accumulated losses | | (857,795) | (126,988) |
| | | 1,835,641 | 2,743,775 |
| Non controlling interests | | 19,349 | 10,345 |
| Total equity | | 1,854,990 | 2,754,120 |
| Non-current liabilities | | | |
| Borrowings | 24 | 3,972,563 | 4,079,621 |
| Deferred tax liabilities | 25 | 431,982 | 487,758 |
| | | 4,404,545 | 4,567,379 |
| Current liabilities | | | |
| Trade and other payables | 26 | 362,905 | 264,224 |
| Borrowings | 24 | 385,592 | 337,570 |
| Current tax liabilities | | - | 2,400 |
| | | 748,497 | 604,194 |
| Total liabilities | | 5,153,042 | 5,171,573 |
| Total equity and liabilities | | 7,008,032 | 7,925,693 |

On 13 June 2014 the Directors of Global Auto Trade Group PLC authorised these financial statements for issue.

The accompanying notes are an integral part of these financial statements.

F - 74

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2013

	Attributable to equity holders of the Company
	Share capital EURO	Fair value reserve - land and buildings EURO	Translation reserve EURO	Accumulated losses EURO	Total EURO	Non controlling interests EURO	Total EURO
As at 1 January 2012	620	-	(95,531)	(1,073,126)	(1,168,037)	(7,581)	(1,175,618)
Comprehensive income
Net profit for the period	-	-	-	946,138	946,138	17,927	964,065
Other comprehensive income for the period	-	2,931,055	34,619	-	2,965,674	-	2,965,674
Total comprehensive income for the period	-	2,931,055	34,619	946,138	3,911,812	17,927	3,929,739
As at 1 January 2013	620	2,931,055	(60,912)	(126,988)	2,743,775	10,346	2,754,121
Comprehensive income
Net loss for the year ended	-	-	-	(730,807)	(730,807)	9,003	(721,804)
Other comprehensive income for the year ended	-	(284,082)	106,755	-	(177,327)	-	(177,327)
Total comprehensive income for the year ended	-	(284,082)	106,755	(730,807)	(908,134)	9,003	(899,131)
As at 31 December 2013	620	2,646,973	45,843	(857,795)	1,835,641	19,349	1,854,990

The notes on pages 11 to 38 form an integral part of these consolidated financial statements.

GLOBAL AUTO TRADE GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2013

	Note	2013 EURO	2012 EURO
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/ profit before tax		(745,376)	1,098,538
Adjustments for:
Depreciation of property, plant and equipment	16	127,139	105,162
Exchange difference arising on the translation of financial statements to presentation currency		218,344	(200,553)
Amortisation of computer software	18	518	2,259
Fair value losses / (gains) on investment property	7	141,980	(1,419,776)
Provision for bad debts		-	74,281
Impairment charge - slow moving inventories		42,780	100,021
Interest expense	13	503,080	674,903
Cash flows from operations before working capital changes		288,465	434,835
Decrease in inventories		157,933	(149,293)
Decrease in trade and other receivables		21,731	444,470
Increase in trade and other payables		98,681	195,433
Net cash flows from operating activities		566,810	925,445
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of intangible assets	18	(173)	-
Payment for purchase of property, plant and equipment	16	(67,523)	(143,513)
Proceeds from disposal of property, plant and equipment		23,061	13,116
Net cash flows used in investing activities		(44,635)	(130,397)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowings		(1,610,602)	(2,524,905)
Proceeds from borrowings		1,055,122	1,756,068
Net cash flows used in financing activities		(555,480)	(768,837)
Net (decrease) / increase in cash and cash equivalents		(33,305)	26,211
Cash and cash equivalents:
At beginning of the period		55,181	28,970
At end of the period	21	21,876	55,181

The accompanying notes are an integral part of these financial statements.

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

1. Incorporation and principal activities

Corporate Information

Global Auto Trade Group PLC (the "Group") was incorporated in the Isle of Man on 15 March 2013 as a private limited liability company under the provisions of the Law of Isle of Man, Companies Act 2006. Its registered office is at 12 Mount Havelock, Douglas, Isle of Man, IM1 2QG. The Group is a successor of Company Reilley Capital PLC with the same address. On 15 March 2013 the name Reilley Capital PLC was revoked and a new name Global Auto Trade Group PLC has been assigned.

The Group is operating through its 2 subsidiaries - Auto Prezent SRL and Megatest SRL.

The consolidated financial statements of the Group as at and for the period ended 31 December 2013 comprises the Global Auto Trade Group PLC and its subsidiaries (together refer to as a "Group" and individually as "Group entities").

The most representative international brands of the Group are the following: JCB, Kamaz, ASAM, etc.

The average number of employees for the period ended 31 December 2013 is 134 (2012: 140).

Global Auto Trade Group PLC has the following structure:

Company	Activity	Shareholding
Global Auto Trade Group PLC	Holding company
Auto-Prezent SRL	Trading construction and agricultural equipment	100%
Megatest SRL	Auto test	75%

Shareholders structure

The shareholders and their share in the Holding are as follows:

	Percentage
Ultimate shareholder - Igor Popa	45 %
Ultimate shareholder - Constantin Chebyshev	45 %
Shareholders list	10 %

F - 77

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

Auto Prezent SRL

The company Auto Prezent SRL has been founded as the successor of Auto Prezent SA, which was registered on 5 May 1998.

Megatest SRL

The company Megatest SRL performs the following activities: auto testing, technical analysis of the vehicle, registration with authorities of the vehicles.

2. Accounting policies

The subsidiaries maintain their accounting records in local currencies and in accordance with the accounting and reporting regulations of the countries of incorporation. Local statutory accounting principles and procedures may differ from those generally accepted under IFRS. Accordingly, the consolidated financial statements are based on statutory accounting records, with adjustments and reclassifications recorded for the purpose of fair presentation in accordance with IFRSs.

Acquisition of Auto Prezent

Global Auto Trade Group PLC acquired its subsidiaries through a reverse acquisition in 2013.

Both subsidiaries, Auto Prezent SRL and Megatest SRL had consistent and homogeneous operational and financial policies.

Going concern basis

The financial statements have been prepared on a going concern basis as disclosed in note 29.

F - 78

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Basis of preparation

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU)

Adoption of new and revised IFRSs

Standards and interpretation affecting amounts reported in the current period

During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRSs) that are relevant to its operation and are effective for accounting period beginning 1 January 2013. This adoption did not have a material effect on the accounting policies of the Company.

Standards, amendments and interpretations that are not yet effective and not expected to have significant impact on the Group's financial statements

Standard/ Interpretation	Content	Effective
IFRS 12	Disclosure of interest in other entities	1 January 2014
IFRS 11	Joint arrangements	1 January 2013
IFRS 10	Consolidated financial statements	1 January 2014
IAS 19	Employee Benefits	1 January 2013
IFRS 7 / IFRS 9	Financial Instruments: Disclosures	1 January 2015
IFRS 9	Financial instruments: classification and measurement	1 January 2015
IFRS 13	Fair Value Measurement	1 January 2013

Early adoption of standard

In 2013, the Group did not early adopt any new or amended standards and does not plan to early adopt any of the standards issued not yet effective.

F - 79

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Basis of consolidation

Business combinations

The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Revenue recognition

Revenue comprises the invoiced amount for the sale of goods and services net of Value Added Tax, rebates and discounts. Revenues earned by the Group are recognised on the following bases:

Sale of goods

Rendering of services

Rental income

Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.

Debtors and provisions for bad debts

F-80

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Finance income

Finance income includes interest income which is recognised based on an accrual basis.

Finance costs

Foreign currency translation

(1) Functional and presentation currency

The financial statements are presented in EURO, which is the Company's presentation currency. At 31 December 2013, the official rate of exchange as determined by the National Bank of Moldova, was EURO ("EUR"), EUR 1 = MDL 17.9697 (2012: EUR 1 = MDL 15.9967). The average rate of exchange for the year ended 31 December 2013 was EUR 1 = MDL 16.7241 (2012: EUR 1 = MDL 15.5632).

(2) Translation from functional to presentation currency

The results and financial position of the Group are translated into the presentation currency as follows:

(3) Transactions and balances

Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

F - 81

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Tax (continued)

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Property, plant and equipment

	%
Buildings	5%
Plant and machinery	8% - 15%
Motor vehicles	20% - 30%
Furniture, fixtures and office equipment	30% - 33%

No depreciation is provided on land.

F-82

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Investment properties

Other intangible assets

Financial instruments

Financial assets and financial liabilities are recognised in the Group's consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Trade receivables

Prepayments from clients

Loans granted

F - 83

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Financial instruments (continued)

Cash and cash equivalents

Borrowings

Trade payables

Derecognition of financial assets and liabilities

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

the rights to receive cash flows from the asset have expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Impairment of assets

F - 84

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Offsetting financial instruments

Inventories

Share capital

Ordinary shares are classified as equity.

Provisions

Non-current liabilities

Non-current liabilities represent amounts that are due more than twelve months from the reporting date.

Subsequent events

Contingencies

Contingent liabilities are not recognised in the accompanying financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.

Related parties

F - 85

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

2. Accounting policies (continued)

Comparatives

Comparative information is disclosed in respect of the previous period for all numerical information in the financial statements. Comparative information is also included for narrative and descriptive information when it is relevant to an understanding of the current period's financial statements.

The comparative information has been reclassified so as to present the financial position, the results of operations and the cash flows of the Company on a consistent basis with the classifications used for 2012 for trade receivables, cash and cash equivalents, other current liabilities, trade payables, provisions, other operating expenses, cash flows from operation investing and financing activities and also presentation of risk management note.

Global Auto Trade Group PLC was registered during the year. Considering the financial statements of Global Auto Trade Group PLC did not change significantly, the Group Consolidated Financial Statements, the comparative financial statements include the consolidated financial statements of Auto Prezent SRL.

3. Financial risk management

Financial risk factors

The Group is exposed to interest rate risk, credit risk, liquidity risk, currency risk, compliance risk, litigation risk, reputation risk, capital risk management and other risks arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:

3.1 Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

Sensitivity analysis

An increase of 100 basis points in interest rates at 31 December 2013 would have increased/ (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on the profit and other equity.

	Equity		Profit or loss
	2013 EURO	2012 EURO	2013 EURO	2012 EURO
Variable rate instruments	15,952	5,136	38,276	14,854

3.2 Credit risk

3.3 Liquidity risk

F - 86

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

3.3 Liquidity risk (continued)

31 December 2013

| | Carrying amounts
EURO | Contractual cash flows
EURO | 3 months or less
EURO | Between 3-12 months
EURO | Between 1-5 years
EURO | More than 5 years
EURO |
| --- | --- | --- | --- | --- | --- | --- |
| Bank loans | (4,030,660) | (5,642,924) | (96,398) | (289,194) | (5,257,332) | - |
| Other loans | (327,495) | (392,994) | - | - | (392,994) | - |
| Trade and other payables | (362,905) | (362,905) | - | (362,905) | - | - |
| Cash and cash equivalents | 21,876 | 21,876 | 21,876 | - | - | - |
| Trade and other receivables | 244,083 | 244,083 | - | 244,083 | - | - |
| | (4,455,101) | (6,132,864) | (74,522) | (408,016) | (5,650,326) | - |

31 December 2012

| | Carrying amounts
EURO | Contractual cash flows
EURO | 3 months or less
EURO | Between 3-12 months
EURO | Between 1-5 years
EURO | More than 5 years
EURO |
| --- | --- | --- | --- | --- | --- | --- |
| Bank loans | (4,079,621) | (5,711,469) | (56,262) | (281,308) | (5,373,900) | - |
| Other loans | (351,919) | (449,148) | - | - | (449,148) | - |
| Trade and other payables | (264,224) | 264,224 | - | (264,224) | - | - |
| Cash and cash equivalents | 55,181 | 55,181 | 55,181 | - | - | - |
| Trade and other receivables | 265,814 | 265,814 | - | 265,814 | - | - |
| | (4,374,769) | (5,575,398) | (1,081) | (279,718) | (5,823,048) | - |

3.4 Currency risk

Sensitivity analysis

A 10% strengthening of the Euro against the following currencies at 31 December 2013 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on the profit and other equity.

	Equity		Profit or loss
	2013
EURO	2012
EURO	2013
EURO	2012
EURO
EURO	-	-	(63,329)	(60,711)
United States Dollars	-	-	(138,485)	(138,136)
Russian Ruble	-	-	3,297	(460)
United Kingdom Pounds	-	-	(5,395)	(6,124)
	-	-	(203,912)	(205,431)

F-87

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

3.5 Compliance risk

3.6 Litigation risk

3.7 Reputation risk

3.8 Capital risk management

The Company's gearing ratio is calculated as follows:

	2013	2012
	EURO	EURO
Total borrowings (Note 24)	4,358,155	4,417,191
Less: Cash and cash equivalents (Note 21)	(21,876)	(55,181)
Net debt	4,336,279	4,362,010
Total equity	1,854,990	2,754,120
Total capital	6,191,269	7,116,130
Gearing ratio	70.04%	61.30%

3.9 Other risks

Fair value estimation

The carrying amounts and fair values of certain financial assets and liabilities are as follows:

	Carrying amounts			Fair values
	2013	2012	2013	2012
	EURO	EURO	EURO	EURO
Financial assets
Cash and cash equivalents	21,876	55,181	21,876	55,181
Trade receivables	218,659	158,119	218,659	158,119
Financial liabilities

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

Amortised cost
Trade payables
Borrowings

(310,500)	(223,978)	(310,500)	(223,978)
(4,358,155)	(4,417,191)	(4,358,155)	(4,417,191)
(4,428,120)	(4,427,869)	(4,428,120)	(4,427,869)

Fair value measurements recognised in the statement of financial position

Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. The Company classifies the fair values of its financial instruments into a three level hierarchy based on the degree of the source and observability of the inputs.

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Level 1 classifications primarily include financial assets and financial liabilities that are exchange traded, whereas Level 2 classifications primarily include financial assets and financial liabilities which derive their fair value primarily from exchange quotes and readily observable quotes. Level 3 classifications primarily include financial assets and financial liabilities which derive their fair value predominately from models that use applicable market based estimates surrounding location, quality and credit differentials. In circumstances where the Company cannot verify fair value with observable market inputs (Level 3 fair values), it is possible that a different valuation model could produce amaterally different estimate of fair value.

31 December 2013	Level 1 EURO	Level 2 EURO	Level 3 EURO	Total EURO
Financial assets
Cash and cash equivalents	-	-	21,876	21,876
Trade receivables	-	-	218,659	218,659
Non-financial assets
Property, plant and equipment	-	-	3,875,835	3,875,835
Investment property	-	-	2,230,000	2,230,000
Total	-	-	6,346,370	6,346,370
Financial liabilities
Trade payables	-	-	310,500	310,500
Borrowings	-	-	4,358,155	4,358,155
Total	-	-	4,668,655	4,668,655

F-89

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

31 December 2012	Level 1 EURO	Level 2 EURO	Level 3 EURO	Total EURO
Financial assets
Cash and cash equivalents	-	-	55,181	55,181
Trade receivables	-	-	158,119	158,119
Non-financial assets
Property, plant and equipment	-	-	4,771,003	4,771,003
Investment property	-	-	2,038,980	2,038,980
Total	-	-	7,023,283	7,023,283
Financial liabilities
Trade payables	-	-	223,978	223,978
Borrowings	-	-	4,417,191	4,417,191
Total	-	-	4,641,169	4,641,169

4. Critical accounting estimates and judgments

Impairment of trade and other receivables

Write down of inventories

The Group reviews its inventory records for evidence regarding the saleability of inventory and its net realizable value on disposal. The provision for obsolete and slow-moving inventory is based on Management's past experience, taking into consideration the value of inventory as well as the movement and the level of stock of each category of inventory.

Income taxes

F - 90

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

4. Critical accounting estimates and judgments (continued)

Fair value of investment property

Fair value of financial assets

Useful lives

Impairment of non-financial assets

5. Revenue

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Sales of products | 2,191,239 | 3,896,353 |
| Rendering of services | 389,524 | 381,600 |
| | 2,580,763 | 4,277,953 |

Revenue from 2012 include sales to the Ministry of Education for the delivery of 42 school busses. The gross profit margin on these sales was of EUR 704,797. The project with Ministry of Education was finalized as at year end 31 December 2012. During 2013 there were no similar projects, in 2014 Management expects to participate in tender for the delivery of 50 buses to the City Hall of Chisinau.

F - 91

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

6. Other income

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Gain from sale of property, plant and equipment | 7,314 | 79,893 |
| Rental income | 202,760 | 231,752 |
| Sundry operating income | - | 40,553 |
| | 210,074 | 352,198 |

The Group rents part of its main building to lessees. The surface of rentable space is around 34% of total area of main building. During the year, the Group also gave in rent its building from Balti.

7. Profit from investing activities

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Fair value gains on investment property | - | 1,425,070 |
| Fair value losses on investment property | (141,980) | - |
| | (141,980) | 1,425,070 |

8. Administration expenses

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Staff salaries | 266,894 | 275,143 |
| Rent | 12,541 | 14,327 |
| Municipality taxes | 13,279 | 9,395 |
| Utilities | 43,944 | 47,083 |
| Repairs and maintenance | 50,758 | 47,562 |
| Sundry expenses | 52,611 | 65,644 |
| Telephone and postage | 92 | 3,212 |
| Legal and professional | - | 180,783 |
| Travelling | 3,831 | 40,050 |
| Motor vehicle running costs | 21,204 | 20,385 |
| Fuel | 17,858 | - |
| Depreciation | 127,139 | 138,308 |
| | 610,151 | 841,892 |

9. Selling and distribution expenses

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Salaries & wages | 140,803 | 149,204 |
| Motor vehicle running costs | 3,103 | 2,671 |
| Sundry expenses | 39,384 | 40,567 |
| | 183,290 | 192,442 |

F-92

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

10. Other expenses

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Sundry operational expenses | 25,635 | 21,007 |
| Provision for allowance of receivables | - | 74,281 |
| Impairment charge for obsolete inventories | 42,780 | 100,021 |
| | 68,415 | 195,309 |

11. Expenses by nature

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Changes in inventories of finished goods and work in progress | 1,994,015 | 3,005,648 |
| Staff costs (Note 12) | 407,697 | 424,347 |
| Depreciation expense | 127,139 | 136,883 |
| Other expenses | 327,020 | 668,413 |
| Total expenses | 2,855,871 | 4,235,291 |

12. Staff costs

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Wages and salaries | 331,138 | 344,997 |
| Social insurance and contributions | 76,559 | 79,350 |
| | 407,697 | 424,347 |
| Average number of employees | 134 | 140 |

13. Finance income / cost

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Foreign exchange gains | 103,241 | 212,082 |
| Finance income | 103,241 | 212,082 |
| Foreign exchange losses | 138,523 | 244,310 |
| Interest expense | 503,080 | 674,903 |
| Other finance expenses | - | 14,261 |
| Finance costs | 641,603 | 933,474 |
| Net finance costs | (538,362) | (721,392) |

F-93

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

14. Tax

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Corporation tax - current period | 2,469 | 13,086 |
| Deferred tax - credit/ charge (Note 25) | (17,038) | 139,314 |
| Credit/ charge for the period | (14,569) | 152,400 |

The tax on the Group's results before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| (Loss)/ profit before tax | (745,376) | 1,098,538 |
| Tax calculated at the applicable tax rates | (89,445) | 131,825 |
| Tax effect of allowances and income not subject to tax | 91,914 | (118,739) |
| Deferred tax | (17,038) | 139,314 |
| Tax charge | (14,569) | 152,400 |

In 2013 the corporation tax is 12% (2012: 12%)

During the period ended 31 December 2013 the company incurred losses. According to Moldovan legislation, the companies are allowed to carry forward losses for three years.

15. Loss/ profit per share attributable to equity holders of the parent

	2013	2012
Loss/ profit attributable to shareholders (EURO)	(730,807)	946,138
Weighted average number of ordinary shares in issue during the year	46,400,000	-
Loss/ profit per share attributable to equity holders of the parent (EURO)	(0.02)	-

F - 94

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

16. Property, plant and equipment

	Land and buildings	Property under construction	Plant and machinery	Motor vehicles	Furniture, fixtures and office equipment	Total
	EURO	EURO	EURO	EURO	EURO	EURO
Cost or valuation
As at 1 January 2012	1,560,860	108,856	219,965	157,562	147,160	2,194,403
Additions	7,144	86,067	37,793	25,655	3,677	160,336
Disposals	-	-	(3,078)	(20,127)	(11,340)	(34,545)
Exchange differences	(99,325)	3,943	(9,629)	(9,486)	(12,694)	(127,191)
Adjustment on revaluation	2,903,697	-	-	-	-	2,903,697
Transfers	175,558	(175,558)	-	-	-	-
As at 1 January 2013	4,547,933	23,308	245,051	153,604	126,803	5,096,699
Additions	-	15,688	27,553	11,897	12,385	67,523
Disposals	-	-	(12,920)	(2,605)	(222)	(15,747)
Exchange differences	(137,830)	(2,973)	(15,948)	(13,046)	(12,841)	(182,638)
Adjustment on revaluation	(322,820)	-	-	-	-	(322,820)
Transfers to Investment Property	(333,000)	-	-	-	-	(333,000)
As at 31 December 2013	3,754,283	36,023	243,736	149,850	126,125	4,310,017

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

16. Property, plant and equipment (continued)

	Land and buildings	Property under construction	Plant and machinery	Motor vehicles	Furniture, fixtures and office equipment	Total
Depreciation
As at 1 January 2012	323,408	-	139,405	81,030	100,187	644,030
Charge for the period	52,394	-	25,365	18,716	10,818	107,293
On disposals	-	-	-	(12,740)	(1,512)	(14,252)
Exchange differences	-	-	(15,956)	(10,375)	(9,242)	(35,573)
Adjustment on revaluation	(375,802)	-	-	-	-	(375,802)
As at 1 January 2013	-	-	148,814	76,631	100,251	325,696
Charge for the year ended	100,159	-	8,332	10,311	8,337	127,139
Exchange differences	(13,784)	-	(1,703)	(1,621)	(1,545)	(18,653)
As at 31 December 2013	86,375	-	155,443	85,321	107,043	434,182
Net book amount
As at 31 December 2013	3,667,908	36,023	88,293	64,529	19,082	3,875,835
As at 1 January 2013	4,547,933	23,308	96,237	76,973	26,552	4,771,003

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

16. Property, plant and equipment (continued)

As at 31 December 2013, the Group revalued its buildings using the Winterhill Romania SRL company, professional valuator, which performed desk revaluation. The company revalued the assets using the Revenue method, which implies assessment of rental yields from rented spaces. Due to the fact that the Auto Prezent negotiated during the year rental fees lower than in previous year, the fair value of its properties decreased. The current fair value of its building being of 6,057,000 EUR, out of which property, plant and equipment have the value of 3,827,000 EUR.

If land and buildings are measured at historical cost as at 31 December 2013 the book value is EURO 983,421.

Land and buildings are held as securities for loans from Eximbank and EuroCredit Bank, as presented in Borrowings note.

17. Investment properties

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| As at 1 January | 2,038,980 | 674,571 |
| Additions | 333,000 | 3,593 |
| Depreciation | - | (31,091) |
| Exchange differences | - | (33,163) |
| Fair value adjustment | (141,980) | 1,425,070 |
| As at 31 December | 2,230,000 | 2,038,980 |

As at 31 December 2013, the Group revalued its buildings using the Winterhill Romania SRL company, which performed desk revaluation. The company revalued the assets using the Revenue method, which implies assessment of rental revenues from rented spaces. Due to the fact that the Auto Prezent negotiated during the year rental fees lower than in previous year, the fair value of its properties decreased.

During the year the Group Management decided to rent the building from Balti, Nicolae Iorga 8.

Details of investment properties are as follows:

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Type | | |
| Office Space Rented from Socoleni Building | 1,924,000 | 2,038,980 |
| Office Space Rented from Balti Building | 306,000 | - |
| | 2,230,000 | 2,038,980 |

F - 97

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

18. Intangible assets

	Other intangible assets EURO
Cost
As at 1 January 2013	10,095
Additions	173
Exchange differences	(1,067)
As at 31 December 2013	9,201
Amortisation
As at 1 January 2013	8,156
Amortisation for the year ended	658
Exchange differences	(1,008)
As at 31 December 2013	7,806
Net book amount
As at 31 December 2013	1,395
As at 1 January 2013	1,939

19. Inventories

	2013	2012
	EURO	EURO
Raw materials	29,631	44,456
Goods for resale	445,251	529,037
Advances to suppliers	159,961	219,283
	634,843	792,776

Inventories are stated at the lower of cost and net realisable value.

20. Trade and other receivables

	2013	2012
	EURO	EURO
Trade receivables	218,659	158,119
Contract retentions	-	42,966
Advances to subcontractors	-	42,037
Receivables from state budget	36,669	66,847
Receivables from employees	15,349	5,646
Deferred expenses	2,682	3,412
Other receivables	66,777	54,687
Less allowance for uncollectible receivables	(96,053)	(107,900)
	244,083	265,814
	244,083	265,814

F-98

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

20. Trade and other receivables (continued)

Allowance for uncollectible receivables includes amounts relating to trade and other receivables.

Ageing of past due but not impaired:

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| 31-120 days | 244,083 | 265,814 |
| | 244,083 | 265,814 |

The Group does not hold any collateral over the trading balances.

Movement in provision for impairment of receivables:

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| As at 1 January | 107,900 | 33,619 |
| Impairment losses recognised on receivables | - | 72,721 |
| Foreign exchange differences | (11,847) | 1,560 |
| As at 31 December | 96,053 | 107,900 |

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note of the financial statements.

21. Cash at bank and in hand

Cash balances are analysed as follows:

| | 2013
EURO | 2012
EURO |
| --- | --- | --- |
| Cash in hand | 1,872 | 21,802 |
| Current accounts | 20,004 | 33,379 |
| | 21,876 | 55,181 |

The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in note of the financial statements.

F-99

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

22. Share capital

	2013	2012
	EURO	EURO
Issued and fully paid
As at 1 January	620	620
As at 31 December	620	620

23. Other reserves

	Fair value reserve - land and buildings EURO	Translation reserve EURO	Total EURO
As at 1 January 2013	2,931,055	(60,912)	2,870,143
Unwinding of Deferred tax on revaluation of land and buildings (Note 25)	38,738	-	38,738
Fair value adjustment	(322,820)	-	(322,820)
Exchange difference arising on the translation and consolidation of foreign companies' financial statements	-	106,755	106,755
As at 31 December 2013	2,646,973	45,843	2,692,816

24. Borrowings

	2013 EURO	2012 EURO
Current borrowings
Bank loans - current portion	385,592	337,570
	385,592	337,570
Non-current borrowings
Bank loans	3,645,068	3,727,702
Other loans	327,495	351,919
	3,972,563	4,079,621
Total	4,358,155	4,417,191
Maturity of non-current borrowings:
After one to two years	390,851	375,077
Between two and five years	3,581,712	3,704,544
	3,972,563	4,079,621

F-100

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

24. Borrowings (continued)

The analysis of the loans is listed below:

Number	Bank/ Third party	Agreement	Maturity	Interest	As at 31 December 2013	As at 31 December 2012
1	EximBank AO Gruppo Veneto Banca	2201	2017	14.0%	198,067	214,206
2	EximBank AO Gruppo Veneto Banca	2494	2018	14.0%	391,202	423,590
3	EximBank AO Gruppo Veneto Banca	2600	2018	14.0%	944,204	1,022,198
4	EximBank AO Gruppo Veneto Banca	2763	2018	14.0%	175,877	190,202
5	EximBank AO Gruppo Veneto Banca	2764	2018	9.0%	504,444	507,860
6	EximBank AO Gruppo Veneto Banca	2765	2018	8.0%	206,234	216,507
7	EximBank AO Gruppo Veneto Banca	3088	2018	14.0%	617,184	668,164
8	EximBank AO Gruppo Veneto Banca	3527	2018	14.0%	361,238	390,939
9	EximBank AO Gruppo Veneto Banca	3528	2019	14.0%	254,826	275,861
10	EximBank AO Gruppo Veneto Banca	3544	2018	14.0%	265,751	155,745
11	Euro Credit Bank	C.L.139
5-498	2018	14.0%	111,633	-
			Bank Loans		4,030,660	4,065,272
12	Brewen Business LLC	547	2017	5.0%	327,495	351,919
			Other loans		327,495	351,919
			Total borrowings		4,358,155	4,417,191

The bank loans and overdrafts are secured as follows:

Mortgages over the Auto Center, total area 11,171.6 sq m and adjacent land with area 1,379 ha, in Chisinau, Socoleni street, 1
The Group pledged in favor of Euro Credit Bank the building from Balti.
Pledges over the company cash and current receivables;

The weighted average effective interest rates at the reporting date were as follows:

	2013	2012
Bank loans	13%	13%
Other loans	5%	5%

25. Deferred tax

F-101

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

25. Deferred tax (continued)

The movement on the deferred taxation account is as follows:

Deferred tax liability

	Revaluation of land and buildings EURO	Fair value gains on investment property EURO	Total EURO
As at 1 January 2013	348,444	139,314	487,758
Charged / (credited) to:
Statement of comprehensive income (Note 14)	-	(17,038)	(17,038)
Fair value reserve	(38,737)	-	(38,737)
As at 31 December 2013	309,707	122,276	431,983

26. Trade and other payables

	2013 EURO	2012 EURO
Trade payables	310,500	213,608
Prepayments from clients	13,179	14,359
VAT	15,255	2,561
Accruals	2,221	4,630
Other creditors	21,750	29,066
	362,905	264,224

Other creditors include utilities companies Chisinau Gaz, Red Union Fenosa, Apa-Canal etc.

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

27. Contingent liabilities

The Company had no contingent liabilities as at 31 December 2013.

28. Commitments

According to agreement signed between Auto Prezent SRL and Swiss International Finance Group, the Group has a commitment to pay 35,000 EUR in the future period, depending on the listing conditions.

Depending on the amounts raised during listing on stock exchanges, the Group may become liable to NBB Advisors and Swiss International Finance Group with commissions. The amounts of these commissions cannot be reliably determined.

29. Going concern basis

The financial statements of the Group have been prepared on a going concern basis.

F-102

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

Even though the Group has incurred losses of EURO 730,807 for the period ended 31 December 2013, as of that date the Group's current assets exceeded its current liabilities by EURO 152,305. The management of the Group expects to continue operations and meet its obligations as they become due only with the contribution of the recurring affairs undertaken with private companies. The option to undertake public projects remains viable and the Group will consider such opportunities in the foreseeable future.

30. Recent volatility in global financial markets

The process of risk repricing during 2007 to 2009 in the international financial markets affected the performance of those markets, including the Moldovan financial and banking market, and fostered heightened uncertainty with regard to economic developments going forward.

The ongoing global liquidity crisis which commenced in the middle of 2007 and is still continuing, resulted in, among other things, a lower level of capital market funding, lower liquidity levels across the banking sector, and higher interbank lending rates. The uncertainties in the global financial markets have also led to bank failures and bank rescues in the United States of America, Western Europe, Russia and elsewhere. Such circumstances could affect the ability of the Company to obtain borrowings or re-finance its existing operations at terms and conditions similar to those applied to earlier transactions. Indeed the full extent of the impact of the ongoing financial crisis is proving to be impossible to anticipate or completely guard against.

The debtors or borrowers of the Group may also be affected by the lower liquidity situation which could in turn impact their ability to repay their amounts owed. Deteriorating operating conditions for debtors or borrowers may also have an impact on Management's cash flow forecasts and assessment of the impairment of financial and non-financial assets.

To the extent that information is available, Management has reflected revised estimates of expected future cash flows in its impairment assessments. Management is unable to reliably estimate the effects on the Group's financial position of any further deterioration in the liquidity of the financial markets and the increased volatility in the currency and equity markets. Management believes it is taking all the necessary measures to support the sustainability and growth of the Group's business in the current circumstances.

Country risk and Moldovan Business Environment

The Group's operations are subject to country risk being the economic, political and social risk inherent in doing business in Republic of Moldova. These risks include matters arising out of the policies of the government, economic conditions, imposition of or changes to taxes and regulations, foreign exchange fluctuations and the enforceability of contract rights. The accompanying financial statements reflect management's assessment of the impact of the Moldovan business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment. The impact of such differences on the operations and financial position of the Group may be significant.

31. Political Environment

32. Events after the reporting period

On 17 March 2014 the Group was admitted for trading on GXG markets. The number of shares in issue is of 46,400,000.

F - 103

GLOBAL AUTO TRADE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2013

Independent Auditors' Report on pages 4, 5 and 6

F - 104

IV. SUPPLEMENT LETTER TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2013

BAKER TILLY
ICS Baker Tilly Klitou and Partners
SRL
65 Stefan cel Mare si Sfant Blvd
5th Floor, office 507
MD-2001, Chisinau - Moldova
Tel: +373 22 233003
Fax: +373 22 234044
Email: [email protected]
Website: www.bakertillyklitou.md

Mr. Igor Popa
25 August 2014

Dear Mr. Popa,

RE: Audit of the Consolidated Financial Statements of Global Auto Trade Group PLC for the year ended 31 December 2013

Following our recent discussions, we hereby accept the following changes to be performed in the Consolidated Financial Statements of Global Auto Trade Group PLC for the year ended 31 December 2013. It worth mentioning that the respective change will complete the understanding of the users of financial statements and will not have a material impact on the understanding of the Financial Statements by the users of the aforementioned Financial Statements.

Accepted changes to be applied on page 11 (Note 1):

"Global Auto Trade Group PLC (the "Group") and its subsidiaries Auto Present SRL and Mega Test SRL were set up as group of companies on 15 March 2013.

The parent Company of the Group, Global Auto Trade Group PLC was incorporated on 12 August 2011 as Reilley Capital PLC under the provisions of the Isle of Man's Companies Act 2006. On 15 August 2013 the name of the Company was changed from Reilley Capital PLC to Global Auto Trade Group PLC."

Explanation:

The date of 15 March 2013 referenced to in the Financial Statements for the year ended 31 December 2013 relates to the date when the Group was set up.

Baker Tilly Klitou and Partners
Authorised signature

F - 105

V. AUDIT FOR THE YEARS ENDED DECEMBER 31, 2011 AND DECEMBER 31, 2012

Mr Bruno Seneque CPA (member of CPA Australia)
342 Scarborough Beach Road
Osborne Park, Western Australia, 6017

Re: Audit for the Years Ended 31 December 2011 and 31 December 2012

Dear Mr Seneque,

This representation letter is provided in connection with your audit of the financial statements of REILLY CAPITAL PLC (hereafter referred to as "the Company") for the years ended 31 December 2011 and 31 December 2012, for the purpose of you expressing an opinion as to whether the financial statements give a true and fair view respectively of the receipts, payments and other transactions undertaken by the Company for the years ended 31 December 2011 and 31 December 2012, and of the assets and liabilities of the Company at 31 December 2011 and 31 December 2012.

I acknowledge my responsibility for ensuring that the financial statements are in accordance with:

(a) the Companies Act 2006, including:
(i) giving a true and fair view respectively of the receipts, payments and other transactions undertaken by the Company for the years ended 31 December 2011 and 31 December 2012, and of the assets and liabilities of the Company at 31 December 2011 and 31 December 2012
(b) other mandatory professional reporting requirements in the Isle of Man, and confirm that the financial statements are free of material misstatements, including omissions.

ASSETS

I confirm that, at the reporting dates mentioned above, that there are no assets other than cash of 1 pound (GBP).

LIABILITIES

I confirm that, at the reporting dates mentioned above, that there are no liabilities, and confirm that I am not aware of any contingent liabilities and commitments involving the company.

RECEIPTS, PAYMENTS AND OTHER TRANSACTIONS

I confirm that due to the Company being in a dormant state from incorporation to 31 December 2012 that the Company did not have any receipts, payments or any other transactions.

SUBSEQUENT EVENTS

No events have occurred subsequent to the end of 31 December 2012 that would require adjustment to, or disclosure in, the financial statements.

COMPLIANCE WITH LAWS AND REGULATIONS

F - 106

I have disclosed to you all known actual or possible non-compliance with laws and regulations whose effects should be considered when preparing the financial statements, including those applicable in the Isle of Man.

BOOKS, RECORDS AND DOCUMENTATION

I have made available to you all financial records and related data, other information, explanations and assistance necessary for the conduct of the audit.

MINUTES

All minutes of meetings held by the Board of Directors, Committees and shareholders since the end of the previous reporting period have been given to you for your inspection.

Date: January 20, 2013

[signed]
Robert Glass
Sole Director

F - 107

Balance Sheet

as at
December 31, 2011

ASSETS	In GBP
CURRENT ASSETS
CASH	1.00
Total Current Assets	1.00
NONCURRENT ASSETS	-
Total Non-current Assets	-
Total Assets	1.00
LIABILITIES
FINANCIAL LIABILITIES	-
OTHER LIABILITIES	-
Total Liability	-
SHAREHOLDERS EQUITY
Capital Stock	1.00
Retained Earnings	-
Net Income	-
Total Equity	1.00
Total Liabilities & Equity	1.00

Date: March 1, 2012

[signed]
Robert Glass
Director

F - 108

Balance Sheet

as at
December 31, 2012

ASSETS	In GBP
CURRENT ASSETS
CASH	1.00
Total Current Assets	1.00
NONCURRENT ASSETS	-
Total Non-current Assets	-
Total Assets	1.00
LIABILITIES
FINANCIAL LIABILITIES	-
OTHER LIABILITIES	-
Total Liability	-
SHAREHOLDERS EQUITY
Capital Stock	1.00
Retained Earnings	-
Net Income	-
Total Equity	1.00
Total Liabilities & Equity	1.00

Date: January 20, 2013

[signed]

Robert Glass
Director

F - 109

BRUNO SENEQUE
Certified Practising Accountant (CPA Australia)

Bruno Seneque
Member of CPA Australia
CPA - No. 1913333
342 Scarborough Beach Road
Osborne Park
Western Australia, 6017
T: +61 437 51 44 78
E: [email protected]

Independent Auditors' Report

To the shareholder of Reilly Capital PLC

I have audited the financial statements of Reilly Capital PLC (the "Company"), which comprise the balance sheets as at 31 December 2011 and 31 December 2012 and the related statements of comprehensive income, changes in shareholder's equity, and cash flows for the years then ended.

The Director of the Company is responsible for the preparation of the financial statements that give a true and fair view respectively of the receipts, payments and other transactions undertaken by the Company for the years ended 31 December 2011 and 31 December 2012, and of the assets and liabilities of the Company at 31 December 2011 and 31 December 2012.

My responsibility is to express an opinion on the financial statements based on my audit.

The Company has been in a dormant status for the years ended 31 December 2011 and 31 December 2012 and as such there have been no changes in equity since incorporation.

In my opinion, the accompanying financial statements give a true and fair view of the financial position of Reilly Capital PLC as at December 31, 2012 and 2011, and of their financial performance, cash flows and changes of equity for the years then ended in accordance with IFRS.

Bruno Seneque CPA
Perth, 9 September 2013

F - 110

SUBSCRIPTION LETTER

Global Auto-Trade Group PLC
c/o Swiss International Finance Group AG
Kernserstr. 31
6060Sarnen
Switzerland
[email protected]

[DATE]

Dear Sirs,

GLOBAL AUTO-TRADE GROUP PLC WITH COMPANY NO. 007294V (COMPANY)

I apply for the allotment and issue to me of
[NUMBER] ordinary shares of € 0.10 par value
each
in the capital of the Company (Shares) for cash at a price of
€ 3.00
subject to the Company's articles of association, Prospectus dated December 4, 2015 and the terms of this letter.

In consideration for the allotment and issue of the Shares to me, I undertake to pay the Company the sum of
€
to the escrow account, details of which are provided by the Company in Schedule I to this letter and may be amended from time to time.

In respect of the Shares issued pursuant to this application, I request and authorise you to enter my name in the Company's register of members as holder of the Shares and
☐ to send to me a share certificate to the following
ADDRESS:
OR
☐ to issue electronic shares in to be held in uncertificated form in CREST in the following
ACCOUNT:

Yours faithfully,

NAME OF SUBSCRIBER:

ADDRESS:

F - 111

SIGNATURE PAGE

On behalf of

GLOBAL AUTO-TRADE GROUP PLC

Mr Constantin Cepasev
Director

Mr Igor Popa
Director

F - 1

AI assistant

Auto Trader Group PLC — Share Issue/Capital Change 2015

4929_rns_2015-12-08_d945f3d5-8f79-4564-8df9-acd4b0e914e4.pdf

NOTICE REGARDING THE EUROPEAN ECONOMIC AREA

SELLING RESTRICTIONS

RESTRICTIONS IN DENMARK, UNITED KINGDOM AND GERMANY

NOTICE TO U.S. RESIDENTS

FORWARD-LOOKING STATEMENTS AND PROFIT FORECASTS OR ESTIMATES

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

PRESENTATION OF CURRENCY INFORMATION

TABLE OF CONTENT

AFSNIT A – INDLEDNING OG ADVARSLER

A.1 Advarsler

A.2 Indikation af senere videresalg eller endelig placering af værdipapirer via finansielle formidlere

B.5 Koncernstruktur

B.6 Større Aktionærer

B.7 Udvalgte historiske regnskabsoplysninger

ZUSAMMENFASSUNG DES PROSPEKTES

ABSCHNITT A – EINLEITUNG UND WARNHINWEIS

A.1 Warnhinweis

A.2 Verwendung des Prospekts für die spätere Weiterveräußerung oder endgültige Platzierung von Wertpapieren durch Finanzintermediäre

SUMMARY OF THE PROSPECTUS

SECTION A – INTRODUCTION AND WARNING NOTICES

A.1 Warning

A.2 Use of the Prospectus for subsequent sale or definitive placement of shares through financial intermediaries

D.1 Key risk related to the Group

RISK FACTORS

Insurance-related risks

Risks associated with Global Auto-Trade Group PLC's financing policy and financial activities market risks.

Political Risk

The activity of the company is subject to business cycles.

Risks related to the business purpose of the company

Liquidity risks

Risk in the production of financial and accounting data

Risks related to Global Auto-Trade Group PLC Group's geographic presence

The costs of doing business have increased and could increase in the future, which may make it more difficult for Global Auto-Trade Group PLC to generate a profit.

Risks relating to interest rates

Risks relating to exchange rates

Adverse movements in foreign currency exchange rates and the re-introduction of foreign exchange controls may have a negative impact on Group's business and operational results.

Risks relating to past and future acquisitions

Risks associated with possible conflicts of interest

Risks related to changes in laws or regulations

Global Auto-Trade Group PLC may be adversely affected if its tax status changes or if relevant tax authorities challenge any aspect of the Group's structure.

Tax risks linked to special tax regimes

Risks Relating to Legal Relationships with Related Parties

Risks relating to the Isle of Man

Risks relating to liability claims and litigation

1. SHARE-RELATED RISK

Movements of the share prices

Global Auto-Trade Group PLC could change its dividend distribution policy.

The prices of the shares could differ from the net asset value per share.

2. RISKS RELATED TO THE OFFERING

3. RISKS RELATED TO THE SHAREHOLDER STRUCTURE

I. SUBJECT MATTER OF THE OFFERING

1. APPLICABLE LAW AND JURISDICTION

2. EXPECTED TIMELINE, OFFER PERIOD AND SUBSCRIPTION PROCESS

3. OFFER PRICE

5. BROKERAGE FEE

6. CURRENCY

EXCHANGE CONTROL REGULATION IN DENMARK

7. GENERAL ALLOTMENT CRITERIA

1. VOTING RIGHTS

2. DIVIDEND ENTITLEMENT

3. FORM AND CERTIFICATION OF SHARES

4. ISIN

5. TRANSFERABILITY, CONVERSION RIGHTS

I. CAPITAL RESOURCES

II. STATEMENT OF CAPITALIZATION AND INDEBTEDNESS

III. WORKING CAPITAL

AUDIT REPORT FOR THE FINANCIAL YEAR ENDED DECEMBER 31 2012:

AUDIT REPORT FOR THE FINANCIAL PERIOD ENDED DECEMBER 31, 2013:

III. CONSOLIDATED STATEMENTS OF CASH FLOWS

MANAGEMENT'S DISCUSSION OF THE OPERATIONAL PERFORMANCE OF THE BUSINESS AND THE ANALYSIS OF ITS FINANCIAL CONDITION

1. SPECIALIZED MACHINERY WHOLESALE AND RETAIL

2. SALE OF SPARE PARTS AND ACCESSORIES, AND AUTOMOBILE SERVICES

3. RENTAL OF COMMERCIAL SPACE

1. DEMAND FOR THE PRODUCTS OF THE BUSINESS

2. STABILITY OF SUPPLY

3. VOLATILITY IN PRICES FOR PURCHASES

4. COMPETITION IN THE MARKET

Auto Trader Group PLC Share Issue/Capital Change 2015