WISR LIMITED — AGM Information 2012

Nov 12, 2012

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13 November 2012

Company Announcements Office Australian Stock Exchange Limited Level 4, 20 Bridge Street SYDNEY NSW 2000

BERKLEE LIMITED (ASX CODE: BER)

2012 ANNUAL GENERAL MEETING

CHAIRMAN’S ADDRESS

In this my second report to shareholders I would like to address the key topics that are of particular interest to shareholders including:

• 2012 results

• Achievements to date

• The Outlook

• The “Indicative Non-Binding Proposal” before the Company

• Board and Management

After my address we will proceed to the formal items of business of the meeting and open the financial statements and reports for consideration and for questions and comments by Shareholders.

2012 Results

You will no doubt have noted from our Annual Report that the Loss for the year was $2,149,000 compared to a loss in the previous year of $2,228,000.

The actual operating result for the continuing business excluding the loss from the discontinued distribution business was a loss of $917,000 compared to a loss of $940,000 in the previous year.

Turnover from the continuing business was $5,638,000 compared to $6,115,000 in 2011. Turnover from discontinued operations increased slightly from $3,628.000 compared to $3,233,000. This increase was primarily the result of the disposal of excess inventory sold as part of branch closures. These sales however were at cost or low margins at best which while improving our cash position had a detrimental effect on the years result.

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BERKLEE LIMITED A.B.N. 80 004 661 205 MANUFACTURERS OF AUTOMOTIVE EXHAUST SYSTEMS AND PARTS	REGISTERED OFFICE: 265-285 Learmonth Road, Wendouree, Ballarat, Victoria, Australia POSTAL ADDRESS: P.O. Box 83, Wendouree, Victoria 3355, Australia	TELEPHONE:+61 3 5338 1110 FACSIMILE:+61 3 5338 1111 EMAIL: headoffice@berklee.com.au INTERNET: www.berklee.com.au	TELEPHONE:+61 3 5338 1110 FACSIMILE:+61 3 5338 1111 EMAIL: headoffice@berklee.com.au INTERNET: www.berklee.com.au
			www.berklee.com.au

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Costs have been tightly controlled and continue to decrease year on year however the ongoing issue continues to be decreasing turnover.

Berklee achieved a slightly better than break even result on a cash flow basis, largely as a result of efforts to reduce our net working capital position. The yearend cash position was $2,156,000 compared to $2,298,000 the previous year.

Achievements to date

• Successfully completed the closure of the Queensland, NSW and Western Australian branches;

• Signed exclusive distribution agreements in Tasmania and South Australia;

• Significantly reduced slow moving and obsolete stock lines to improve our cash position and to bring inventory levels more in line to an appropriate level to support current production.

• Developed a new line of 3 inch and 2.5 inch Ballistic exhaust systems for the high performance market;

• Developed new markets for our existing trolley business;

• Initiated new off shore supply channels for our low margin lines.

Outlook

The Automotive Parts and Accessories Manufacturing Industry continues to encounter many challenges. Some of the key reasons are strong competition from cheap imports, the strong Australian dollar which obviously makes the imported parts and accessories more affordable and the move to stainless products, which have a longer life expectancy, on imported vehicles.

We see FY 2013 as another year of continuing restructure. By 31 December 2012 our objective is to have bedded down the South Australia and Tasmania distribution agreements and to have closed our branches in those states. In addition we will have finalized a sustainable plan for our Victorian Branch.

Year to date results for this current year indicate that the business has been unable to achieve the necessary monthly sales volume to both break even from a profit position and from a cash position. While we commenced the year with a strong cash position this could quickly disappear unless we can carefully manage the situation by increasing sales volume.

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BERKLEE LIMITED REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 A.B.N. 80 004 661 205 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111 MANUFACTURERS OF Ballarat, Victoria, Australia EMAIL: headoffice@berklee.com.au AUTOMOTIVE EXHAUST SYSTEMS POSTAL ADDRESS: INTERNET: www.berklee.com.au AND PARTS P.O. Box 83, Wendouree, Victoria 3355, Australia

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“ ” The Indicative Non-Binding Proposal

As advised at last years’ AGM we have been considering a number of different scenarios over the last couple of years to realize value for Shareholders which has involved, amongst other things, discussion with various companies within the industry.

On 18 October 2012 Berklee was able to advise Shareholders that we had received an Indicative Non-Binding Proposal from a company and associated individuals related to a director of Berklee (“the Bid Group”) to acquire all of the shares in Berklee not held by the Bid Group.

The Proposal is for cash of 50 cents per share (less adjustment for any dividend paid by Berklee). The Proposal is incomplete, non-binding and is subject to a number of conditions including finance and due diligence.

We can confirm that the director involved with Bid Group is Mr. Rick van Berkel and I can assure Shareholders that proper governance has taken place within the Board in relation to any potential conflict arising in relation to this matter. When discussions commenced with the Bid Group a separate sub committee was formed consisting of myself and Mr. Anderson and we appointed an independent consultant to assist with our deliberations of this and other potential transactions being considered. Mr. van Berkel excluded himself from any discussion pertaining to these transactions at the Board.

As of today I am unfortunately not able to provide any further information other than to say that we believe from the Bid Group that the process is still continuing and that we will obviously advise Shareholders when we are in a position to say anything further.

Board and Management

Since last years’ AGM we have completed the Board renewal program with the retirement of Mr. Egon Vetter at the end of November 2011 after some nine years as a director of your Company and with the appointment of Mr. Rick van Berkel to fill the casual vacancy created by Mr. Vetter’s retirement.

Finally I would like to express my thanks to my fellow directors, you our Shareholders, for your support and of course to Brett Jones and his management team and all employees of Berklee for their hard work and dedication over the past year.

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BERKLEE LIMITED REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 A.B.N. 80 004 661 205 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111 MANUFACTURERS OF Ballarat, Victoria, Australia EMAIL: headoffice@berklee.com.au AUTOMOTIVE EXHAUST SYSTEMS POSTAL ADDRESS: INTERNET: www.berklee.com.au AND PARTS P.O. Box 83, Wendouree, Victoria 3355, Australia

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Having said those few words can I now move to the Business of the meeting and Agenda Item 1.

Can I please point out that there has been a minor point brought to our attention relating to the reference on page 20 of the Corporate Governance Statement that states that “The Board’s view is that its Chairman and Non-Executive Directors are independent”. Mr. Rick van Berkel is not independent under the definitions adopted by the Board in that he is a substantial shareholder.

As already discussed, the Board has been extremely careful and proper in the governance around the current proposal by the Bid group of which Mr. van Berkel is a member.

Signed

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Alan Beckett Chairman

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BERKLEE LIMITED REGISTERED OFFICE: A.B.N. 80 004 661 205 265-285 Learmonth Road, Wendouree, MANUFACTURERS OF Ballarat, Victoria, Australia AUTOMOTIVE EXHAUST SYSTEMS POSTAL ADDRESS: AND PARTS P.O. Box 83, Wendouree, Victoria 3355, Australia

TELEPHONE: +61 3 5338 1110 FACSIMILE: +61 3 5338 1111 EMAIL: headoffice@berklee.com.au INTERNET: www.berklee.com.au