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WISR LIMITED M&A Activity 2012

Oct 17, 2012

66093_rns_2012-10-17_2a687641-88f6-43b5-b8f2-0d9f9d3f3cd6.pdf

M&A Activity

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BERKLEE LIMITED 265-285 Learmonth Road, Wendouree, Ballarat P.O. Box 83 Wendouree, Victoria Australia 3355 Telephone: 61 3 5338 1110 Facsimile: 61 3 5338 1111 A.B.N. 80 004 661 205

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MANUFACTURERS OF AUTOMOTIVE EXHAUST SYSTEMS AND PARTS

18 October 2012

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

BERKLEE LIMITED (ASX CODE: BER) Notification of an Indicative Non-Binding Takeover Proposal

As previously announced on 23 August 2012 Berklee has been in discussion with certain parties in relation to a possible transaction which may lead to an offer for all the shares in the Company or which may result in an alternative transaction.

Berklee has now received an Indicative Non-Binding Proposal (“the 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). However the Proposal is incomplete, non-binding and is subject to a number of conditions including finance and due diligence.

The independent directors of Berklee regard the Proposal as credible and in order to facilitate a possible transaction will allow due diligence to be undertaken by the Bid Group and are proceeding to appoint an Independent Expert in accordance with Section 641 of the Corporations Act 2001, to report on whether any resultant takeover offer is fair and reasonable for shareholders who are not part of the Bid Group.

As the Proposal is indicative and non-binding there can be no certainty that a formal offer will be made or that a transaction will result. At this time, shareholders do not need to take any action in relation to the Proposal.

Signed

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Alan Beckett Chairman