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This report has been translated into the English language solely for the convenience of International readers

RHIAG – INTER AUTO PARTS ITALIA S.p.A.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT

30 SEPTEMBER 2013


RHIAG - INTER AUTO PARTS ITALIA S.p.A.

Registered office in Bergamo, via Tiraboschi 48

INDEX

- DIRECTORS’ REPORT

- CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CASH FLOWS

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

- EXPLANATORY NOTES

Rhiag – Inter Auto Parts Italia S.p.A.

Registered Office in Bergamo, Via Tiraboschi 48

Administrative offices in Pero (MI), Via V. Monti 23/D

A single shareholder company - Share Capital Euro 25,510,000

Fiscal Code and number “Registro Imprese di Bergamo” 02394560136

“Managed and coordinated by Rhino Bidco S.p.A.

in terms of Art. 2497 of the Italian Civil Code”


RHIAG - INTER AUTO PARTS ITALIA S.p.A.

“Managed and coordinated by Rhino Bidco S.p.A.

in terms of Art. 2497 of the Italian Civil Code”

Registered Office In Bergamo, Via Tiraboschi 48

A single shareholder company - Share Capital Euro 25,510,000

Interim Consolidated Financial Statements as at 30 September 2013

Directors’ Report

Introduction

Dear Shareholders,

We submit for your review and approval the interim consolidated financial statements as at 30

September 2013 (hereinafter “Interim Report”), prepared in compliance with International Financial

Reporting Standards (IFRS), issued and endorsed by the European Union, and with IAS 34 -

Interim Financial Reporting, by applying the same accounting policies adopted in the drafting of the

consolidated financial statements as at 31 December 2012, except as described in the Explanatory

notes - paragraph Accounting standards, amendments and interpretations effective from 1 January

2013.

General Information

The Rhiag Group is a distributor of components for automobiles and industrial vehicles on the

aftermarket, specifically in the independent aftermarket (IAM) segment.

The Group is one of the European leaders in the independent aftermarket segment: it is the leading

independent distributor in terms of market share in Italy, the Czech Republic and Slovakia, third in

Switzerland, third in Hungary. The Group also operates in Ukraine, Romania and Bulgaria where its

presence is more limited.

The holding company is Rhiag – Inter Auto Parts Italia S.p.A. which holds direct investments in

four companies incorporated under Italian law (Bertolotti S.p.A., Rhiag Engineering S.p.A., Centro

Ricambi Rhiag S.r.l. and Consorzio Insiamo Scarl). It also holds investments in an operating

company incorporated under Swiss law called Rhiag Group Ltd which operates in the independent

aftermarket segment of the Swiss market and in also Elit Group Ltd, a holding company through


which Rhiag S.p.A. holds indirect interests in companies operating in Eastern Europe (Czech

Republic, Slovakia, Ukraine, Romania and Hungary). As at 30 September 2013 Rhiag – Inter Auto

Parts Italia S.p.A. is wholly owned by ultimate holding company Lanchester S.A., a company

incorporated in Luxembourg.

The Rhiag Group structure as at 30 September 2013 was as follows: Rhiag - Inter Auto Parts Italia SpA

Italy

100%

Rhiag Group Ltd inSiamo Scarl Elit Group Ltd Bertolotti SpA Rhiag Engineering SpASwitzerland Italy Switzerland Italy Italy

100% 23,11% 100% 100% 100%

Elit CZ spol sro Elit Slovakia sro Elit Ukraine Ltd Elit Romania Srl Lang Kft (*) Auto Kelly ASCzech Republic Slovakia Ukraine Romania Hungary Czech Republic

100% 100% 100%

Auto Kelly EOOD (**)

Bulgaria

100% Auto Kelly AS

99,999% EGL + 0,001% RH-IAP 99.99% EGL + 0.01% RH-IAP 100% EGL

Auto Kelly Slovakia SROSlovakia

100% Auto Kelly AS

100%

Centro Ricambi Rhiag SrlItaly

On 16 December 2013, Lanchester SA has sold the entire share capital of the Company to Rhino

Bidco S.p.A. (please refer to paragraph “Significant events after the closing date of the period”).

It should be also noted that the scope of consolidation has underwent the following variations

compared to 31 December 2012:

- establishment of a related party in Bulgary, Auto Kelly Bulgaria Eood.


Analysis of Rhiag Group income statement performance and balance sheet and financial position Economic Performance

The reclassified income statement of the Group for the first nine months of 2013 is set out in

summary form below in order to provide a better understanding of the Group’s performance:

(amounts in thousands of Euro)Nine months

ended September 30, 2013

Nine months ended September

30, 2012

Gross sales 543.263 495.520Direct selling costs (27.866) (25.720)Net sales 515.397 469.800

94,87% 94,81%

Cost of goods sold (416.355) (375.909)Gross profit 99.042 93.891

18,23% 18,95%

Distribution costs (24.236) (23.396)Administrative costs (12.214) (10.307)Other operating costs (2.253) (3.323)Depreciation & Amortisation (6.815) (6.318)Impairment of goodwill and other assets - - Operating profit 53.524 50.547

9,85% 10,20%

Financial income / (expense) (11.052) (9.924)Profit before taxation 42.472 40.623

7,82% 8,20%

Taxes on income (12.375) (13.049)Net profit for year from continuing operations 30.097 27.574

5,54% 5,56%

Net result from discontinued operations - - Net profit for year 30.097 27.574

5,54% 5,56%

EBITDA Adjusted * 62.394 57.69011,49% 11,64%

* Adjusted EBITDA includes revenues, net of direct costs of sales, cost of sales, distribution costs, administrative costs, other operating costs, excluding non-recurring costs, and restructuring costs. Adjusted EBITDA is not a recognized measure under International Financial IAS / IFRS adopted by the European Union.

Although the persist of the economic crisis in such European countries, Rhiag Group accrued in the

first three quarter of 2013 generally higher results in comparison with the same period of 2012.


The first nine months of 2013 recorded consolidated gross sales of Euro 543.3 million, with an

increase of Euro 47.7 million, or 9.6%, compared to the same period of the last year. The gross

sales’ increase was almost entirely due to growth of the Eastern Europe and Italian operating

segments.

Indeed in Switzerland, gross sales increased of Euro 1.4 million (+4.5%) compared to 30 September

2012; in Italy the increase of Euro 14.2 million (+5.7%) was mainly due to the increase in sales of

the parent company Rhiag – Inter Auto Parts Italia S.p.A.; in Eastern Europe the increase of Euro

35.0 million (+15.6%) is due to the organic growth both of the Group Elit and the Group Auto

Kelly.

The incidence of direct selling costs in relation to gross sales, equal to 5.1%, has decreased

compared to the same period of last year mainly.

Cost of goods sold includes the purchase cost of goods for sale, the change in inventory and

personnel costs. As at 30 September 2013 cost of goods sold amounted to Euro 416.4 million

compared to Euro 375.9 million of the first nine months of 2012. The incidence of cost of goods

sold on gross sales increased from 75.9% in 2012 to 76.6% in 2013.

This deterioration was the result of the combined effect of several factors: the increase in costs for

materials (including changes in inventory) as a percentage of gross sales compared to prior year

mainly because of rising competitive pressure on selling prices on all markets where the Group

operates; Euro 4.0 million increase in personnel costs in absolute terms mainly because of the

increased number of employees due to the opening of new branches in Eastern European countries.

Distribution costs as at 30 September 2013 amounted to Euro 24.2 million, substantially in line with

the same period of 2012.

Administrative costs for the first nine months of 2013 amounted to Euro 12.2 million, with an

increase of Euro 1.9 million compared to 30 September 2012 (+18.5%) due to the non-recurring

costs for law and consulting diligence.

Other operating costs for the first nine months of 2013 amounted to Euro 2.3 million, with a

decrease of Euro 1.1 million compared to the same period of the last year (-32.2%). The decrease

was mainly due to the gain accrued from the sale of the building settled in Baar, owned by Rhiag

Group Ltd, occurred on September 2013.

As at 30 September 2013, net financial income totaled Euro 11.1 million, with a deterioration

compared to Euro 9.9 million as of 30 September 2012. This variation is explained by the analysis

of the main component items set out below.


Bank loan interest expenses decreased by approximately Euro 1.2 million, mainly because of the

loan reduction as a consequence of scheduled repayments. The favorable trend in the Euribor at 1

and 6 months determined lower financial expenses for the Group.

Net exchange losses of Euro 1.8 million as at 30 September 2013 (in the first nine months of 2012

were positive for Euro 0.4 million), are mainly caused by the differences on unrealized effects of

the translation into Euro of some assets and liabilities of financial statements of foreign subsidiaries.

Taxes on income for the period amounted to Euro 12.4 million, which is Euro 0.7 million lower

than in 2012.

As a result of the above, net income for the period amounted to Euro 30.1 million, increasing if

compared to Euro 27.6 million as of the 30 September 2012.

Finally, Adjusted EBITDA, i.e. operating profit before depreciation and amortization, impairment

adjustments to goodwill and other assets and non-recurring operating income/expenses, totaled Euro

62.4 million for the first nine months of 2013, with an increase compared to Euro 57.7 as of 30

September 2012.

Balance Sheet and Financial position The following table shows the reclassified Group consolidated statement of financial position:

(amounts in thousands of Euro)

Trade Working Capital* 178.784 147.873

Other current assets / (liabilities) excluding financial liabilities (32.250) (27.324)

Net working capital ** 146.534 120.549Other current assets / (liabilities) (current portion of prov for risks and advances on acquisitions) (9.685) (7.472)

Total current assets and liabilities 136.849 113.077

Non-current assets (excluding financial assets) 304.256 305.742

Non-current liabilities (excluding financial liabilities) (13.765) (13.741)

Total non-current assets and liabilities (excluding financial items) 290.491 292.001

Net invested capital 427.340 405.078

Shareholders' equity 244.523 217.375

Net financial indebtedness*** 182.817 187.703

Total sources of funding 427.340 405.078

30.09.2013 31.12.2012 restated

* Trade Working Capital is defined as the sum of inventories and trade receivables due within a year less trade payables due within a year. Trade

Working Capital is not an indicator recognized or defined by IAS/IFRS as adopted by the European Union.

** Net working capital is defined as current assets less current liabilities, excluding cash and cash equivalents, bank overdrafts, current portion of

provisions for risks and charges, payments on account on acquisitions and other financial payables due within a year plus financial assets and

liabilities included in other current assets and liabilities. Net Working Capital is not an indicator recognized or defined by IAS/IFRS as adopted

by the European Union.


***Net financial indebtedness is defined as the sum of cash and cash equivalents and other current financial assets less bank overdrafts and other

financial liabilities due within a year and other non-current financial liabilities. The net financial position is not an indicator recognized or defined

by IAS/IFRS as adopted by the European Union. The net financial position is defined as required by the CONSOB Communication of 28 July

2006.

The net financial indebtedness of the Group as at 30 September 2013 compared with the same

values recorded at the end of the previous financial year and as at 30 September 2012 is as follows:

(amounts in thousands of Euro) 30.09.2013 31.12.2012

(A) Cash and cash equivalents 60.434 55.953

(B) Other liquid assets - -

(C) Liquidity (A) + (B) 60.434 55.953

(D) Derivative financial instruments - -

(E) Total current financial assets (C) + (D) 60.434 55.953

(F) Bank borrowing - overdrafts 4.301 690

(G) Bank borrowing - loans 25.387 13.203

(H) Finance lease payables 1.575 1.391

(I) Derivative financial instruments - -

(J) Other financial liabilities 1.300 979

(L) Financial indebtedness - current (F) + (G) + (H) + (I) + (J) 32.563 16.263

(M) Net current financial indebtedness (L) - (E) (27.871) (39.690)

(N) Bank Borrowing - loans 204.783 221.292

(O) Derivative financial instruments - -

(P) Finance lease payables 2.700 2.446

(Q) Other financial liabilities 3.205 3.655

(R) Financial indebtedness - non-current (N) + (O) + (P) + (Q) 210.688 227.393

(S) Net financial indebtedness (M) + (R) 182.817 187.703

Net financial indebtedness as at 30 September 2013 amounted to Euro 182.8 million improving for

Euro 4.9 million in comparison with that as at 31 December 2012.

The cash flows generated in the first nine months of 2013 compared with the same values as of 30

September 2012 are as follows:





30, 2012

Net cash flows generated/(absorbed) by operating activities 16.995 26.787

Acquisitions and contributions - (2.491)

Net investment in property, plant & equipment and intangible assets (7.364) (5.884)

Net cash flows generated/(absorbed) by investing activities (7.364) (8.375)

Share Capital increases - -

Arrangement / (repayment) of current and non-current loans (2.991) (4.817)

Dividends paid (982) (995)

Cash flows generated by financial activities (3.973) (5.812)

Foreign exchange effects (1.177) 1.762

Cash flows generated / (absorbed) by discontinued operating activities - -

Cash flows generated / (absorbed) during the period 4.481 14.362

The decrease of cash flow generated in the first nine months of 2013 compared to the same period

of 2012 is mainly due to lower cash flow generated from operating activities, due to higher

investments in working capital considering the widening of products range and the increased days

of sales outstanding. During the 2013 the Group continued its investments in working capital in

order to support the growth of sales and paid its suppliers in accordance with a plan which allowed

to obtain more economic benefits in terms of discounts.

The following table summarizes the composition of the cash flow generated by operating activities:




30, 2012

Profit before taxation and financial items 53.526 50.591

Amortization/depreciation and (gains)/losses on sale of fixed assets 6.690 6.222

Change in NWC items: (29.403) (16.120)

Interest received /(paid) (6.604) (7.443)

Income taxes (7.213) (6.463)

Cash flows generated / (absorbed) by operating activities 16.995 26.787


Investments

During the first nine months of 2013, the Group incurred capital expenditure of Euro 8.2 million on

tangible and intangible assets, as reported in detail in the following table by operating segments:

Property, plant & equipment

Intangible Assets

Total

Italy 1.700 905 2.605Switzerland 728 41 769Eastern Europe 4.024 810 4.834Total 6.452 1.756 8.208

The Group conducts its business from premises owned by third parties, except for a only one

property in Budapest owned by Lang Kft. In September 2013 the building in Baar owned by Rhiag

Group Ltd was sold.

As at 30 September 2013 the Group logistic network includes 10 central warehouses and 195

branches.

For the companies operating in the markets of Eastern Europe, capex on tangible assets related

mainly to investments in shelving and machinery for the handling of goods in stock and the

purchase of cars, vans and means of transport, carried out in all the companies of the operating

segment, especially as a consequence of the opening of one new branch in Ukraine and in the work

of widening and improvement of the Prague warehouse and offices (CZ Elit Spool subsidiary) in

Czech Republic.

In Italy, investments in tangible assets related mainly to investments in shelving and improvements

made for the opening of the new branch of Turin.

Group’s Employees

The number of employees of the Group at 30 September 2013 increased to 2,965 units, up from

2,812 employees at 31 December 2012. The increase over the previous year is mainly due to the

opening of new branches in Eastern Europe.


Significant events during the first nine months of 2013

In March 2013, Rhiag - Inter Auto Parts Italia S.p.A. submitted a request for the refund of

additional IRES paid in the fiscal years 2007-2011 following changes to the rules on the deduction

if IRAP (Regional Business Tax) for IRES purposes in relation to personnel costs and similar costs

(in terms of Article 2(1-iv) of Decree Law no 2011 of 6 December 2011). The Italian companies

have requested the refund of overpaid taxes totaling Euro 1.2 million.

On March 2013 the 1st, it was received a notice of assessment for the year 2008 referring to the

Processo Verbale di Constatazione ("PVC") which was notified on 1st December 2010 to Rhiag -

Inter Auto Parts Italia S.p.A. at the conclusion of a tax audit, for VAT and direct taxes purposes,

which referred to the tax year 2008 for interest expense deriving from the "Multicurrency term and

revolving facilities agreement" used for the acquisition and refinancing of the Group Rhiag.

Consistently with the information reported in the Management Report of the Consolidated Financial

Statements as at 31 December 2012, the appeal against the notice of assessment for the year 2008

has been prepared and filed timely, considering unfounded the findings contained in both the

notices of assessment. Therefore, it was not considered necessary to make provisions in respect of

that tax audit as it is intended to qualify the risk of a negative outcome of the dispute between the

"remote" and "possible."

In the case of outbreaks of other risks for the future or variations of the qualification of the risk, it

will be evaluated the appropriateness of any provisions after estimating the probability of

verification of contractual and legal risks. The use of such amounts will depend on the moment and

the extent on which the risk had been estimated.

During the month of April 2013, it was launched a mobility procedure for the reorganization and

the pre-retirement, which involved Rhiag - Inter Auto Parts Italia S.p.A. and Bertolotti S.p.A., for a

total maximum of 35 employees redundant.

On June 2013, the sales store settled in Barletta of the subsidiary Centro Ricambi Rhiag S.r.l. has

been closed.

On August 2013, the Company obtained the issuance of injunctive reliefs to Autoscocca Italiana

S.r.l., intermediary entity in the car fleets management business for Arval Service Lease Italia

S.p.A., subsequently the litigation to collect the due receivables. In order to retain the business

relationships with Arval a framework agreement was signed: Rhiag was granted of an entry bonus

of Euro 1.7 million (including VAT) and payment conditions were defined both for Rhiag and

Bertolotti better than the ones in place with Autoscocca Italiana S.r.l.. During the period, provision


for bad debt of Euro 1.8 million was accrued related to the expired receivables to Autoscocca

Italiana S.r.l..

On September 2013, the sales of the building settled in Baar, owned by Rhiag Group Ltd, occurred.

Significant events after the closing date of the period

In September 2013, the Company approved the refinancing of the bank debt of Rhiag - Inter Auto

Parts Italy S.p.A. and its subsidiaries under the loan agreement with ING Bank - Milan branch,

through the issuance of guaranteed non-convertible bond. The bonds would be diverted to trading

on one or more regulated markets or multilateral trading systems in Europe.

In October 2013, the shareholder Lanchester S.A. informed the Company of the stipulation,

effective on 9 October 2013, of a Sale and Purchase Agreement (the SPA) for the entire share

capital of the Company between Rhino Midco 2 Limited (British company owned by funds advised

by Apax Partners LLP) and Lanchester S.A.. The purchaser wanted to define the operation with the

issuance of a bond for the total amount of Euro 415.0 million, which proceeds would be utilized to

finance the acquisition of the share capital of the Company and to make available the financial

resources, through the intercompany loans, to the Company and its subsidiaries Bertolotti S.p.A.

and Auto Kelly a.s. to repay the loan with ING Bank - Milan branch. Thus, the Company decided to

interrupt the negotiations related the issuance of the bond, discussed during the Board of Directors

Meetings of 21 June 2013 and of 29 July 2013 and approved during the Board of Directors Meeting

of 26 September 2013, considering that the collected financial resources would be reimbursed after

few weeks with issuance costs and early repayment penalties greater than those due in the event of

earlier termination than the issuance.

On 16 December 2013, the company Rhino Bidco S.p.A., indirectly controlled by Rhino 2 Midco

Limited, has followed the agreement signed October 9, 2013 and took the control of the entire share

capital of the Company.

As effect of the change of control, in the same day the Company repaid the entire long-term loan to

ING Bank - Milan branch, also through subsidiaries Bertolotti S.p.A. and Auto Kelly a.s.. The

transaction, together with the available financial resources within the Group, was financed through

additional financial provision received from Rhino Bondco S.p.A. (the direct parent company of

Rhino Bidco S.p.A.) through intercompany loans granted to Rhiag - Inter Auto Parts Italy S.p.A.,

Bertolotti S.p.A. and Auto Kelly a.s. for a total amount of Euro 191.8 million.


For this reason, on 5 November 2013 Rhino Bondco S.p.A. issued a bond for the total amount of

Euro 415.0 million: the collection was utilized to finance the acquisition of the share capital of the

Company and to make available the financial resources, through the intercompany loans, to the

Company and its subsidiaries Bertolotti S.p.A. and Auto Kelly a.s. to repaid the loan with ING

Bank - Milan branch.

In December 2013, the company Elit Poland spolka set up with a registered capital of 5,000 PLN .

Operating performance and business outlook

The Group's business is focused on the commercialization of spare parts for cars and commercial

vehicles in the Italian, Swiss and Eastern European markets.

The Group aims to increase its market share by leveraging the strong skills developed over the

years, that many competitors, especially those smaller in size, have not been able to develop in a

similar way. In fact, the latter often cannot rely on the infrastructure, expertise and critical mass

needed to effectively tackle the growing complexity of the independent aftermarket.

In the third quarter of 2013, the Italian macroeconomic environment has not changed and will not

provide significant improvement of the situation in the coming months. In this context Rhiag - Inter

Auto Parts Italia S.p.A. will continue in a generalized policy of cost saving, remaining focused on

growing its business aimed at increasing market share.

The companies operating in Eastern Europe have achieved more positive results than expected in

the first months of the year.

As for the Swiss market, it continues the expansion of the product offering, the strengthen of the

logistic network and the supply chain function.

Pero (MI), 30 December 2013


INTERIM CONSOLIDATED FINANCIAL STATEMENTS EXPLANATORY NOTES AT 30 SEPTEMBER 2013

Rhiag – Inter Auto Parts Italia S.p.A. - “Interim Consolidated Financial Statements at 30.09.2013” Pag.15


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30.09.2013 31.12.2012(amounts in thousands of Euro) Note restated

ASSETSNon-current assetsProperty, plant & equipment 1 26.540 26.625Intangible assets 2 3.087 3.044Goodwill 3 268.898 270.548Investments 4 10 10Receivables and other financial assets 5 1.291 1.108Deferred tax assets 6 4.430 4.407

304.256 305.742Current assetsInventory 7 138.842 127.750Trade receivables 8 148.923 126.532Other current receivables 9 22.398 15.940Tax receivables/credits 10 416 491Cash and cash equivalents 11 60.434 55.953

371.013 326.666Non current assets held for sale 1 - Total Assets 675.269 632.408

Shareholders' equityShare capital 12 25.510 25.510Other reserves 12 115.851 115.851Translation reserves 12 6.079 8.263Retained earnings / (Accumulated losses) 12 66.839 25.443Profit / (Losses) for the year 12 30.097 42.160

244.376 217.227Retained / (Losses) of minority interests 12 147 148Total shareholders' equity 244.523 217.375

LIABILITIESNon-current liabilitiesBank borrowings 13 204.783 221.292Other non-current liabilities - - Other financial liabilities 14 5.905 6.101Deferred tax liabilities 6 669 689Provisions relating to personnel and agents 15 13.096 13.052

224.453 241.134Current LiabilitiesTrade payables 16 108.981 106.409Other current liabilities 17 48.024 42.327Tax payables 18 7.040 1.428Bank borrowings 19 29.688 13.893Other financial liabilities 20 2.875 2.370Provisions for risks and charges 21 9.685 7.472

206.293 173.899Liabilities related to non current assets held for sale - - Total liabilities 430.746 415.033

Total liabilities & shareholders' equity 675.269 632.408



CONSOLIDATED INCOME STATEMENT

Nine months ended September 30, 2013


Three months ended September 30, 2013


(amounts in thousands of Euro) Note

Gross sales 23 543.263 495.520 187.575 162.197Direct selling costs 23 (27.866) (25.720) (9.406) (8.733)Net sales 515.397 469.800 178.169 153.464

Cost of goods sold 24 (416.355) (375.909) (143.395) (124.079)Gross profit 99.042 93.891 34.774 29.385

Distribution costs 25 (24.236) (23.396) (7.747) (7.085)Administrative costs 26 (13.763) (11.566) (4.743) (3.990)Other operating costs 27 (7.519) (8.382) (1.416) (2.838)Impairment of goodwill and other assets 28 - - - - Operating profit 53.524 50.547 20.868 15.472

Financial income / (expense) 29 (11.052) (9.924) (3.308) (3.043)Profit before taxation 42.472 40.623 17.560 12.429

Taxes on income 30 (12.375) (13.049) (4.551) (3.712)Net profit for year from continuing operations 30.097 27.574 13.009 8.717Net result from discontinued operations - - - - Net profit for year 30.097 27.574 13.009 8.717

Basic earnings/(loss) per share 0,29 0,27 0,13 0,09Diluted earnings/(loss) per share 0,29 0,27 0,13 0,09 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME





Net profit for the year (A) 30.097 27.574 13.009 8.717Items that will not be reclassified subsequently to profit and lossGains / (Losses) from translation of financial statements of foreign entities (2.184) 1.760 951 783Actuarial gains / (losses) (IAS 19) (244) (100) (12) 33Tax effect on actuarial gains / (losses) (IAS 19) 3 20 2 (3)Total (2.425) 1.680 941 813Items that may be reclassified subsequently to profit and loss - - - - Total other gains / (losses) net of tax effect (B) (2.425) 1.680 941 813

Total net comprehensive income (A+B) 27.672 29.254 13.950 9.530



CONSOLIDATED STATEMENT OF CASH FLOWS (amounts in thousands of Euro)





Profit before taxation 42.472 40.623 17.560 12.429Net result from discontinued operationsNet profit before taxation 42.472 40.623 17.560 12.429

Changes:Depreciation of property, plant & equipment 5.266 5.059 1.895 1.789Amortization of intangible assets 1.549 1.259 608 484(Gains) / Losses from sale of property, plant & equipment (125) (96) (38) (17)(Financial income) (190) (115) (62) (48)Financial expenses 9.405 10.496 3.342 3.193Realized and unrealized exchange (gains) / losses 1.838 (413) 30 (102)

Changes in Net Working Capital items:Trade receivables (22.391) (9.160) (895) 6.586Other current receivables (6.641) (1.714) (4.302) (2.149)Trade receivables from minority owned companies - - - (144)Inventory (11.092) (8.313) (5.752) (8.990)Trade payables 2.572 8.035 (12.607) (4.521)Other current liabilities 6.137 (5.112) 4.639 (518)Provisions for risks and charges 2.213 (21) (25) (735)Provisions relating to personnel and agents (201) 165 (100) 12Cash flows generated by operating activities 30.812 40.693 4.293 7.269

Interest received 190 115 62 48Interest (paid) (6.794) (7.558) (2.470) (2.480)Income taxes (paid) (7.213) (6.463) (2.883) (2.893)Net cash flows generated by operating activities 16.995 26.787 (998) 1.944

Capex on property, plant & equipment (6.453) (4.849) (2.726) (2.373)Capex on intangible assets (1.757) (1.474) (757) (604)Sale of property, plant & equipment 846 439 592 122Net cash flows generated by investing activities (7.364) (8.375) (2.891) (5.346)

Loans received / (repaid) - current (6.602) (6.602) - - Bank overdrafts arranged / (repaid) 3.611 1.785 2.012 104Dividends paid (982) (995) (153) (158)Cash flows generated by financing activities (3.973) (5.812) 1.859 (54)

Exchange rate effect (1.177) 1.762 115 1.258

Total cash flows generated / (absorbed) by continuing activities 4.481 14.362 (1.915) (2.198)

Change in cash and cash equivalents

Opening cash and cash equivalents from continuing activities 55.953 34.417 62.349 50.977Opening cash and cash equivalents from discontinued operations - - - -

Total opening cash and cash equivalents 11 55.953 34.417 62.349 50.977

Total cash flows generated / (absorbed) by continuing activities 4.481 14.362 (1.915) (2.198)Total cash flows generated / (absorbed) by discontinued activities - - - -

Closing cash and cash equivalents from continuing activities 60.434 48.779 60.434 48.779Closing cash and cash equivalents from discontinued activities - - - -

Total closing cash and cash equivalents 11 60.434 48.779 60.434 48.779



STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (amounts in thousands of Euro)

As at 1 January 2012 restated 25.510 104.803 4.846 32.522 - 6.555 149 174.385Share capital increases - - - - - - (1) (1)Allocation/distribution of profit of the year - - 31.998 (32.522) - - - (524)Net profit for the year - - (80) 27.574 - 1.760 - 29.254Other changes - 11.048 (11.063) - - - - (15)Distribution of prior year earnings - - - - - - - - As at III Quarter 2012 25.510 115.851 25.701 27.574 - 8.315 148 203.099

As at 31 December 2012 restated 25.510 115.851 25.443 42.160 - 8.263 148 217.375Share capital increases - - - - - - (1) (1)Allocation/distribution of profit of the year - - 41.637 (42.160) - - - (523)Net profit for the year - - (241) 30.097 - (2.184) - 27.672Other changes - - - - - - - - Distribution of prior year earnings - - - - - - - - As at III Quarter 2013 25.510 115.851 66.839 30.097 - 6.079 147 244.523

Minority interests

TotalShare CapitalOther

Capital Reserves

Retained Earnings

Profit for yearCash flows

hedge reserve

Translations reserves



RHIAG - INTER AUTO PARTS ITALIA S.p.A. Registered office in Bergamo, Via Tiraboschi 48 Share Capital Euro 25,510,000

CONSOLIDATED FINANCIAL STATEMENTS AS AT 30.09.2013 EXPLANATORY NOTES

STANDARDS USED TO PREPARE THE FINANCIAL STATEMENTS The consolidated interim financial statements for the period ended 30 September 2013 were prepared in compliance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (IASB) which have been endorsed by the European Union. IFRS also include all revised International Accounting Standards (“IAS”) and all the interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”), previously the Standing Interpretations Committee (“SIC”). The consolidated interim financial statements for the period ended 30 September 2013, prepared according to the International Accounting Standard 34 – Interim Financial Reporting, are based on the same accounting principles used for the preparation of the consolidated financial statements for the period ended 31 December 2012, except for what is described in paragraph Accounting Standards, amendments and interpretations in effect from 1 January 2013. The preparation of the consolidated interim financial reporting requires management to use estimates and assumptions which might affect the values of revenues, costs, assets and liabilities of the consolidated financial statements and the disclosure over contingent assets and liabilities reported in the consolidated interim financial statements. Whether in the future those estimates and assumptions, based on the best evaluation provided by the management, might differ from the effective results, the effects of each change to them is reflected in the consolidated income statement for the period in which the change occurs. It should be noted that certain estimative processes, in particular those regarding the determination of the possible loss of value of the non-current assets, are generally performed only for the purposes of the annual financial statements, when all the necessary information is available, except the cases when impairment indicators which require an immediate valuation of possible loss of value exist. Similarly, the provisions for employee benefits and agents indemnity, determined on the basis of actuarial assumptions, are prepared for the purposes of the annual financial statements. Income taxes are determined on the basis of the best estimation of the tax rates that are expected to be applicable in the year.



STRUCTURE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND BASIS OF PREPARATION The present consolidated interim financial statements consist of the consolidated statement of financial position, the consolidated income statement for the period, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the statement of changes in consolidated shareholders’ equity. The consolidated statement of financial position is prepared with current and non-current assets and liabilities shown separately. The consolidated income statement is exposed by function (otherwise known as “the cost of goods sold” method), as this method is considered to be more representative than the “nature of expense” method. The chosen form reflects internal reporting and how the business is managed, and is in line with international practice in the automobile and automotive sector. The consolidated statement of comprehensive income includes all the changes in the consolidated shareholders’ equity that took place during the period, as a result of transactions other than those with the shareholders. The Group has elected to represent such changes in a statement separate from the income statement. The changes to consolidated shareholders’ equity are presented before the related tax effects showing in a single item the comprehensive amount of income tax relating to those changes. The consolidated statement of cash flows was prepared using the indirect method. The consolidated statement of changes to consolidated shareholders’ equity shows separately the results for the period and any other changes that did not pass through the income statement but were allocated directly to shareholders’ equity based on specific IAS/IFRS standards and transactions with shareholders. The consolidated interim financial statements as of 30 September 2013 compare the consolidated statement of comprehensive income with the same data of 2012. As for the consolidated statement of financial position it is compared to the same as of the 31 December 2012. All amounts shown in the consolidated financial statements are stated in thousands of Euro, otherwise specified. Accounting standards, amendments and interpretations effective from 1 January 2013 but not relevant to the Croup The following amendments, improvements and interpretations in effect from 1 January 2013 regulate matters and circumstances that did not apply within the Group at the date of these interim consolidated financial statements but which could have accounting effects on future transactions or agreements:

On 12 May 2011, the IASB issued IFRS 13 - Fair value measurement which clarifies how fair value must be determined for financial reporting purposes and applies to all circumstances where



IFRS require or permit fair value measurement or the presentation of information based on fair value, with some limited exceptions. The standard also requires more extensive disclosures about fair value measurement (fair value hierarchy) than currently required by IFRS 7. The standard is applicable prospectively from 1 January 2013.

On 16 December 2011, the IASB issued several amendments to IFRS 7 - Financial instruments: disclosures. The amendments require further information on the effects or potential effects of the offsetting of financial assets and liabilities on the statement of financial position of an entity. The amendments are applicable to periods commencing on or after 1 January 2013. Information must be provided retrospectively.

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine was published in October 2011 and applies to waste removal costs incurred in surface mining activities in the production phase of the mine.

On 17 May 2012, the IASB published the document Annual Improvements to IFRSs: 2009-2011 Cycle which includes IFRS amendments resulting from the annual improvement process and concentrating on those amendments considered necessary but not urgent. Details of those amendments that will lead to a change in the presentation, recognition and measurement of items reported are described below while those that will merely lead to changes of terminology or editorial differences with a minimal effect in accounting terms have been omitted, as have those that affect standards or interpretations not applicable by the Group:

o IAS 1 Presentation of financial statements - Comparative information: clarifies that in cases where additional comparative information is provided, it shall be presented in accordance with IAS/IFRS. Also clarifies that when an entity changes its accounting policies or makes retrospective restatements or reclassifications, it shall also present an opening statement of financial position at the start of the comparative period ("third balance sheet") while the notes to the financial statements need not include comparative disclosures for this "third balance sheet", except for the items affected.

o IAS 16 Property, plant and equipment - Classification of servicing equipment: clarifies that servicing equipment shall be classified as Property, plant and equipment if used for more than one reporting period and as Inventory.

o IAS 32 Financial instruments: presentation - income taxes on distributions to equity holders and on transaction costs on equity instruments: clarifies that income taxes in such cases shall follow the rules laid down by IAS 12.

o IAS 34 Interim financial reporting - Total assets and liabilities for a reportable segment: clarifies that total assets and liabilities for a particular reportable segment need only be disclosed if such information is regularly provided to the chief operating decision maker of the entity and there has been a material change in the total assets and liabilities of that reportable segment compared to the amount disclosed in the last annual financial statements.

On 19 March 2011, the IASB published an amendment to IFRS 1 First-time adoption of International Financial Reporting Standards - Government Loans which amends the treatment of government loans when adopting IFRS.



Accounting standards, amendments and interpretations effective from 1 January 2013 relevant to the Group The following paragraph have been applied for the first time by the Group from the 1 st January 2013: On 16 June 2011, the IASB issued an amendment to IAS 1 - Presentation of financial statements

which requires entities to group together all items presented as Other comprehensive income/(losses) based on whether or not they can subsequently be reclassified to the income statement. The relative tax effect has to be allocated in the same way.

On 16 June 2011, the IASB issued an amendment to IAS 19 - Employee benefits which eliminates the option to defer recognition of actuarial gains and losses under the corridor method, requiring that all actuarial gains and losses must be recorded immediately in Other Comprehensive Income so that the entire net amount of provisions for employee benefits (net of available plan assets) is shown in the consolidated statement of financial position. The amendments also require that changes from one year to the next in the provision for employee benefits and plan assets must be divided into three components: costs relating to employee service during the period must be recorded in the income statement as "service costs"; net financial expenses calculated applying the appropriate discount rate to the net amount of the provision for defined benefits less assets at the start of the period must be recorded in the income statement as such; and actuarial gains and losses arising from the remeasurement of assets and liabilities must be recorded in Other Comprehensive Income. Moreover, the return on plan assets included in net financial expenses as above must be calculated based on the discount rate of the liabilities and no longer based on the expected return. Finally, the amendment introduces additional new disclosures that must be provided in the notes to the financial statements. The amendment is applicable retrospectively from the period commencing on or after 1 January 2013.

The Group has applied the IAS 19 (revised 2011) for the first time in 2013. Moreover, it needs to be noted that that accounting standard has been firstly applied by the Swiss subsidiary Rhiag Group Ltd in 2013 because the effects of this application were not relevant for the Group. As a consequence of this application (IAS 19 by Rhiag Group Ltd and the IAS 19 revised by the other Group’s companies), the Group has restated the comparative amounts as of January 1, 2012 and as of December 31, 2012 as described in the tables below:

1 January 2012

IAS 19 adoption restatement effects 01.01.2012 restatement effects 01.01.2012(amounts in thousands of Euro) restated

Deferred tax assets 3.287 412 3.699Net effect on Assets 412Provisions relating to personnel and agents 10.389 2.423 12.812

Net effect on Liabilities 2.423Retained earnings / (Accumulated losses) 6.857 (2.011) 4.846Net effect on Equity (2.011)



Accounting standards, amendments and interpretations which are not yet applicable and have not been adopted in advance by the Group On 12 May 2011, the IASB issued IFRS 10 - Consolidated Financial Statements which will

replace SIC-12 Consolidation - Special purpose entities and parts of IAS 27 - Consolidated and separate financial statements which will be renamed Separate financial statements and will regulate the accounting treatment of investments in Separate financial statements. The main changes introduced by the new standard are as follows:

o Under IFRS 10, there is a sole basic principle for the consolidation of all types of entity and that principle is based on control. This change removes the perceived inconsistency between the former IAS 27 (based on control) and SIC 12 (based on the transfer of risks and benefits);

o An improved definition of control has been introduced, as based on three factors: (a) power over the entity acquired; (b) exposure, or rights, to variable returns from involvement with the entity acquired; (c) ability to use power to influence the amount of such returns;

o IFRS 10 requires an investor, when determining if it has control over the entity acquired, to focus on activities that significantly influence returns from the investee entity;

o IFRS 10 states that when the existence of control is being evaluated, only substantive rights shall be considered i.e. those rights that are exercisable in practice when decisions relevant to the entity acquired must be taken;

o IFRS 10 provides guidelines for use in determining whether control exists in complex situations such as de facto control, potential voting rights, situations where it must be established if the party with decision making power is acting as agent or principal, etc.

In general terms, application of IFRS 10 requires a significant amount of judgment to be used in relation to a number of issues.

The Standard is applicable retrospectively from 1 January 2014. The Group has not yet performed an analysis of the impact of this new Standard on its scope of consolidation.

On 12 May 2011, the IASB issued IFRS 11 - Joint arrangements, which will replace IAS 31 - Interests in Joint Ventures and SIC-13 -Jointly controlled entities - Non-monetary contributions by ventures. Without affecting the criteria for determining whether joint control exists, the new standard provides criteria for use in identifying joint arrangements based on rights and obligations

31 December 2012

IAS 19 adoption restatement effects 31.12.2012 restatement effects 31.12.2012(amounts in thousands of Euro) restated

Deferred tax assets 3.924 483 4.407Net effect on Assets 483

Provisions relating to personnel and agents 10.210 2.842 13.052Net effect on Liabilities 2.842Retained earnings / (Accumulated losses) 27.802 (2.359) 25.443Net effect on Equity (2.359)



arising from such arrangements rather than on their legal form. It also establishes the equity method as the sole method for use in accounting for interests in jointly controlled entities in consolidated financial statements. Under IFRS11, the existence of a separate vehicle entity is not a sufficient condition for a joint arrangement to be classified as a joint venture. The new standard is applicable retrospectively from 1 January 2014. Since the issue of IFRS 11, IAS 28 - Investments in associates has been amended to include interests in jointly controlled entities in its scope of application from the effective date of the standard. The Group has not yet performed an analysis of the effects of applying this new standard.

On 12 May 2011, the IASB issued IFRS 12 - Disclosure of interests in other entities which is a new and complete standard on disclosures required in consolidated financial statements on all types of interest, including those in subsidiaries, joint arrangements, associates and unconsolidated special purpose entities and other vehicle entities. The standard is applicable retrospectively from 1 January 2014.

On 28 June 2012, the IASB published the document Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12). First of all, the document aims to clarify the Board's intentions with regard to the transition rules for IFRS 10 Consolidated financial reporting. The document clarifies that, for entities whose reporting period coincides with the calendar year and first time application of IFRS 10 to the financial statements for the year ended 31 December 2013, the date of initial application shall be 1 January 2013. If the conclusions reached with regard to the scope of consolidation are the same under IAS 27 and SIC 12 and under IFRS 10 at the date of initial application, the entity shall have no obligations. Likewise, no obligation shall arise if the investment was sold during the comparative period (and was, therefore, no longer present at the date of initial application). The document aims to clarify how an investor must retrospectively restate the comparative period(s) if the conclusions regarding the scope of consolidation are not the same under IAS 27 /SIC 12 and IFRS 10 at the date of initial application. In particular, when a retrospective restatement as defined above is no longer practicable, an acquisition/disposal shall be recorded at the start of the comparative period presented with the resulting adjustment recorded under retained earnings.

On 16 December 2011, the IASB issued several amendments to IAS 32 – Financial instruments: presentation to clarify the application of certain criteria for the offsetting of financial assets and liabilities included in IAS 32, effectively making it more difficult. The amendments are applicable retrospectively for periods commencing on or after 1 January 2014.

Accounting standards, amendments and interpretations of IFRS not yet approved by the European Union At the reporting date, the relevant European Union bodies had not yet completed the approval process required for application of the following accounting standards and amendments: On 12 November 2009, the IASB published IFRS 9 - Financial instruments: the standard was

later amended on 28 October 2010. The standard is applicable retrospectively from 1 January 2015 and represents the first part of a step-by-step process that aims to replace IAS 39 entirely and introduce new criteria for the classification and measurement of financial assets and liabilities. For financial assets, the new standard uses an approach based on the methods of managing financial instruments and on the characteristics of the contractual cash flows of financial assets to determine the valuation method, replacing the different rules provided for by IAS 39. Meanwhile, for financial liabilities, the main change regards the accounting treatment of



changes in the fair value of a financial liability designated as a financial liability at fair value through profit and loss if they are due to changes in the creditworthiness of the liability itself.. Under the new standard such changes must be recorded in the Statement of Comprehensive Income and will no longer pass through the Income Statement. Steps two and three of the process regarding financial instruments, relating to impairment of financial assets and hedge accounting, respectively, are still in progress. The IASB is also evaluating some limited improvements to IFRS 9 with regard to the Classification and measurement of financial assets.

On 31 October 2012, the Board issued amendments to IFRS 10, IFRS 12 and IAS 27 "Investment Entities" which introduce an exception to the consolidation of entities controlled by investment entities, except for cases where the subsidiaries provide services that relate to the investment activities of such entities. When applying these amendments, an investment entity must measure its investments in subsidiaries at fair value through profit and loss. In order to be classified as an investment entity, an entity must:

o obtain funds from one or more investors for the purpose of providing them with professional investment management services;

o commit to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and

o measure and evaluate the performance of substantially all of its investments on a fair value basis.

These amendments apply to financial statements commencing on or after 1 January 2014 and early application is permitted.

On 20 May 2013, the Board issued amendments to IFRIC 21 – Levies, which defines the accounting treatment of the taxes paid to the Authorities (on the basis of specific jurisdiction’s law) without receiving any services back (i.e. specific good or service). The event that generates the obligation for the entity is generally specified in the law that introduces the event. A liability should be recognized at the realization of the event that generates the obligation, even if the tax/fee is calculated on a past performance (i.e. revenues of the previous year), the manifestation of past performance is a necessary condition, but not sufficient for the recording of a liability. The interpretation is applicable retrospectively for periods commencing from 1 January 2014.

On 29 May 2013, the Board has published the amendment on the IAS 36 – Recoverable Amount Disclosures for Non-Financial Assets, which limits the compel to point out in the disclosures the recoverable amount for non-financial assets or of the cash generating units (CGU); on the point, it should be noted that the IFRS 13 “Fair Value Measurement” had modified the IAS 36, introducing the request to represent in the disclosures the recoverable amount of each (or each group of) cash generating unit which is credited of a relevant part of the net book value of goodwill or intangible assets with an undefined useful life. Moreover, that amendment explicitly requires to provide information about the discount rate used to determinate the impairment loss (or reversal) when the recoverable amount (calculated as fair value less cost to sell) is estimated with the present value’s method.



SCOPE AND PRINCIPLES OF CONSOLIDATION In the first three quarters of 2013 the scope of consolidation has been modified compared to the consolidated financial statements of the 31 December 2012 as follows:

- on March 2013: establishment of a related party in Bulgary, Auto Kelly Bulgaria Eood, fully owned by Auto Kelly AS with a share capital of Euro 5 thousand.

The main exchange rates used to convert the foreign companies’ financial statements are detailed below:

30/09/2013 31/12/2012 9m 2013 9m 2012Swiss Franc - Switzerland 0,817 0,828 0,812 0,830Czech Koruna - Czech Republic 0,039 0,040 0,039 0,040Hungarian Forint - Hungary 0,003 0,003 0,003 0,003Zloty – Poland 0,237 0,245 0,238 0,238Leu – Romania 0,224 0,225 0,227 0,226Hryvnia - Ukraine 0,090 0,094 0,093 0,097

Spot rate Average rate



COMMENTS TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1. PROPERTY, PLANT AND EQUIPMENT Movements on property, plant and equipment are shown in the following table:

Land & buildings L/hold improvements lant and equipmen Other assets TotalNBV as at 31/12/2012 4.146 1.575 17.432 3.472 26.625Exchange differences (88) (12) (188) (54) (342)Additions 26 583 4.006 1.837 6.452Other decreases - (223) (8) - (231)Disposals (528) - (131) (39) (698)Depreciation (25) (498) (3.058) (1.685) (5.266)NBV as at 30/09/2013 3.531 1.425 18.053 3.531 26.540 “Other decreases” mainly refer for Euro 463 thousand (Land & buildings) to the net value of the building in Baar owned by Rhiag Group Ltd, sold in September 2013. Other decreases (L/hold improvements and Plant & equipment) relates to the closing of Barletta sales store of Centro Ricambi Rhiag. “Purchases” of property, plant and equipment by geographical area are shown below:

Italy Switzerland Eastern Europe Total2013Land & buildings 0 0 26 26L/hold improvements 462 0 122 584Plant and equipment 1.172 538 2.294 4.004Other assets 66 190 1.582 1.838Total 1.700 728 4.024 6.452 Additions to “plant and equipment” mainly refer to purchases of shelving, machinery for the handling of goods, vans and lifting equipment in the entities of Eastern Europe following the opening of the new branches, the work carried out on the central warehouse in Prague and the opening of the new branch in Turin (Italy). 2. INTANGIBLE ASSETS Movements on intangible assets are shown in the following table:

Other

NBV as at 31/12/2012 3.044

Exchange differences (37)

Additions 1.756

Other decreases (105)

Disposals (23)

Amortization (1.548)

NBV as at 30/09/2013 3.087



“Purchases” by geographical area are shown below:

Italy Switzerland Eastern Europe Total2013Intangible assets 905 41 810 1.756

“Additions” of the period mainly refer to the purchase of new software. “Other decreases” refers to the devaluations booked as a consequence of the closing of Barletta sales store of Centro Ricambi Rhiag. 3. GOODWILL Movements on goodwill are shown in the following table:

GoodwillAmount as at 31/12./2012 270.548Exchange differences (1.650)Increases - Decreases - Impairment adjustment - NBV as at 30/09/2013 268.898 Goodwill has been allocated to seven cash generating units (CGUs), identified as the companies and sub-groups of companies acquired. They reflect the CGUs monitored at management reporting level by Group management. The CGUs identified are as follows:

- Rhiag CGU: Rhiag – Inter Auto Parts Italia S.p.A. - Bertolotti CGU: Bertolotti S.p.A. - Rhiag Engineering CGU: Rhiag Engineering S.p.A. - Switzerland CGU: Rhiag Group Ltd, wholly owned subsidiary of Rhiag – Inter Auto Parts

Italia S.p.A. - Elit CGU: comprises companies operating in Eastern Europe - Elit Czech Republic (ECZ),

Elit Slovakia (ESK), Elit Ukraine (EUA), Elit Romania (ERO). The shares in these subsidiaries are held by a Swiss holding company - Elit Group Ltd (100% - owned by Rhiag – Inter Auto Parts Italia S.p.A.)

- Hungary CGU: Lang Kft - Auto Kelly CGU: comprises Auto Kelly AS and Auto Kelly Slovakia s.r.o.

At the date of preparation of this interim report no impairment loss indicators have been identified. 4. INVESTMENTS There have been no changes since the financial statements as of 31.12.2012. 5. RECEIVABLES AND OTHER FINANCIAL ASSETS



30.09.2013 31.12.2012

Guarantee deposits 731 752Other 560 356Receivables and other financial assets 1.291 1.108 Guarantee deposits relate to amounts paid by the Italian companies to guarantee rental payments for leased company premises as well as for the related utilities. Other receivables refer to third-parties receivables due after more than 12 months, mainly recorded in the Czech Republic, Slovakia and Switzerland. 6. DEFERRED TAXES

Deferred tax assets and liabilities detail is shown below: 30.09.2013 31.12.2012

restatedDeferred tax assets 4.430 4.407Deferred tax liabilities (669) (689)Total deferred taxes, net 3.761 3.718 7. INVENTORIES

30.09.2013 31.12.2012Goods for sale (spare parts) 141.816 130.093Promotional materials 2.114 2.383Other material 398 340Inventory obsolescence provision (5.486) (5.066)Inventory 138.842 127.750 “Goods for sale” includes engine spare parts, chassis, bodywork, electrical and electronic components of automobiles and industrial vehicles. These items are accrued at the “weighted average cost” valuation. “Promotional materials” includes goods other than goods for sale which are used for sales operations and campaigns. “Other materials” mainly consists of advertising materials, printed catalogues and heating fuel. The amounts shown are stated net of the inventory obsolescence provision. Inventories were written down by analyzing the potential future sales of each product for sale, taking into account sales over the last twelve months. The increase in goods for sale of the period is due to a generalized growth in all operative segments in which the Group operates, in order to rise the availability of products in support of the raise in sales.



8. TRADE RECEIVABLES Trade receivables as at 30 September 2013 are analyzed as follows:

30.09.2013 31.12.2012Gross trade receivables - third party 165.113 140.725Trade receivables - associated companies - - Bad debt provision - third party (16.190) (14.193)Net trade receivables - third party 148.923 126.532 The increase in trade receivables from third parties is mainly due to the increase in the sales and to the slight deterioration in the collection days amounting to 67 days at 30 September 2013 (on 31 December 2012 the average collection days were equal to 61 days). Trade receivables are analyzed by geographical area as follows:

Italy Switzerland Eastern Europe Intersegment adjustments

Total

Gross trade receivables - third party 132.117 8.767 24.229 - 165.113Bad debt provision - third party (12.091) (1.011) (3.088) - (16.190)Net trade receivables 120.026 7.756 21.141 - 148.923


Total

Gross trade receivables - third party 114.808 7.804 18.113 - 140.725Bad debt provision - third party (10.009) (947) (3.237) - (14.193)Net trade receivables 104.800 6.857 14.876 - 126.532

30.09.2013

31.12.2012

The bad debt provision was calculated according to Group criteria, based on a detailed analysis of overdue receivables. A provision of about Euro 1.5 million thousand was posted during the first nine months of 2013. Movements on the bad debt provision are shown in the following table:

31.12.2012 Increases Other movements Utilization 30.09.2013

Bad debt provision (14.193) (1.465) - (532) (16.190)Total (14.193) (1.465) - (532) (16.190) 9. OTHER CURRENT RECEIVABLES This item includes the following amounts as at 30 September 2013:



30.09.2013 31.12.2012Advances and bonuses from suppliers 10.439 6.619

Advances to customers (for investment in tangible assets) 2.602 1.529

Charges on pool bank loan 157 157

VAT receivable, VAT refund requested and IRAP Italy 314 1.644

Receivables from personnel & agents 276 212

Prepaid rental expenses 322 389

Prepaid insurance costs 422 339

WIR-Switzerland circuit receivables 575 565

Sundry 7.291 4.486

Other current receivables 22.398 15.940 10. TAX RECEIVABLES

30.09.2013 31.12.2012Italy 204 329Switzerland - - Eastern Europe 212 162Tax receivables 416 491 This caption includes current tax receivables to be recovered or for which a refund request was made in previous years. 11. CASH AND CASH EQUIVALENTS As at 30 September 2013, the Group’s cash and cash equivalents by geographical area were as follows:

30.09.2013 31.12.2012Italy 33.640 29.640Switzerland 13.369 10.810Eastern Europe 13.425 15.503Cash and cash equivalents 60.434 55.953 Cash and cash equivalents are not subject to restrictions on use. 12. SHAREHOLDERS’ EQUITY Consolidated Shareholders’ Equity as at 30 September 2013 amounts to Euro 244,523 thousand against a Consolidated Shareholders’ Equity restated of Euro 217,375 thousand as at 31 December 2012 (including Euro 147 thousand and Euro 148 thousand, respectively, attributable to minority interests). The changes in Shareholders’ Equity are shown in the “Statement of Changes in Consolidated Shareholders’ Equity”. The Ordinary Shareholders’ Meeting of the Parent Company Rhiag - Inter Auto Parts Italia S.p.A. on 24 April 2013 approved the allocation of the net profit for the year 2012 (Euro 22,616,270) as follows: Euro 522,500 to be distributed as a dividend to parent company Lanchester S.A. and Euro 22,093,770 to Retained Earnings as the Legal Reserve has reached the limits provided for by Article 2430 of the Italian Civil Code.



Share capital As at 30 September 2013, the share capital was wholly paid and amounted to Euro 25,510 thousand, as follows: Number of ordinary shares: 102,040,000 Nominal value per share: Euro 0.25 Type of shares: ordinary, no preference shares At 30 September 2013, the above shares were entirely held by Lanchester S.A., the Luxembourg-based company that provides management and coordination. Other capital reserves Other capital reserves include the share premium reserve and the legal reserve. During the period, there were no changes in the composition of Other capital reserves, as shown in the following table:

Share Premium Legal Other

Reserve Reserve Reserves

As at 31 December 2012 110.749 5.102 115.851

Increases 0 0 0

Decreases 0 0 0

Other movements 0 0 0

Distribution of prior year earnings 0 0 0

As at 30 September 2013 110.749 5.102 115.851 Translation reserve The item includes translation differences relating to the financial statements of subsidiaries whose functional currency is not the Euro. The change for the period mainly regards the translation reserve for the goodwill allocated to the Elit CGU and the Switzerland CGU. Minority interests This item includes the amount of Shareholders’ Equity held by third parties in Consorzio Insiamo Scarl i.e. 76.48%. Parent company Rhiag - Inter Auto Parts Italia S.p.A. owns the remaining 23.52% and exercises de facto control as a result of the right of appointment of a majority of the members of the Board of Directors granted to it by the articles of association of Consorzio Insiamo Scarl. 13. BANK BORROWINGS – NON-CURRENT This caption is composed as follows:



30.09.2013 31.12.2012ING Bank Loan 194.387 213.173

Final Maturity fee ING Bank 12.816 11.328

ING Bank loan arrangement costs (2.420) (3.209)

Bank borrowings - non-current 204.783 221.292

Borrowing ING Bank - -

ING Bank loan - due within a year 25.387 13.203 “ING Bank Loan”, amounting to Euro 194,387 thousand, includes amounts repayable after more than 12 months under the Multicurrency Term and Revolving Facilities Agreement (Loan Agreement) stipulated in 2007 as a consequence of the Lanchester S.A. acquisition of Rhiag Group. The portion of this loan repayable in the next 12 months - Euro 25,387 thousand - is included in current liabilities, under item “Bank borrowing”. “Final maturity fee” refers to fees payable at the maturity date of the ING loan, or on a pro rata basis in case of advance repayment, and attributed to each year in accordance with the terms of the loan agreement. The following table shows the changes of the loan for the companies of the Group during the period under review:

Rhiag S.p.A. Bertolotti S.p.A. Auto Kelly as Rhiag S.p.A. Bertolotti S.p.A. Auto Kelly as Rhiag S.p.A. Bertolotti S.p.A. Auto Kelly as

A 25.610 - 6.379 (5.285) - (1.317) 20.325 - 5.062

B 57.797 - 14.397 - - - 57.797 - 14.397

C 52.983 4.813 14.397 - - - 52.983 4.813 14.397

D 6.000 4.000 - - - - 6.000 4.000 -

E 40.000 - - - - - 40.000 - -

Totale 182.390 8.813 35.173 (5.285) - (1.317) 177.105 8.813 33.856

30.09.2013Facility

31.12.2012 Repayments

Repayments made during the first three quarters of 2013 include the amounts falling due by contract on Facility A amounting to Euro 6,602 thousand (Euro 1,317 thousand for Auto Kelly AS and Euro 5,285 thousand for Rhiag – Inter Auto Parts Italia S.p.A.). It is emphasized that this paragraph must be necessary read in connection with the Rhiag Group acquisition, occurred on 16 December 2013, when the ING Bank Loan was completely repaid. 14. OTHER FINANCIAL LIABILITIES

30.09.2013 31.12.2012

Dividends to be paid 3.205 3.655

Finance leases 2.700 2.446

Total 5.905 6.101 “Dividends to be paid” represents dividends approved for distribution to the former shareholder of Auto Kelly AS and payable after more than 12 months. The amount payable after more than 12 months has been discounted at a rate of 2.75%. The amount falling due in the next 12 months has been recorded in current liabilities under “Other financial liabilities”. “Finance leases” refers to obligations under finance lease agreements entered by subsidiaries in Eastern Europe, primarily to purchase shelving, lifting equipment, automobiles and commercial vehicles.



15. PROVISIONS RELATING TO EMPLOYEES AND AGENTS

31.12.2012 Accrued Other Utilized 30.09.2013restated during the period movements during the period

Employee leaving indemnity ("TFR") provision (IAS 19) 6.925 1.084 366 (1.406) 6.969Switzerland pension plan (IAS 19) 2.842 - 16 - 2.857Agents' leaving indemnity provision (IAS 37) 3.285 266 (138) (143) 3.270Provisions relating to personnel and agents 13.052 1.350 244 (1.549) 13.096 This item primarily includes the liability of the Italian companies (Rhiag - Inter Auto Parts Italia S.p.A., Bertolotti S.p.A., Centro Ricambi Rhiag S.r.l., Rhiag Engineering S.p.A.) for employee leaving indemnities (“T.F.R. – trattamento di fine rapporto”), as well as amounts provided by the same companies for agents’ termination indemnities. The caption includes also the net liability related to the pension plan of the subsidiary Rhiag Group Ltd. The controlled entity has entered into Collective Foundation plan entirely reinsured. The application of the IAS 19 revised has determined a net deficit between pension plan liabilities and fair value of plan asset as described below:

at 30.09.2013 at 31.12.2012 at 1.1.2012restated restated

Defined Benefit Obligation 15.529 15.637 13.949 Fair value of plan asset (12.683) (12.795) (11.526) Deficit/(surplus) - Switzerland Pension 2.846 2.842 2.423

For the Italian subsidiaries, the actuarial valuation has been performed on the basis of the same actuarial assumptions adopted for the valuation made as of December 31, 2012. In Switzerland the actuarial variation has been performed on the following hypotheses:

at 30.09.2013 at 31.12.2012Actuarial parameters restated

Discount rate 2% 2%Long-term expected rate of salary increas 1% 1%Long-term expected benefit increase 0% 0%Retirement probability 65(m)/64(f) 65(m)/64(f)Mortality decrement Tabelle BVG 2010 BVG 2010 tablesDisability decrement Tabelle BVG 2010 BVG 2010 tablesTurnover rates Tabelle BVG 2010 BVG 2010 tablesLong-term interest on retirement account 2% 2%



Furthermore, the Group has performed sensitivity analysis to take into account the possible effects deriving from the reasonable changes of the most important assumptions for any actuarial valuation performed. In particular, with the reference to TFR actuarial valuation, it has been considered a change of discount rate equal to +/- 1% and, on the basis of this assumption, the liability would have been lower by Euro 645 thousand (with +1% of discount rate) or higher by Euro 756 thousand (with -1% of discount rate). With the reference to Swiss pension plan, applying a possible increase of the discount rate for 0.25%, net liability would have been lower by Euro 531 thousand; while, applying a possible increase of long-term expected rate of salary for 0.25%, net liability would have been higher by Euro 83 thousand. 16. TRADE PAYABLES

30.09.2013 31.12.2012Trade payables - third party 108.981 106.409Payables to Group companies - - Trade payables 108.981 106.409

Trade payables are determined on the various payment terms negotiated with suppliers and vary across the countries in which the Group operates. Most suppliers are common to the various Group companies and are prevalently based in the European Union. Trade payables are analyzed by geographical area as follows:


Total

Trade payables - third party 58.419 2.666 47.895 - 108.980


Total

Trade payables - third party 59.691 2.781 43.937 - 106.409

30.09.2013

31.12.2012

The increase compared to the previous period is mainly due to the operating segments of Eastern Europe (if compared to 31 December 2012 the item increased by Euro 4.8 million), while the decreased of the average payable days of the Group companies amounted to 78 days (84 days at December 31, 2012). 17. OTHER CURRENT LIABILITIES As at 30 September 2013, this item was analyzed as follows:



30.09.2013 31.12.2012

Payables to sundry suppliers 32.215 29.204

Indirect taxes (VAT), other taxes and duties p 4.522 1.377

Customer bonuses payable 9.951 10.888

Other payables 1.336 858

Other current liabilities 48.024 42.327 "Payables to sundry suppliers" mainly refer to payables for distribution and administrative services and other operating costs, purchase of goods other than those for resale by Group companies, amounts due to employees, agents and social security and welfare institutions. 18. TAX PAYABLES As at 30 September 2013, this item was analyzed by geographical area as follows:

30.09.2013 31.12.2012

Italy 5.220 16Eastern Europe 850 625Switzerland 970 787Tax payables 7.040 1.428 The increase mainly regards the Italian operating segment companies for the part related to the current taxes’ provision. 19. CURRENT BANK PAYABLES As at 30 September 2013, this item was analyzed as follows:

30.09.2013 31.12.2012

Bank borrowing - commercial credit facilit 4.301 690ING Bank loan - due within a year 25.387 13.203Current bank payables 29.688 13.893 Bank borrowing is broken down by geographical area as follows:

Italy Switzerland Eastern Europe Total

Bank borrowing - commercial credit facilit - - 4.301 4.301ING Bank loan - due within a year 20.324 - 5.063 25.387Total 20.324 - 9.364 29.688

30.09.2013

Bank borrowing consisting of commercial credit facilities regards short-term facilities granted to Elit Group companies in the Czech Republic and credit facilities utilized by Lang Kft and primarily secured by a mortgage on real estate assets. 20. OTHER FINANCIAL LIABILITIES - CURRENT As at 30 September 2013, this item included the following:



30.09.2013 31.12.2012

Finance lease payable 1.575 1.391

Dividends to be paid 604 618

Interest and commission payable to third par 696 361

Other financial liabilities 2.875 2.370 Details of “Financial lease” and “Dividends to be paid” are provided above under “Other financial liabilities – non-current". “Interest and commission payable to third parties” mainly refers to commissions, management charges and accrued interest regarding the Tranche E of ING Bank loan. 21. PROVISIONS FOR RISKS AND CHARGES This item and movements during the period are analyzed below:

31.12.2012 Accrued Utilized in Other movements 30.09.2013during the year year in year

Provision for returned goods 1.670 816 (834) (7) 1.644Provision for sundry risks 1.075 213 (22) - 1.266Provision for future charges 4.726 6.774 (4.726) - 6.775Provisions for risks & charges 7.472 7.803 (5.583) (7) 9.685 The "Provision for returned goods" covers the value of goods that is expected to be returned in future periods against sales made during the current period and estimated liabilities for product warranties. The “Provision for sundry risks” mainly regards amounts relating to disputes with former Group employees and with service providers. The “Provision for future charges” mainly regards amounts estimated in relation to customer loyalty programs and provisions for promotional campaigns.



22. COMMITMENTS AND GUARANTEES GIVEN It is emphasized that this paragraph must be necessary read in connection with the Rhiag Group acquisition, occurred on 16 December 2013, when the ING Bank Loan was completely repaid (refer to the paragraph “Significant events during the first nine months of 2013”) and the related guarantees given to ING, carried on 30 September 2013, were completely released. The main commitments and guarantees given by the Group to third parties are as follows: Pledges on shares The Group has pledged 100% of the shares held in Rhiag – Inter Auto Parts Italia S.p.A., Bertolotti S.p.A., Auto Kelly AS and Rhiag Group Ltd in favor of ING Bank, Rabobank and Intesa San Paolo as security for the loan received in 2007. As long as it does not default on the loan, the Group maintains voting rights to the shares. Pledge on receivables The Group has pledged 100% of the receivables of Rhiag - Inter Auto Parts Italia S.p.A. and Bertolotti S.p.A. in favor of ING Bank N.V., Rabobank International and Intesa San Paolo S.p.A. as security for the loan received in 2007. Special liens The Group has granted a special liens on the inventories and tangible assets of Rhiag - Inter Auto Parts Italia S.p.A. for Euro 60,000 thousand and on inventories and tangible assets of Bertolotti S.p.A. for Euro 6,000 thousand, both as security for the loan from ING Bank N.V.. Other secured guarantees Lang has granted a mortgage on its real estate property in Budapest as security for the credit facility from HVB bank (a Unicredit group company) – HUF 792 million (Euro 2,376 thousand). Other guarantees Rhiag - Inter Auto Parts Italia S.p.A. and Bertolotti S.p.A. have issued bank guarantees to third parties as security for rental contracts for warehouses and branch premises where they conducts business. Rhiag - Inter Auto Parts Italia S.p.A. has guaranteed a bank surety issued by Intesa San Paolo to CIB Bank for a credit facility granted to Lang Kft. Rhiag - Inter Auto Parts Italia S.p.A. has issued a comfort letter to Lang Kft as a guarantee for the credit facility of HUF 451.2 million Hungarian Forint granted by Unicredit Hungary (ex HVB Bank). Other commitments This item includes operating leasing and rent commitments as follows:



30.09.2013 31.12.2012

Future operating lease commitmentsWithin one year 1.702 1.594 From 2 to 5 years 1.558 2.117 More than 5 years - - Total future operating lease commitments 3.260 3.711

30.09.2013 31.12.2012

Future rent commitmentsWithin one year 12.098 11.108 From 2 to 5 years 28.335 28.417 More than 5 years 10.807 11.098 Total future rent commitments 51.240 50.623



COMMENTS ON THE CONSOLIDATED INCOME STATEMENT 23. NET SALES Net sales are analyzed as follows:





Gross sales - third party 554.852 504.680 191.799 165.200

Commission income - third party 1.228 2.153 387 656

Customer bonuses (13.043) (11.313) (4.612) (3.659)

Non recurring (expenses)/income 225 - 1 -

Gross sales 543.262 495.520 187.575 162.197

Transport on sales (14.752) (13.408) (5.018) (4.452)

Agents' commission (10.976) (10.447) (3.660) (3.292)

Allocation to bad debt provision & bad debts (1.465) (1.612) (540) (891)

Early payment discounts (193) (187) (69) (58)

Non-recurring (expenses) / income (480) (65) (119) (40)

Direct selling costs (27.866) (25.719) (9.406) (8.733)

Net sales 515.396 469.801 178.169 153.464 In the first three quarters of 2013, the Group recorded gross sales to third parties for Euro 543,3 million, showing an increase of Euro 47,6 million, or 9.6%, if compared to the same period of the last year. This increase is mainly attributable to the growth in sales in Eastern Europe, as reported also in the previous year, due to the opening of the new branches. The direct cost of sales amounted to 5.1% of gross sales against 5.2% in the first nine months of 2012. The Net sales for the first three quarters of 2013 show an improvement if compared to the same period of the previous year for Euro 45,6 million (+9.7%).



24. COST OF GOODS SOLD Cost of goods sold includes the following items:





Purchases of goods for resale (358.876) (318.417) (124.771) (111.569)Change in inventory 13.523 7.005 5.490 8.828Change in inventory provision (501) (469) 38 (47)Transport on purchases (8.691) (7.851) (3.259) (2.816)Personnel costs (60.032) (56.029) (19.875) (18.397)Non recurring (expenses)/income (1.778) (148) (1.018) (78)Cost of goods sold (416.355) (375.909) (143.395) (124.079) The cost of sales in the first three quarters of 2013 amounted to Euro 416.4 million, with an increase of Euro 40.0 million if compared to the same period of 2012 (+10.8%). The total amount of the cost of sales in relation to gross sales increased with respect to the first three quarters of the previous accounting period from 75.9% in the first three quarters of 2012 to 76.6% in the same period of 2013. Such worsening is mainly due to combined effect of the following several factors: the incidence of the cost of goods (including changes in inventories) on gross sales increases compared to the first nine months of 2012 due to increasing competition on selling prices in all markets in which the Group operates; the personnel cost increases in absolute value of Euro 4.0 million, mainly due to the increase in the number of employees as a consequence of the opening of new branches in Eastern Europe and the opening of the new company Centro Ricambi Rhiag S.r.l.. Personnel costs and non-recurring related expenses are analyzed below:





Wages and salaries (42.115) (39.365) (13.895) (12.890)

Other personnel costs (17.917) (16.665) (5.980) (5.507)

Personnel costs (60.032) (56.029) (19.875) (18.397)

Non-recurring (expenses) / income (1.442) (102) (985) (33)

Total Personnel costs (61.474) (56.131) (20.860) (18.430) 25. DISTRIBUTION COSTS Distribution costs are analyzed as follows:





Travel and subsistence expenses (3.252) (3.196) (1.083) (1.071)

Rent and operating leases (11.618) (11.218) (3.964) (3.798)

Advertising, promotional and catalogue costs (9.139) (8.738) (2.614) (2.172)

Non-recurring (expenses) / income (227) (244) (86) (44)

Distribution costs (24.236) (23.396) (7.747) (7.085)



Distribution costs of the first three quarters of 2013 are substantially in line with the same period of last year and amount to Euro 24,2 thousand (Euro 23,4 thousand as at 30 September 2012). The variation (in absolute value) of the item "Rent and operating leases" is due to the opening of new branches in Eastern Europe. 26. ADMINISTRATIVE COSTS Administrative costs include the following items:





Outsourced services (6.461) (6.004) (2.289) (2.004)

Legal and consulting fees (1.912) (1.717) (661) (570)

Other income 2.795 2.734 1.028 820

Administrative and operating costs (5.425) (4.953) (1.871) (1.628)

Amortization of intangible assets (1.549) (1.259) (608) (484)

Non-recurring (expenses) / income (1.211) (367) (342) (124)

Administrative costs (13.763) (11.566) (4.743) (3.990) In the first nine months of 2013, the total amount of administrative costs in relation to gross sales was of 2.5%, in comparison to 2.3% of the same period of 2012. The increase of the non-recurring expenses mainly refers to non-recurring law and consulting costs sustained by the Group’s companies. 27. OTHER OPERATING COSTS Other operating costs are analyzed as follows:





Headquarters and branch costs (utilities and maintenance) (2.990) (2.647) (923) (816)

Insurance (802) (772) (275) (251)

Disposals of PPE and intangible assets 125 96 38 18

Depreciation of PPE (5.266) (5.059) (1.895) (1.789)

Non-recurring (expenses) / income 1.414 - 1.639 -

Other operating costs (7.519) (8.382) (1.416) (2.838) Other operating costs decreased by Euro 0.9 million (-10.3%)if compared with the same period of last year, due to the gain accrued from the sales of building settled in Baar, occurred in September 2013. The non-recurring expenses substantially refer to the devaluations of assets booked as a consequence of the closing of Barletta sales store of Centro Ricambi Rhiag. 28. IMPAIRMENT ADJUSTMENTS TO GOODWILL AND OTHER ASSETS

In the first three quarters of 2012 and 2013 there were no impairment losses on goodwill or on other assets.



29. FINANCIAL INCOME / (EXPENSES) This item includes the following amounts:





Financial income 3.439 4.290 498 1.837

Financial expenses (14.491) (14.214) (3.806) (4.880)

Financial income / (expenses) (11.052) (9.924) (3.308) (3.043) “Financial income” includes the following items:





Interest income from third parties 190 115 63 48

Exchange gains (realized and unrealized) 3.249 4.131 435 1.789

Non-recurring income - 44 - -

Financial income 3.439 4.290 498 1.837 “Financial expenses” includes the following items:





Interest expenses on m/l term loans (7.136) (8.329) (2.541) (2.593)

Commission and charges on m/l term loans (492) (462) (189) (250)

Loan arrangement costs (portion for period - IAS 39) (788) (821) (263) (149)

Bank interest expenses (989) (883) (348) (201)

Exchange losses (realized and unrealized) (5.086) (3.719) (465) (1.687)

Non-recurring expenses - - - -

Financial expenses (14.491) (14.214) (3.806) (4.880) 30. INCOME TAXES Income taxes are analyzed as follows:



Current taxes (12.418) (12.468)

Deferred taxes relating to period 43 (581)

Income taxes (12.375) (13.049) 31. SEGMENT INFORMATION

Segment information has been prepared to provide enough information to evaluate the nature of the operating activities and economic environments and their influence on the financial statements (Paragraph 1 IFRS 8). The operating segments for which separate information has been provided were identified on the basis of internal reporting and the operating activities that generate revenues and costs and whose results are reviewed on a regular basis at the highest operational decision-making levels in order to



decide on allocation of resources and evaluation of results and for which separate financial information is available. All Group companies operate in the distribution of spare parts for cars and trucks with the exception of Rhiag Engineering S.p.A. which operates in the intermediation of products for the first plant. The segments for which a segment information is provided are the following: · Italy: Rhiag Group activities in Italy are mainly carried out by Rhiag - Inter Auto Parts Italia S.p.A. and subsidiaries Bertolotti S.p.A., Centro Ricambi Rhiag S.r.l. and Rhiag Engineering S.p.A.; · Eastern Europe: Rhiag Group activities in Eastern Europe (Czech Republic, Slovakia, Hungary, Romania and Ukraine) are mainly carried out by Elit (Elit CZ spol s.r.o., Elit Slovakia s.r.o., Lang Kft, S.C. Elit Romania Piese Auto Originale S.r.l. and Elit Ukraine Ltd.) and Auto Kelly (Auto Kelly AS, Auto Kelly Bulgaria Eood and Auto Kelly Slovakia s.r.o.). All of the Rhiag Group operating companies in Eastern Europe are controlled by Elit Group Ltd., a non-operating holding company incorporated under Swiss law, that is wholly controlled by Rhiag – Inter Auto Parts Italia S.p.A.. · Switzerland: Rhiag Group activities in Switzerland are mainly carried out by Rhiag Group Ltd. In particular, Rhiag Group Ltd is one of the market’s leader in the independent aftermarket in Switzerland. The key financial information for the operating segments is shown below:

Italy Eastern Europe Switzerland Intersegment adjustments Total

Income Statement information as at 30 September 2013

Gross sales 261.205 260.139 32.684 (10.766) 543.263

EBITDA Adjusted (*) 36.873 21.965 3.557 - 62.394

Balance Sheet information as at 30 September 2013 -

Inventory 50.864 80.195 7.792 (9) 138.842

Trade receivables 122.271 21.254 8.002 (2.603) 148.924

Trade payables 58.530 50.077 2.731 (2.357) 108.981

Net Working Capital 114.604 51.372 13.063 (255) 178.785

Italy Eastern Europe Switzerland Intersegment adjustments Total

Income Statement information as at 30 September 2012

Gross sales 247.004 225.104 31.288 (7.876) 495.520

EBITDA Adjusted (*) 36.237 17.917 3.544 (8) 57.690

Balance Sheet information as at 31 December 2012

Inventory 49.766 70.664 7.329 (8) 127.750

Trade receivables 106.128 15.113 7.103 (1.812) 126.532

Trade payables 59.940 45.250 2.782 (1.564) 106.409

Net Working Capital 95.953 40.527 11.650 (256) 147.872

2013

2012

(*)Adjusted EBITDA includes gross sales, net of direct selling costs, cost of goods sold, distribution costs, administrative costs, other operating costs, with non-recurring costs, and restructuring costs excluded. Adjusted EBITDA is not identified as an accounting measure under IAS/IFRS accounting standards as adopted by the European Union.



32. RELATED PARTIES Except as disclosed in the paragraph regarding the "Dividends to be paid" in Note 14, the Group has not entered into other transactions with related parties during the period.

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