Appendix 1
NM's key personnel
Toby Baum - Managing Director, BVS (since 1 April 2010)
Toby Baum, aged 48, was recruited as the new Chief Executive of JAR FM in August 2007 to try
{a improve profitabilly. He had previously worked as the Fleet Maintenance Operations Direstor
of a smaller, but highly proftable, fleet maintenance company. Despite reducing the losses that
the subsidiary company made, the JAR Board decided to sell off JAR FM. He Was instrumental
in preparing the business plan and for identifying an interested private equity investor, PIE. in
‘order to establish NN on 1 April 2010, He borrowed funds to invest in 17.5% of the shares in
HM
Leo Willems - Operations Director
Leo Willems, aged 55, has spent his whole career in the vehicle industry. He has worked for
several companies in middle management positions involved in fleet management and also fleet
maintenance. He joined JAR in 2005, when the company recruited a number of senior
managers to improve operational efficiency and profitability. He borrowed funds to invest in
7.5% of the shares in NIM)
Phillip Beck - Sales and Customer Support Director
Philp Beck, aged 40, was recruited in November 2007 by Toby Baum to identify néw external
customers and to market and sell JAR Fils fleet maintenance services. He had previously
worked 2s a fleet manager for eight years, responsible for a large fleet of vehicles. In his
previous role he had been dissatisfied with the outsourced maintenance service and had
Changed the outsourced service provider twice. As a fleet manager, he knew what service he
wanted to provide, and his previous experience of running a fleet helps him understand the
needs from a fleet manager's perspective, He has brought in, and retained, many large
‘customers with fleets of thousands of vehicles. This has helped generate large levels of
revenues with a relatively small impact on fixed costs. He borrowed funds to invest in 7.5% of
the shares in NM
‘Annika Larsen - Finance Director
Annika Larsen, aged 40, is a qualified accountant, She was recruited by Toby Baum intially a¢ a
business consultant to help him arrange and establish the MBO. She hed previously worked in
an international business consultancy firm, but had held senior finance roles in the retail and
distribution industries, She had no specialised knowledge of the vehicle maintenance industry
but Toby Baum considered that her financial skills were excellent. Whilst working direclly for
Toby Baum as a consultant, she was offered, and accepted, the role of Finance Director in the
newly established company. She borrowed funds to invest in 7.6% of the shares in NM.
Jonas Kral - Non-executive Director — PIE's representative
Jonas Kral, aged 45, was selected to be PIE's representative on the BVS board. He is extremely
‘experienced in helping newly established businesses and MBO's to achive thei business
plans. He has undertaken a Board representative role many times before and brings
‘management experience to NIM. It ig his role to ensure that BVS delivers the levels of cash flow
and profitability that are included in H's business plan. Itis also his role to steer NM towards
a flotation so that PIE can exit and realise its investment, PIE owns 60% of NIX shares.
Jen Grein - IT Manager
Jan Grein, aged 32, was recruited by Jonas Kral in April 2010, immediately after NPA was
established, in order to help implement and manage the newly created IT systems. Jan Grein
Previously worked as an IT manager in a competitor's fleet maintenance company and
understands the business well. He has also established good relations with many of the
workshop managers, who consider that he is approachable and helpful when they experience IT
problems or are confused about any aspects of the new IT systems.
Carmen Komp - Human Resources Manager
Carmen Kemp, aged 65, was recruited to the newly established company in April 2010 and was
given a remit to ensure that all employees understood the importance of creating value in the
business and to deliver outstanding levels of customer service.M's Business Plan
Appondix 2
Year onded ‘Bi March [34 March | 3t March | 31 March | 1 March
zoi1_| 2012 | 2013 | "2014 |” 2016
Business statistics:
‘No.of vehictes ~ End year:
JAR 32,100 | 30,100 | 28,100 | 27,000 | 26,000
Other customers 18,600 _| 24.800 | 32200 | 42'600_| 55,000
Total vehicles 50,700_| “84,900 [60,300 | 69,600} ~91,000
No. of vehicles — average for year 49,400_| 52,800 | 57,600 | 64,950 | 75.300
Uilisation lovel at managed workshops | 90.0% | 90.0% | 91.0% | 91.0% | 92.0%
Outsourced vehicle hours ‘000 hours | _274 385 516 738__|_ 4,034
Financial plan: € million | €million | € mittion | € million | € milion
Revenue 40 | 922 | 1026 | 1181 | 1908
Cost of sales eo | 716 79.7 | 91.9 | 1095
Gross profit ‘a1 | 206 229 | 262 | 303
Distrbution costs 02 02 02 03 03
Administrative expenses 177_| 166 | 476 | 187 | 200
Operating profit 12 38 54 72 | 100
Finance costs 02 02 02 02 02
Profit before tax 40 36 49 70 28
Profit after tax o7 25 34 49 69
20,000
Nor Nar Nar
zon _ 2012
Business Plan - Number of vehicles -End year
Mar Mar
2013 2042018
Business Plan - Oporating profit
ar2014
Mar2012 Mer2013,
Nerz014|
Mera01sAppendix 3
Extract from N Ms Statement of Comprehensive Income,
Statement of Financial Position and Statement of Changes in Equity
Year ended Year onded
‘Statement of Comprohensive Incomo 34 March 2012 34 March 2014
million Emilion
Revenue 93.9 049
Cost of sates: 72.8 86.2
Gross profit at 187
Distribution costs 02 02
‘Administrative expenses 165 180,
‘Operating profit 44 Os
Finance income ° o
Finance expense 02 02
Profit before tax 42 as
Tax expense (effective tax rate is 30%) 43 4
Profit forthe period 2.9) oz
‘Ae at Ae at
‘Statement of Financial Position
Non-curront assets (not)
Current assets
Inventory
Trade receivables
Cash and cash equivalents
Total current assets
Total assots
Equity and! iabilit
Equity
Issued share capital
Share premium
Retained ezmings
Total Equity
Non-curront itabiities
Long-term loan
Liability for acquisition to JAR) - due over 1 year
Current abilities
abit for acquisition (to JAR) --due within 4 year
Bank overdraft
“Trade payables and other liabilies
Tax payables
Total current liabilities
Total equity and liabilities
34 March 2012
31 March 2014
Tinillion-€ milion
32
16
178
}__ 0.3.
497
million € milion |
34
22.9
02
18
34
6A
16.
22.3
13.4
Note: Paid in share capital represents 400,000 shares of €0,50 gach at 31 March 2012,
mnt of Ch THEE Share Share Retained Total
For the year ended 31 March 2012 capital__promium earnings
€ million —€ million —€ million —€ milo
Balance at 31 March 2011, 02 18 02 22
Profit 0 0 29 29
Dividends paid o o oo
Balance at 31 March 2012 oz is a4 61]‘Statement of Cash Flows
Appendix 4
Year ended
34 March 2012 |
€rnillion million
Gash flows from operating activities
Profit before taxation (attr Finance costs (net)) 42
Adjustments:
Depreciation 04
Finance costs (net) 02
06
(Increase) / decrease in inventories oz)
(Increase) ! decrease in rade recoivables a7)
Increase | (decrease) in rade payables (excluding taxation) 18.
6)
Finance costs (net) paid (02)
“Tax paid (0.1)
03)
ash generated from operating activiti 09
Gash flows from investing activities
Purchase of non-current assets (net) (02)
Gash used in investing activitios (02)
‘Cash flows from financing activities:
Payment of instalment for acquisition (05)
Dividends paid 0
Cash flows from financing activitios 05)
Not increase in cash and cash equivalents 02
Cash and cash oquivatents at 34 Match 2014 04
Cash and cash equivalonts at 31 March 2012 03.Appendix &
Latest forecast for year ended 31 March 2013 compared to Business Plan
Year ended ‘Year ended
341. March 2013 | 34 March 2013
eee Forecast _Plan
Buisingss statistics:
No of vehicles - end vear
JAR 28,100 28,100
‘Goverment contract (from October 2012) 20,800 ig
Other customers 33,200 32,200
Total vehicles - end year 82,100 60,300
No of vehicles - ayerage for year 69,000 57,600,
Utilisation level at managed workshops 91.5% 91.0%
Outsourced vehicle hours ((000 hours) 851 516
Financial plai € million € million
Revenue 122.9 1026
Gost of sales 98.5 737 |
Gross proft BAA 28
Distribution costs 02 0.2
Administrative expenses ‘7B 47.6.
‘Operating profit 68 6.1
Finance costs 0.2 _ 02
Profit before tax 64 49 |
Profit after tax 45 34 |