RHIAG INTER AUTO PARTS ITALIA S.p.A. INTERIM CONSOLIDATED FINANCIAL STATEMENTS as at and for the period ended as at 31 March 2011

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1 RHIAG INTER AUTO PARTS ITALIA S.p.A. INTERIM CONSOLIDATED FINANCIAL STATEMENTS as at and for the period ended as at 31 March BALANCE SHEET - INCOME STATEMENT - STATEMENT OF COMPREHENSIVE INCOME - CASH FLOW STATEMENT - STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY - EXPLANATORY NOTES

2 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page2 RHIAG - INTER AUTO PARTS Italia S.p.A. Registered office in Bergamo, via Tiraboschi 48 Board of Directors Chairman CEO Directors Edoardo Lanzavecchia Luca Zacchetti Alessandro Tedeschi Thomas Mulliez Neil Fryer Valentina Pippolo Josef Koller Board of Statutory Auditors Chairman Regular Auditors Alternate Auditors Raoul F. Vitulo Maurizio Salom Giovanni Tedeschi Monica A. Castiglioni Guido Riccardi Independent Auditors Deloitte & Touche S.p.A.

3 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page3 CONSOLIDATED FINANCIAL STATEMENTS EXPLANATORY NOTES PERIOD ENDED 31 MARCH 2011

4 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page4 STATEMENT OF FINANCIAL POSITION (All figures in Euro thousands) Notes ASSETS Non-current assets Property, plant and equipment Intangible assets Goodwill Investment in associates Receivables and other financial assets Deferred tax assets Current assets Inventories Trade receivables Other current receivables Tax receivables Cash and cash equivalents Assets of discontinued operations Total assets Shareholders' Equity Share capital Other capital reserves Retained earnings/(deficit) (6.351) Net income Translation adjustment Minority interests Total Shareholders' Equity LIABILITIES Non-current liabilities Payables to banks-non current Other non-current liabilities Other financial liabilities-non current Derivative financial instruments Deferred tax liabilities Provisions for indemnities relating to employees and agents Current liabilities Trade payables Other current liabilities Tax payables Payables to banks-current Derivative financial instruments Other financial liabilities-current Provisions for risks and charges Liabilities of discontinued operations Total liabilities Total liabilities and Shareholders' Equity

5 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page5 INCOME STATEMENT (All figures in Euro thousands) Notes Ist Quarter 2011 Ist Quarter 2010 Gross sales Direct selling costs 26 (8.134) (6.023) Net sales Cost of Goods Sold 27 ( ) (79.467) Gross margin Distribution costs 28 (7.952) (5.605) Administrative costs 29 (3.800) (2.881) Other operating costs 30 (2.925) (1.728) Goodwill and other assets impairment Operating income Financial income/(charges) 32 (3.636) (4.574) Income from continuing operations before income tax Income taxes 33 (3.918) (3.019) Net result from continuing operations Net result from discontinuing operations 34 - (56) Net income Attributable to: Minority interests (11) (11) Controlling interests Earnings per share from continuing operations 0,17 0,12 Earnings per share from discontinued operations 0,00 0,00 Earnings per share (diluted) from continuing operations 0,17 0,12 Earnings per share (diluted) from discontinued operations 0,00 0,00 STATEMENT OF COMPREHENSIVE INCOME Ist Quarter 2011 Ist Quarter 2010 Net income for the period (A) Gain /(Loss) resulting from translating the financial statements of foreign subsidiaries 321 (727) Gain /(Loss) on Cash Flow Hedge instruments (1.813) Total income/(loss), net of tax effect (B) (2.540) Comprehensive Income for the period (A+B) (744) Attributable to: Minority interests (11) (11) Controlling interests (733)

6 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page6 CASH FLOW STATEMENT (All figures in Euro thousands) 1st quarter st quarter 2010 Notes Income before taxes Adjustments for: Depreciation Amortisation (Profit) on disposal of Property, plant and equipment (9) (14) (Financial income) (53) (9) (Gains)/losses on mark-to-market of derivative instruments (IRS) (786) 53 Financial charges Unrealized exchange (gains)/losses (749) (1.042) Changes in working capital - Trade receivables (657) Other receivables (396) - Trade and other receivables from associated companies Trade and other receivables from minority interest companies Inventory (6.309) (6.488) - Trade payables Other payables (3.714) (7.059) - Provisions for risks and charges (358) Provisions for allowances related to staff and agents 100 (444) Cash generated from operations Interest received 53 9 Interest paid (3.086) (3.746) Interest received / (paid) Group Companies - (146) Income taxes paid (889) (211) Net cash flow from operations Purchase of property, plant and equipment (1.432) (1.187) Purchase of intangible assets (356) (223) Disposal of property, plant and equipment Net cash flow from investing activities (1.607) (1.310) Bank accounts opened Inter Co Proceeds from long-term borrowings-current Dividends paid (162) - Non-current financial receivables - (6) Cash flows from financing activities (127) 969 Effects of exchange rate changes Net increase in cash and cash equivalents from continuing operations Change in cash and cash equivalents Cash and cash equivalents at beginning of period from continuing operations Cash and cash equivalents at beginning of period from discontinued operations Cash and cash equivalents at beginning of period-total Net increase in cash and cash equivalents from continuing operations Net (decrease) in cash and cash equivalents from discontinued operations 25 - (25) Cash and cash equivalents at the end of period from continuing operations Cash and cash equivalents at the end of period from discontinued operations Cash and cash equivalents at the end of period - Total

7 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page7 STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY (All figures in Euro thousands) Share Other Retained Net Cash Flow Translation Minority Total Capital Reserves Earnings Income Hedge Reserve Reserve Interest End of year Capital increases Destination of result of year (2.060) Net income (1.161) Other changes 50 (32) 18 Change pertaining to company contribution End of year (6.351) (2.648) Destination of result of period (12.638) - Net comprehensive income for 1st quarter (11) Other changes (174) End of period to 31 March (1.483) THE BOARD OF DIRECTORS CEO Luca Zacchetti

8 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page8 RHIAG - INTER AUTO PARTS ITALIA S.p.A. Registered office in Bergamo, Via Tiraboschi 48 Share capital 25,510,000 INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT EXPLANATORY NOTES STANDARDS USED FOR THE PREPARATION OF THE FINANCIAL STATEMENTS This interim report has been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and which have been endorsed by the European Union. The designation IFRS also includes all valid International Accounting Standards (IAS) and all the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), previously the Standing Interpretations Committee (SIC). In the preparation of this interim report, which is in accordance with IAS 34 Interim Financial Reporting, the same accounting principles have been applied as those adopted for the preparation of the consolidated financial statements for the year ended 31 December 2010, with the exception of those matters disclosed further on, in the paragraph on Accounting standards, amendments and interpretations effective from 1 January The preparation of interim financial statements requires certain estimates and assumptions to be made by management and these impact the values of revenues, costs, assets and liabilities as stated in the financial statements, as well as disclosures relating to contingent assets and liabilities as at the date of the interim financial statements. If, in the future, these estimates and assumptions, which are based on management's best evaluation, proved to differ from actual circumstances, they would be adjusted appropriately in the period in which the circumstances change. It should be further noted that certain steps in the evaluation process, particularly those which relate to the determination of a potential reduction in value of non-current assets, are generally fully performed only for the purposes of the preparation of the year end financial statements, at which point all the necessary information is available, except for cases whereby there may be an indication of impairment, which would require an immediate valuation of any reduction in value. In a similar manner, actuarial valuations required to determine the provisions for personnel and agents are normally performed for the purposes of the preparation of the year end financial statements. Income taxes are accounted for based on a best estimate of the weighted average tax rate forecast for the entire year. This interim report has been drawn up solely in connection with the floatation of the ordinary shares of Rhiag Inter Auto Parts Italia S.p.A. on the Telematic Italian Market shares organized and managed by Borsa Italiana S.p.A. The transaction costs for the IPO have been classified in the caption Other current receivables. If the IPO should be finalized these costs will be reclassified in a specific reserve in the Shareholders Equity, otherwise they will be posted in the income statement.

9 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page9 STRUCTURE OF THE FINANCIAL STATEMENTS AND BASIS OF PRESENTATION The interim report consists of the statement of financial position, the income statement, the statement of comprehensive income, the cash flow statement and the statement of changes in shareholders equity. The statement of financial position has been prepared with the separate classification of the current and non-current portions of assets and liabilities. The income statement is presented by function, as this is considered to be more representative than the presentation by nature of expenses. The chosen presentation is consistent with internal reporting and reflects how the business is managed. The statement of comprehensive income includes all changes in shareholders equity that took place during the period, resulting from transactions other than those with shareholders. The Group has elected to disclose such changes in a separate statement from the income statement. The changes in shareholders equity are presented gross of the related tax effect and the aggregate amount of income tax relating to those changes is shown as a single item. The cash flow statement has been prepared using the indirect method. The statement of changes in shareholders equity discloses separately the results for the period and any other changes that were not accounted for in the income statement, but were allocated directly to consolidated shareholders equity based on specific IAS/IFRS standards, as well as transactions with shareholders. The consolidated financial statements for the period ended 31 March 2011 disclose, for comparative purposes, 2010 first quarter income statement data and balance sheet amounts at 31 December The interim statements as at 31 March 2011 have been subject to limited audit work (limited review), while the interim statements as at 31 March 2010 have not been subject to any audit work. All amounts shown in the consolidated financial statements are in thousands of Euro, unless otherwise specified. Accounting standards, amendments and interpretations effective from 1 January 2011 but not relevant to the Group The following amendments, improvements and interpretations, issued and effective from 1 January 2011, regulate matters and circumstances that did not apply within the Group at the date of these financial statements but which could have an accounting impact on future transactions or agreements: Amendment to IAS 32 Financial instruments: Presentation: Classification of costs of issuing Amendment to IFRIC 14 Prepayments for minimum funding contributions; IFRIC 19 Extinguishing financial liabilities with equity instruments; Improvements to IAS/IFRS (2010).

10 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page10 Accounting standards, amendments and interpretations effective from 1 January 2011 and applied by the Group The following accounting standard has been applied by the Group for the first time as from 1 January On 4 November 2009, the IASB issued a revised version of IAS 24 Related party disclosures, which simplifies the type of information required for transactions with related parties that are State controlled and clarifies the definition of related parties. The standard must be applied from 1 January The adoption of this amendment will not produce any effects with regard to the measurement of items in the financial statements. Accounting standards, amendments and interpretations which are not yet applicable and have not been adopted in advance by the Group On 12 November 2009, the IASB issued IFRS 9 - Financial Instruments: the same standard was then amended on 28 October The standard, applicable from 1 January 2013, represents the first part of a process in stages which aims to replace entirely IAS 39 and introduces new criteria for the classification and valuation of financial assets and liabilities and for the derecognition of financial assets from the balance sheet. In particular, for financial assets, the new standard uses a single approach based on how the financial instruments are managed and the contractual cash flow features of the financial assets themselves in order to determine the valuation criterion, replacing the various rules set forth in IAS 39. Meanwhile, for financial liabilities the main change refers to the accounting treatment of the changes in fair value of a financial liability designated as a financial liability measured at fair value through profit and loss, in the event that these changes are due to changes in the credit rating of the liability itself. According to the new standard, these changes must be recognized under Other comprehensive income and losses and will no longer go through the income statement. On 7 October 2010, the IASB issued a number of amendments to IFRS 7 - Financial instruments: Disclosures, applicable to accounting periods beginning on or after 1 July The amendments were issued in order to improve understanding of transactions involving the transfer of financial assets, including the possible effects resulting from any risk remaining with the entity that transferred such assets. The amendments also require additional information in the event that a disproportionate number of such transactions is in place at the end of a reporting period. On 20 December 2010, the IASB issued an amendment to IAS 12 Deferred tax: Recovery of underlying assets. The current version provides that assessments regarding the recoverability of deferred tax assets be based on a judgment of the possible use or sale of the assets. In order to get around the difficulty and subjectivity of such an assessment, this amendment introduces the assumption that a deferred tax asset will be entirely recovered through sale unless there is clear evidence that recovery may take place through use. In addition to investment properties, the assumption will also be applied to assets recorded as plant and equipment or intangible fixed assets recognized at or revalued to fair value. The amendment is applicable from 1 January The amendments had not yet been endorsed by the European Union at the date of these financial statements.

11 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page11 SCOPE AND PRINCIPLES OF CONSOLIDATION In the first quarter of 2011, there have been no changes in the scope of consolidation with respect to the consolidated financial statements for the year ended 31 December However, with respect to 31 March 2010, there have been the following changes in consolidated companies: - acquisition of Auto Kelly AS and Auto Kelly s.r.o. ( the Auto Kelly Group ) on 4 August 2010; - contribution from the parent company, Lanchester SA, of a 100% of the equity investments in Rhiag Group Ltd on 12 November 2010; - voluntary liquidation of Elit Polska Spolka zoo on 24 November The main exchange rates used to translate the financial statements of foreign companies to Euro are as follows: end of period exchange rates average exchange rates Q Q Swiss Franc Switzerland 0,7685 0,7996 0,7765 0,6838 Czech Crown-Czech Republic 0,0408 0,0400 0,0410 0,0387 Hungaria Fiorin - Hungary 0,0038 0,0036 0,0037 0,0037 Zloty Poland 0,2485 0,2523 0,2535 0,2509 Leu Romania 0,2426 0,2335 0,2370 0,2431 Hryvnia - Ukraine 0,0332 0,0332 0,0332 0,0332

12 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page12 NOTES TO THE STATEMENT OF FINANCIAL POSITION 1. PROPERTY, PLANT AND EQUIPMENT Changes in property, plant and equipment are shown in the following table: Land and Buildings Leasehold improvements Machinery and Equipment Others Total 31/12/10 Net value Exchange differences Purchases Decreases - - (98) (73) (171) Depreciation (13) (122) (907) (648) (1.690) 31/03/ The following table provides details of purchases of property, plant and equipment analyzed by geographical area: Italy Switzerland Eastern Europe Total 2011 Land and Buildings Leasehold improvements Machinery and Equipment Others Total Purchases to Leasehold improvements mainly refer to maintenance, structural works and work performed to comply with legal regulations at locations where The Rhiag Group s distribution activities are carried out. Purchases to Machinery and equipment mainly refer to shelving and equipment to handle inventory in the various Group warehouses. Purchases to Others mainly refer to purchases of cars, vans, and lifting equipment for warehouses. 2. INTANGIBLE ASSETS Changes in intangible assets are as follows: Other 31/12/10 Net value Exchange differences 36 Purchases 356 Decreases (1) Amortization (360) 31/03/

13 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page13 The following table provides details of purchases analyzed by geographical area: Italy Switzerland Eastern Europe Total 2011 Intangible assets Purchases in the period mainly relate to the acquisition of softwares. 3. GOODWILL Changes on goodwill are as follows: Goodwill Value at Exchange differences 743 Increases - Decreases - Impairment - Value at 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 management of The Rhiag Group. 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 - Elit CGU: comprises the 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: comprising Lang Kft and its subsidiary CarGo Kft. - Auto Kelly CGU: comprising Auto Kelly AS and Auto Kelly Slovakia s.r.o. As of the date of preparation of this quarterly report, there are no factors which would indicate a potential goodwill impairment. 4. INVESTMENT IN ASSOCIATES There have been no changes since

14 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page14 5. RECEIVABLES AND OTHER FINANCIAL ASSETS Guarantee deposits Other receivables Receivables and other financial assets 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-party receivables due after more than 12 months, mainly recorded in the Czech Republic, Slovakia and Switzerland. 6. DEFERRED TAXES Deferred tax assets and liabilities and changes thereon are shown below: Deferred tax assets Deferred tax liabilities (823) (849) Net deferred taxes Changes in the deferred tax assets account Balance at the beginning of the period/year Other changes 354 Income statement effect (228) (380) Balance at the end of the period/year Changes in the deferred tax liabilities account Balance at the beginning of the period/year (849) - Other changes - (853) Income statement effect 26 4 Balance at the end of the period/year (823) (849) 7. INVENTORIES Goods for sale (spare parts) Promotional materials Other materials Allowance for inventory obsolescence (5.093) (4.789) Inventories The increase in Goods for sale (spare parts) with respect to is mainly due to an increase in inventory held by the Italian segment business unit, in particular, by the parent company, Rhiag Inter Auto Parts Italy S.p.A., of Euro 3.6 million and by the Eastern Europe segment of Euro 3.7 million, in particular, by the companies operating in the Czech Republic, partially offset by a reduction of inventory held by the Swiss segment business unit of Euro 0.1 million. The decrease in inventory of Promotional materials is mainly due to their utilization by the companies pertaining to the Eastern Europe segment business unit in the Czech Republic.

15 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page15 8. TRADE RECEIVABLES Trade receivables breakdown as at 31 March 2011 is the following: Trade receivables from third parties Allowance for doubtful accounts (12.555) (12.435) Net trade receivables from third parties As at , Trade receivables from third parties are substantially in line with the balance as at Trade receivables breakdown by geographical area is the following: 2011 Italy Switzerland Eastern Europe Consolidation Total entries Trade receivables from third parties (640) Allowance for doubtful accounts (8.570) (810) (2.341) (834) (12.555) Net trade receivables (1.474) The allowance for doubtful accounts has been calculated according to The Rhiag Group s criteria, based on a detailed analysis of overdue receivables. An additional allowance of Euro 0.2 million was established during the first quarter of The movements on the allowance for doubtful accounts were as follows: at (12.435) Increases (210) Decreases 90 Other movements - at (12.555) 9. OTHER CURRENT RECEIVABLES Advance payments and bonus from suppliers Advance payments to suppliers (for PPE purchases) Fees on bank pool financing VAT receivables, petition for reimbursement of automobiles VAT and Italian IRAP Staff and agents receivables Prepaid rentals Prepaid insurance Milan Stock Exchange listing costs Cash-convertible vouchers (WIR-Switzerland circuit ) Vari Other current receivables

16 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page TAX RECEIVABLES Italy Switzerland - - Eastern Europe Tax receivables This caption includes current tax receivables to be recovered or for which a refund application was filed in previous years. 11. CASH AND CASH EQUIVALENTS As at 31 March 2011, the Group s cash and cash equivalents by geographical area were as follows: Italy Switzerland Eastern Europe Cash and cash equivalents Cash and cash equivalents were not subject to any restrictions on use. 12. SHAREHOLDERS EQUITY Shareholders' Equity as at 31 March 2011 amounted to Euro 153,566 thousand against Euro 144,237 thousand at 31 December 2010 (including Euro 130 thousand and Euro 141 thousand, respectively, attributable to minority interests). The changes in Shareholders Equity are shown in the Statement of Changes in Shareholders Equity. Share capital As at 31 March 2011, share capital was wholly paid and amounted to Euro 25,510 thousand. Information on share capital is as follows: Number of ordinary shares: 102,040,000 Nominal value per share: Euro 0.25 Type of shares: ordinary, no preference shares. There has been no change since the 2010 year end. On 6 March 2011 Rhiag - Inter Auto Parts Italia S.p.A. Extraordinary Shareholders Meeting approved a reduction of the nominal value of 25,510,000 issued shares from Euro 1.00 to Euro 0.25, together with a share split of each existing share with a nominal value of Euro 1.00 into 4 new shares with a nominal value of Euro 0.25 each. The same Extraordinary Shareholders Meeting approved a share capital increase of a maximum nominal amount of Euro 4,500,000 to be placed with the public and with Italian qualified investors and foreign institutional investors, prior to 31 December As at the date of this interim report, the above shares were entirely held by the Luxembourg-based company, Lanchester S.A.

17 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page17 Other capital reserves Other capital reserves include the share premium reserve, the legal reserve and the consolidation reserve. Changes during the period are as follows: Share Legal Consolidation Other Premium Reserve Reserve Capital Reserves Reserve Total End of year Increases Decreases Other movements At Cash Flow Hedge Reserve The cash flow hedge reserve includes the fair value adjustments (mark to market adjustments) on the interest rate swap contracts (IRS contracts) as at 31 March 2011 designated and effective as cash flow hedges on the interest rate fluctuations regarding the medium/long-term facility with ING Bank (hereinafter the Loan). As at 31 March 2011, this reserve amounts to Euro 1,483 thousand. Translation reserve This reserve includes translation differences relating to the financial statements of subsidiaries whose functional currency is not the Euro. As at 31 March 2011, this reserve amounts to Euro 8,709 thousand. Minority interests This item includes the amount of shareholders equity held by third parties in Consorzio Insiamo Scarl i.e. 76%. The parent company Rhiag - Inter Auto Parts Italia S.p.A. owns the remaining 24% 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. PAYABLES TO BANKS NON CURRENT The caption breakdown is as follows: ING Bank N.V - Milan Branch Loan Final maturity fee on ING Loan Unamortized loan issuance costs (5.393) (5.970) Payables to banks - non current ING Bank Loan: - - Portion to be repaid within the next 12 months ING Bank N.V. - Milan Branch Loan amounting to Euro 239,579 thousand, includes amounts repayable after more than 12 months. The portion of this loan repayable within 12 months amounted of Euro 7,698 thousand is presented within current liabilities in the line item Payables to banks.

18 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page18 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 Loan Agreement provides for compliance with covenants on a quarterly basis (March, June, September, December) and on an annual basis (Leverage Ratio, Interest Cover, Cash Flow Cover and capital expenditure the latter only on an annual basis). The above covenants are calculated based on the consolidated financial statements of Lanchester S.A.. Based on the preliminary unapproved consolidated quarterly financial statements of Lanchester SA, the above mentioned covenants should be met. 14. OTHER NON-CURRENT LIABILITIES Liabilities due to "Earn out" Other trade payables Total Liabilities due to Earn out include the amount due after 12 months in relation to the earn out provision of the Auto Kelly Group acquisition. The nominal amount was discounted to derive its fair value of Euro 4,624 thousand. Other trade payables" includes the amount due to Rhifim S.p.A., owner of the former headquarters and the Milan branch of Rhiag Inter Auto Parts Italia S.p.A., arising from a settlement agreement in connection with legal action over early termination of the lease agreement by Rhiag - Inter Auto Parts Italia S.p.A in a prior year. The decrease relates to the payment of monthly installments of Euro 0.1 million to be made until The portion of the payable due within 12 months amounting to Euro 1.2 million has been presented under Other current liabilities. The amount due after 12 months was not discounted as the amount involved was not deemed to be significant. 15. OTHER FINANCIAL LIABILITIES Dividends payable Financial lease Total Dividends payable represents dividends approved for distribution to the former shareholders of Auto Kelly AS and payable after 12 months. The amount payable within 12 months is presented as current liabilities, under "Other financial liabilities". The amount due after 12 months has been discounted at a rate of 2.75%. Finance leases refers to obligations under finance lease agreements entered into by subsidiaries in Eastern Europe, primarily to purchase shelving, lifting equipment, automobiles and commercial vehicles.

19 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page DERIVATIVE INSTRUMENTS Interest Rate Swap Currency forward contracts Derivative financial instruments As at 31 March 2011, The Rhiag Group was party to ten interest rate swap contracts (IRS contracts) to partially hedge the risk of fluctuation in interest rates on the medium/long-term facility with ING Bank N.V. Milan Branch. Hedge accounting was applied to these hedging instruments with the related mark to market adjustments recognized in cash flow hedge reserve in equity. These hedge instruments underwent a hedge effectiveness test with positive results for each of them in the range required by IAS 39 (80% - 125%). In 2010, Rhiag Group Ltd (Switzerland) entered into forward contracts to purchase Euro to hedge its Swiss Franc exchange rate risk. As at , the notional amount of the currency forward contracts is Euro 7,350 thousand, equal to Swiss Francs 9,564 thousand, with negative fair values amounting to Euro 309 thousand; The positive income statement effect of the change in the fair value since 31 December 2010 of Euro 822 thousand is included in the income statement under Financial income/ (charges). 17. PROVISIONS FOR INDEMNITIES RELATING TO EMPLOYEES AND AGENTS Employee Leaving Indemnity (IAS 19) Agents Indemnity (IAS 37) Provisions for indemnities relating to employees and agents This caption primarily includes the liability of the Italian companies (Rhiag Inter Auto Parts Italy S.p.A., Bertolotti S.p.A., Rhiag Engineering S.p.A.) for employee leaving indemnities ( T.F.R. trattamento di fine rapporto ), as well as provision made by Italian companies (Rhiag Inter Auto Parts Italy S.p.A., Bertolotti S.p.A.) related to termination indemnities for agents. As reported in the previous section Standards used for the preparation of the financial statements the actuarial valuations required by IAS 19 and IAS 37 have not been applied. Therefore as at 31 March 2011 the provision for indemnities relating employees and agents includes the actuarial valuations performed as at 31 December TRADE PAYABLES Trade payables Trade payables

20 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page20 Trade payables are determined based on the various payment terms negotiated with suppliers and vary across the countries in which an entity part of The Rhiag Group operates. Most suppliers are common to the various Group companies and are prevalently EU companies. The details of trade payables by geographical area are as follows: 2011 Italy Switzerland Eastern Europe nterco Adjustmen Total Trade payables (640) Euro 2.6 million of the increase with respect to 31 December 2010 is attributable to the Eastern Europe segment business unit, Euro 9.7 million to Italy and Euro 0.5 million to Switzerland. 19. OTHER CURRENT LIABILITIES As at 31 March 2011, the breakdown is as follows: Other trade payables Indirect taxes payable (VAT) and other taxes Payables for customer bonuses/rebates Liabilities due to "Earn out" Other current liabilities Other current liabilities Other trade payables include liabilities for distribution and administrative services and other operating costs, purchases of goods other than those for resale by Group companies, amounts due to employees, agents and social security and welfare institutions. Liabilities due to Earn out refer to the amount payable within12 months in relation to the earn out provision in connection with the acquisition of the Auto Kelly Group. 20. INCOME TAX PAYABLES The details of this account by geographical area are as follows: Italy Eastern Europe Switzerland Income tax payables The subsidiaries Bertolotti S.p.A. and Rhiag Engineering S.p.A. are part of the Italian Group Tax Consolidation under Art. 117/129 of the Testo Unico delle Imposte sul Reddito (T.U.I.R.) (Consolidated Income Tax Act), with the Group s parent company Rhiag Inter Auto Parts Italia S.p.A. as the consolidating entity. The companies included in the Italian tax consolidation transfer their taxable income or loss to the consolidating entity. The consolidating entity recognizes a receivable from the companies that contribute taxable income equal to IRES (corporation tax) to be paid. Conversely, the consolidating entity recognizes a payable equal to IRES on the loss effectively offset at Group Tax Consolidation level in relation to companies that contributed tax losses.

21 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page PAYABLES TO BANKS CURRENT This account consisted of: Payables to banks ING Bank N.V - Milan Branch -Loan due within 12 months Payables to banks-current Payables to banks are broken down by geographical area as follows: 2011 Italy Switzerland Eastern Europe Total Payables to banks ING Bank N.V - Milan Branch -Loan due within 12 months Payables to banks include utilization of commercial credit facilities covered by bank collection orders (Ri.ba), short-term credit facilities by Elit (a subsidiary in the Czech Republic) and credit facilities by Lang Kft and primarily secured by a mortgage on real estate assets. 22. OTHER FINANCIAL LIABILITIES CURRENT This account consisted of: Financial leases Dividends payable due within 12 months Payables for interest and third-party fees Other financial liabilities The details of Financial leases and Dividends payable are provided above under Other noncurrent financial liabilities". Payables for third party interest and commissions mainly refer to commissions and operating costs regarding the loan from ING Bank. 23. PROVISION FOR RISKS AND CHARGES The details of this account and the changes during the year are as follows: at Accrual Utilization at for period in period Provision for returned goods (1.523) Provision for other risks (663) 665 Provisions for future charges (3.273) Provisions for risks and charges (5.459) 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.

22 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page22 The Provision for other risks mainly refers to amounts relating to disputes with former Group employees and with other minor suppliers. The utilization of this provision during the period refers to a dispute with a former manager of Rhiag Inter Auto Parts Italy S.p.A. following a first instance judgement made by the labor tribunal. Provision for future charges mainly regards amounts estimated in relation to customer loyalty programs and provisions for promotional campaigns. 24. COMMITMENTS AND GUARANTEES The Rhiag Group's main commitments and guarantees are as follows: Pledges on shares The Rhiag Group has pledged 100% of its shares in Bertolotti S.p.A., Auto Kelly AS and Rhiag Group Ltd. The pledge has been granted in favor of ING Bank N.V., Rabobank International and Intesa San Paolo S.p.A. as security for the loan received in If there are no cases of default the voting rights keep belonging to the Group. Pledge on receivables The Rhiag Group has pledged 100% of the receivables due to Rhiag Inter Auto Parts Italy 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 Special liens The Rhiag Group has granted a special lien on the inventories and the capital equipment of Rhiag Inter Auto Parts Italy S.p.A. of Euro 60,000 thousand and on the inventories and the capital equipment of Bertolotti S.p.A of Euro 6,000 thousand, both in favor of ING Bank N.V. as security for the loan. Other collateral Lang KFT has established a mortgage on the real estate property it owned in Budapest as security for the credit facilities provided by Unicredit. RGL has taken out a mortgaged on its offices in Baar (Switzerland) as security for the credit facility granted by UBS. Other guarantees Rhiag Inter Auto Parts Italy S.p.A. and Bertolotti S.p.A have provided bank guarantees to third parties of Euro 1,664 thousand to guarantee rental agreements for warehouses and for premises used by branches. Rhiag Inter Auto Parts Italy S.p.A. has guaranteed a bank guarantee issued by Intesa San Paolo in favor of CIB Bank for a credit line provided to Lang Kft of Euro 1,000 thousand. Rhiag Inter Auto Parts Italy S.p.A. has provided a comfort letter in favor of Lang Kft to guarantee a credit line provided by Unicredit Hungary (formerly HVB Bank) of Hungarian Florins million (equal to Euro 1.7 million).

23 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page INFORMATION ON DISCONTINUED OPERATIONS The following table shows income statement and cash flow information on the assets and liabilities of Elit Polonia, which was closed following voluntary liquidation in November Income data: Elit Poland Elit Poland 1st Quarter st Quarter 2010 Net sales - 52 Operating loss - (56) Net loss from discontinued operations - (55) Attributable to: Minority interests - - Controlling interests - (55) Cash flow data: Elit Poland Elit Poland 1st quarter st quarter 2010 Net cash flow from operations - (55) Net cash flow from investing activities - 6 Cash flows from financing activities - 6 Effect of exchange differences - 18 Net cash flow for period - (25) Change in cash and cash equivalents Cash and cash equivalents at beginning of period from discontinued operations Net cash flow for period - (25) Ending cash and cash equivalents distributed to shareholders Cash and cash equivalents at the end of period from discontinued operations - 442

24 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page24 NOTES ON THE INCOME STATEMENT 26. NET SALES Net sales are broken down as follows: 1st quarter st quarter 2010 Gross sales to third parties Gross sales to associated companies - 11 Commissions from third parties Bonuses to customers (3.920) (3.064) Gross sales Sales transport (4.050) (3.083) Agents' fees (3.813) (2.629) Provision for doubtful receivables (210) (303) Cash discounts (61) (2) Non recurring revenues/(charges) - (6) Direct selling costs (8.134) (6.023) Net sales In the first quarter of 2011 the Group has recorded gross sales to third parties of Euro million, with an increase of Euro 50.2 million, or 46.6%, with respect to the first quarter of the prior year. Euro 3.2 million of the growth in gross sales was due to increased turnover in Italy and Euro 5.3 million to increased sales in Eastern European countries already consolidated as at 31 March Euro 30.8 million of the remaining increase is due to Auto Kelly Group, acquired in August 2010 and Euro 10.9 million is due to the Swiss company, Rhiag Group Ltd, which has been consolidated following the contribution by the parent, Lanchester SA, in December Commissions from third parties" mainly refer to commissions by Rhiag Engineering S.p.A. to Italian automobile manufacturers and to a lesser extent to commissions for brokerage of original equipment products by Bertolotti S.p.A. for commercial vehicles. "Bonuses to customers" of Euro 3.9 million in the period to 31 March 2011 (Euro 3.1 million to 31 March 2010) have increased due to growth in gross sales to third parties. "Direct selling costs" represent 5.3% of gross sales compared to 5.7% recorded in the first quarter of Net sales for the first quarter of 2011 have improved on the prior year period by Euro 47.2 million (+47.7%).

25 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page COST OF GOOD SOLD The cost of goods sold is comprised of the following: 1st Quarter st Quarter 2010 Purchase cost of goods for sale ( ) (73.627) Change in closing inventory Allowance for obsolete goods (274) (363) Transport cost of goods purchased (2.005) (759) Personnel costs (17.829) (10.666) Non recurring revenues/(charges) (136) (37) Cost of Goods Sold ( ) (79.467) The cost of goods sold for the first quarter of 2011 amounted to Euro million, with an increase of Euro 36.8 million in comparison to the first quarter of 2010 (+46.3%). Euro 19.1 million of this increase is attributable to Auto Kelly Group and Euro 6.5 million to the Swiss company, Rhiag Group Ltd, both of which were not consolidated in the first quarter of The remaining Euro 11.2 million is attributable to the Italian segment business unit companies, as well as those in Eastern Europe, which were consolidated in the first quarter of the prior year. Cost of goods sold, stated as a percentage of gross sales, has decreased in comparison to the first quarter of the prior year, going from 75.6% in the first quarter of 2010 to 75.3% in the first quarter of The breakdown of personnel costs and related non-recurring charges is shown below: 1st Quarter st Quarter 2010 Wages and salaries (12.731) (7.645) Other personnel costs (5.098) (3.021) (17.829) (10.666) Non recurring revenues/(charges) (136) (37) Personnel costs (17.965) (10.703) The increase over the previous year is mainly due to the consolidation of the Auto Kelly Group (Euro 4.5 million) and Rhiag Group Ltd (Euro 1.7 million). Personnel costs as a proportion of gross sales is 11.6%, up on 10.2% for the first quarter of 2010 mainly due to Auto Kelly and Rhiag Group Ltd, which were not consolidated in the first quarter of Due to the characteristics of these companies, personnel costs are above the average costs compared to the other Group s Companies, due to the fact that they manage directly their own sales transport and use employed salesmen rather than agents.

26 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page DISTRIBUTION COSTS The detail of distribution costs is as follows: 1st quarter st quarter 2010 Travelling expenses (906) (580) Rent and operating leases (3.477) (2.599) Advertising, promotional and catalogues costs (3.567) (1.859) Services rendered from/to associated companies - - Non recurring revenues/(charges) (2) (567) Distribution costs (7.952) (5.605) In the first quarter of 2011, distribution costs as a proportion of gross sales were 5.1%, down on 5.3% for the corresponding period in the previous year. The increases in absolute terms are mainly due to the consolidation of Auto Kelly Group and Rhiag Group Ltd., with an impact of approx. Euro 2.4 million. 29. ADMINISTRATIVE COSTS Administrative costs include the following items: 1st quarter st quarter 2010 Cost of external services (1.892) (1.518) Legal and consulting costs (603) (532) Other income Administration and other operational costs (1.657) (977) Intangible assets amortisation (360) (287) Non recurring revenues/(charges) (130) (240) Administration costs (3.800) (2.881) In the first quarter of 2011, administrative costs, as a proportion of gross sales, were 2.5%, down on 2.7% for the first quarter of The increases in absolute terms are mainly due to the consolidation of Auto Kelly Group and Rhiag Group Ltd., with an impact of approx. Euro 0.9 million. 30. OTHER OPERATING COSTS The details of other operating costs are as follows: 1st quarter st quarter 2010 Headquarters and branch costs (utilities and maintenance) (964) (571) Insurance costs (280) (177) Disposal of PPE and intangible assets 9 14 Depreciation (1.690) (994) Non-recurring charges - - Other operating costs (2.925) (1.728)

27 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page27 In the first quarter of 2011, other operating costs, as a proportion of gross sales, were 1.9%, up on 1.6% for the first quarter of Excluding depreciation, this proportion was 0.8% in the first quarter of 2011 compared to 0.7% for the corresponding period in The increases in absolute terms are mainly due to the consolidation of Auto Kelly Group and Rhiag Group Ltd., with an impact of approx. Euro 1.1 million. 31. GOODWILL IMPAIRMENT In the first quarters of 2010 and 2011, there have been no impairment adjustments to goodwill and other assets. 32. FINANCIAL INCOME / (CHARGES) This account is comprised of the following: 1st quarter st quarter 2010 Financial income Financial charges (6.962) (5.817) Financial income/(charges) (3.636) (4.574) Financial income is made up of the following: 1st quarter st quarter 2010 Interest income from third parties and bank accounts 53 9 Realized and unrealized exchange rate gains Interest rate swap derivatives mark to market Non recurring financial income - (9) Financial income Financial charges include the following: 1st quarter st quarter 2010 Interest expense on medium-long term loan (4.170) (5.000) Loan accessory charges (current period/year portion-ias 39) (596) (400) Interest expenses-banks (438) (165) Interest expenses on loans from an associated company - (53) Realized and unrealized exchange rate losses (1.738) (199) Effect of discounting dividends payable over 12 months (20) - Financial charges (6.962) (5.817)

28 Rhiag Inter Auto Parts Italia S.p.A. Interim consolidated financial statements - Q Page INCOME TAXES Income taxes are composed as follows: 1st quarter st quarter 2010 Current taxation (3.716) (2.643) Deferred tax for the period/year (202) (376) Income taxes (3.918) (3.019) 34. NET PROFIT/LOSS FROM DISCONTINUED OPERATIONS Please refer to the note to the financial statements on information on discontinued operations for more information on the net profit/loss from discontinued operations. 35. SEGMENT DISCLOSURE Segment disclosure has been prepared to provide enough information to evaluate the nature of the operating activities, their influence on the financial statements and the reference economic context (Paragraph 1 IFRS 8). Separate information is provided on the segment business units, identified on the basis of the internal reporting and the operating activities that generate revenues and costs, with the results reviewed on a regular basis at the highest operational decision-making levels in order to decide on allocation of the resources and evaluate the results and for which separate financial information is available. All the Group companies are active in the distribution of spare parts for passenger cars and commercial vehicles, with the exception of Rhiag Engineering S.p.A. which operates as an intermediary of original equipment products. The segment business units that the Group indicates on a separate basis are the following: Italy: The Rhiag Group activities in Italy are mainly carried out by Rhiag - Inter Auto Parts Italia S.p.A., and the subsidiaries Bertolotti S.p.A. and Rhiag Engineering S.p.A.; Eastern Europe: The 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, Car-Go Kft, S.C.. Elit Romania Piese Auto Originale S.r.L. and Elit Ukraine Ltd.) and AutoKelly (Auto Kelly AS and Auto Kelly Slovakia s.r.o.). The Rhiag Group s subsidiaries in Eastern Europe are controlled by Elit Group Ltd., a non-operating holding company incorporated under Swiss law, fully controlled, in turn, by Rhiag Inter Auto Parts Italia S.p.A. Switzerland: The Rhiag Group s activities in Switzerland are mainly carried out by Rhiag Group Ltd. A summary of the main figures for the segment business units for the first quarters of 2010 and 2009 is shown below: