PROJECT BLUEBIRDLENDER PRESENTATION

SEPTEMBER 2019

2

DISCLAIMERConfidentiality and disclosure of information: These materials are being provided to you by Bank of America Merrill Lynch International Designated Activity Company, HSBC Bank plc and Royal Bank of Canada (the “Global Coordinators”and “Physical Bookrunners”“), Bank of America Merrill Lynch International Designated Activity Company, HSBC Bank plc, Royal Bank of Canada, Banco Santander, S.A., London Branch, KKR Capital Markets Limited and Sumitomo MitsuiBanking Corporation Europe Limited (together, with each of their respective affiliates, the “Mandated Lead Arrangers”) and Banco Santander, S.A., London Branch, KKR Capital Markets Limited and Sumitomo Mitsui Banking CorporationEurope Limited (the “Bookrunners”) on a confidential basis and may not be copied, disclosed or distributed to the press or to any other persons, may not be redistributed or passed on, directly or indirectly, to any person, or published,in whole or in part, by any medium or for any purpose without our prior written approval.

No offer: These materials do not constitute an offer to sell, or the solicitation of an offer to purchase, any securities, and may not be used as, or in connection with, an offer to sell or a solicitation of an offer to purchase any securities.Any decision to purchase securities in the context of a proposed offering, if any, should be made on the basis of information contained in the offering memorandum published in relation to such an offering. These materials should notbe relied on in connection with any contract, investment decision or commitment whatsoever. This document is not intended to create legal relations and is not an offer or commitment with respect to any loans, securities or otherfinancing.

No representation and no liability: This document is not research. The facts, opinions and expectations stated herein have not been independently verified, and no representation or warranty, expressed or implied, is made by BBDBidco Limited (the “Original Borrower”), BBD Parentco Limited, BCA Marketplace plc (the “Target”), TDR Capital LLP, its managed funds and each of their respective affiliates, direct or indirect shareholders, related funds (together, the“Group Parties”) and/or the Mandated Lead Arrangers or their affiliates (“MLA Parties”) with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information or opinions contained herein.Neither the Group Parties, the MLA Parties nor any of their respective affiliates, advisers or representatives (a) makes any representation or warranty, express or implied, that this document or the information contained herein or theassumptions on which they are based are accurate, complete or up to date and they should not be relied upon as such, and (b) to the extent permitted by law, shall have any liability whatsoever (in negligence or otherwise) for any lossor damage howsoever arising (whether direct, indirect, consequential or otherwise) from any use of these materials or their contents or any oral or written communication transmitted to you in connection therewith or otherwise, orany action taken by you or any of your affiliates, officers, employees, agents or associates on the basis of these materials or their contents or otherwise arising in connection herewith and any liability is expressly disclaimed.The information contained in these materials has not been subject to any independent audit or review and may contain forward-looking statements, estimates and projections. By their nature, forward-looking statements involve anumber of risks, uncertainties and assumptions, which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, the satisfaction ofthe conditions to the acquisition of the Target and the completion of its financing, changing economic, business or other market conditions, changing political conditions and the prospects for growth anticipated by the management ofthe Original Borrower or BBD Parentco Limited. These and other factors could affect the outcome and financial effects of the plans and events described in these materials. Forward-looking statements contained in these materialsregarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Neither the Group Parties, the MLA Parties nor any of their respective affiliates, advisers orrepresentatives undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No representations or warranties are made by the Original Borrower,BBD Parentco Limited or any of their affiliates as to the accuracy of any such statements or projections. Unless expressly stated otherwise, no statement contained or referred to in the Evaluation Materials in intended to be a profitforecast. You should not place undue reliance on forward-looking statements, which speak only as of the date of these materials.

Indicative terms only; no recommendation: These materials (including any related discussions, additional disclosures or attachments) have been prepared solely to provide background information to assist you in obtaining a generalunderstanding of the business of the Original Borrower and the Target and each of their respective subsidiaries. This document contains only summary information and does not purport to and is not intended to contain all of theinformation that may be required to evaluate, and should not be relied upon in connection with, any potential transaction. It is not intended to be (and should not be used as) the sole basis of any credit analysis or other evaluation, andit should not be considered as a recommendation or advice by any person for any person to participate in any potential transaction.

No advice: No member of the Group Parties or the MLA Parties is providing (nor should any statement herein be construed as providing) any financial, legal, accounting, tax, investment or other advice and you are strongly advised toconsult your own independent advisers on any financial, legal, tax, accounting, investment or other issues relating to these materials. In particular, this document is only being made available to investment professionals (as defined inArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”)) and persons of a kind specified in Article 49(2) a-d of the FPO.

Price sensitive information: Some or all of the information in this document is or may be price-sensitive information and the use of such information may be regulated or prohibited by applicable legislation including securities lawsrelating to insider dealing and market abuse.

By accepting this document, you agree to be bound by all of the foregoing limitations. This notice and any non-contractual obligations arising under or in connection with it shall be governed by and construed in accordance with Englishlaw.

3

Avril Palmer-BaunackExecutive Chairman

TODAY’S PRESENTERS

Appointed to the board in July 2014

Over 20 years of executive experience

in automotive, support services,

industrial engineering and insurance

services sectors

Currently serves as Non-Executive

Chairman at:

- Northgate

- Safe Harbour Holdings

Previously served as Executive

Chairman and Deputy CEO of Stobart

Group

Prior to that served as CEO of Autologic

Holdings

Tim LampertChief Financial Officer

Appointed to the board in September

2015

Instrumental in the acquisition of BCA

Group

Previously served as Divisional MD at

Stobart Group

Prior to that served as Group

Operations Director at Autologic

Holdings

Fellow of the Association of Chartered

Certified Accountants

Matthew KellyGroup Finance Director

Joined BCA in November 2016

Previously served as Vice President of

Finance Operations at Smith &

Nephew

Prior to that served as Group Financial

Controller / Group Finance Manager

at Taylor Wimpey

Fellow of the Institute of Chartered

Accountants in England and Wales

Grégoire PaepegaeyDirector, TDR

Joined TDR Capital in October 2015

Previously worked at Mount Kellett

Capital Management and Providence

Equity

Prior to that worked at Goldman Sachs

(Investment Banking Division, TMT and

France) and as junior advisor to French

President Nicolas Sarkozy

TODAY’S AGENDA

1. Transaction Overview

2. Company Overview

3. Key Credit Highlights

4. Historical Financials

5. Syndication Overview

Appendix

1. Transaction Overview

6

EXECUTIVE SUMMARY• On 26 June 2019, BBD Bidco Limited (“Bidco”) announced a Recommended Offer (Rule 2.7 Firm Offer Announcement) at 243p per share in cash

for BCA Marketplace plc (“BCA” or the “Company”), currently listed on the LSE (the “Transaction”)

- Offer implies PF Capitalisation of c.£2,174m – c.12.1x FY19 (Mar Y/E) Pro Forma Adjusted EBITDA of £180.3m1

- On 29 July, BCA shareholders voted in favour of the transaction at the Court and General Meetings

• Headquartered in Bedford (UK), BCA owns and operates the UK's and Europe's largest used vehicle exchange, is the UK's leading provider of vehicle buying services and also offers automotive services including refurbishment, storage and logistics

• Founded in 1946, with over 7,250 employees, the Company is now the largest vehicle remarketing company in Europe with 1.4m vehicles passing through the auction in the year to March 2019

• The debt financing for the Transaction comprises of £1,237m equiv. of term debt, including:

- £500m GBP Term Loan B

- £472m EUR Term Loan B

- £265m GBP 2L Term Loan

• The financing package also includes a £150m Multi-purpose Revolving Credit Facility (unfunded)

• Pro Forma for the Transaction Net First Lien and Net Total Leverage are 5.1x and 6.6x, based on FY19 (Mar Y/E) Pro Forma Adjusted EBITDA of £180.3m1

• The Company has been assigned a Corporate Family Rating of B2 / B / [B]

1. FY19 reported EBITDA of £171.9m + Cinch start-up costs of £2.5m + Plc cost saving of £2.4m + Run-rate adjustments of £3.5m

7

SOURCES & USES AND PRO FORMA CAPITALISATION

Sources of Funds Amount (£m) Uses of Funds Amount (£m)

Estimated Cash on BS at Clos ing 95 Cons iderations to Target Group Shareholders 1,855

RCF (£150m) - Procuring Repayment of Target Group External Debt 373

First Lien Term Loan B (GBP) 500 Cash Left on Balance Sheet 50

First Lien Term Loan B (EUR) 472 Fees 32

Second Lien Term Loan (GBP) 1 265 Stamp duty and other transfer taxes 10

Preference Shares 250

Shareholder Equity 737

Total Sources 2,319 Total Uses 2,319

Note: Leverage metrics excluding finance leases of c.£35m and Partner Finance Facility of c.£120m as of 31/03/191. Assumes BCA shareholders approve the Final Dividend of 6.65p per BCA Share and the Dividend Record Date occurs before the Scheme Effective Date. Refer to Scheme Document for details2. Based on March 2019 PF Adjusted EBITDA of £180.3m based on FY19 reported EBITDA of £171.9m + Cinch start-up costs of £2.5m + Plc cost saving of £2.4m + Run-rate adjustments of £3.5m3. Calculated as Net Total Debt + Equity

Sources and Uses

Pro Forma CapitalizationPro Forma Capitalisation Rate Floor Maturity Amount (£m) x EBITDA

2% Cap

Cash (50)

RCF (£150m) L + 325bps 0.0% 6 years -

Firs t Lien Term Loan B (GBP) L + [●] bps 0.0% 7 years 500

First Lien Term Loan B (EUR) E + [●] bps 0.0% 7 years 472

First Lien Debt 972

Net First Lien Debt 922 5.1x 42%

Second Lien Term Loan (GBP) L + 825 bps 0.0% 8 years 265

Total Debt 1,237

Net Total Debt 1,187 6.6x 55%

Preference Shares 250 11%

Shareholder Equity 738 34%

Enterprise Value 3 2,175 12.1x 100%

1

8

ORGANIZATIONAL STRUCTURE

BB PLC(Target)

BBD Bidco Limited(BidCo)

BBD Parentco Limited 1

(Guarantor)

BBD Group Sarl (PrefCo)

BBD Holdings Sarl(EquityCo)

Pref Holder

BB PLC

SellingShareholders

TDRCo-Investor

BBD Topco Sarl(Lux HoldCo)

Bank debt£1,237m£1,855m (2)

Banking Group

£987m Ords

£737m Ords

£100m Ords

£637m Ords

£637m Ords

Pref Shares £250m

Repayment ofexisting debt

Existing Lenders£373m

1. Expected financial reporting entity2. Assumes BCA shareholders approve the Final Dividend of 6.65p per BCA Share and the Dividend Record Date occurs before the Scheme Effective Date. Refer to Scheme Document for details

9

TDR CAPITAL OVERVIEW AND INVESTMENT RATIONALEExperienced and Committed Sponsor Strong Track record In the Auto/Business Services Space

Founded in 2002, TDR Capital (the “Sponsor”) has been creating value by applying a high impact approach to investing in a focused portfolio of companies. Returns are driven by combining ambitious operational plans for portfolio companies with a rigorous focus on capital preservation

This strategy has resulted in a track record of consistent, superior returns and EBITDA growth across TDR’s portfolio

Currently manage over €8bn of committed capital across three European buyout funds

Team of 41 professionals whom have an average of almost 18 years of relevant experience

Total of 21 Investments (12 current; 9 realised) across automotive, business services, leisure, consumer and financial services

Jul 2014

Aug 2014

2019

Mar 2016

+1.7m vehicles fleet across 32 countries

Largest independent car-as-a-service business globally

+5,500 sites globally

Fast expansion through ambitious M&A and best-in-class convenience retail and food-to-go offering

900 sites across 14 countries

12 add-on acquisitions, including US market entry

TDR exited investment in Oct-2017

Established by LeasePlan in 2017 to disintermediate the fragmented used car value chain

Sells c.250,000 cars coming off-lease from LeasePlan’s fleet per year of which c.50k cars are sold directly B2C

Increasing supply of third party vehicles on its platform

Fully open to third party sellers

>33 delivery stores across >22 countries

BCA Investment Rationale

Deep Knowledge & Track-Record in Automotive

Platform for Growth

Europe’s Leading Used Vehicle Marketplace

Highly Defensible Cash Generative Business

2. Company Overview

11

CENTRAL POSITION IN THE USED CAR VALUE CHAIN

Sells toSells to

34%1

31%1

10%1

Consumers

Dealers

Fleet managers / Leasing / Rental & Corporates

OEMs

ConsumersSell throughVehicle

Remarketing

Dealers

CStorage, preparation, handling, refurbishment, transport => Physically enables the transactions

Automotive Services

Buys from

25

%1

Vehicle Buying

B A

Thro

ugh

Sells to

1. Percentage of supply in the UK

D

BCA came into contact with 10.7m unique vehicles in FY19, representing approximately one in three of all UK registered cars

12

EUROPE'S LEADING USED VEHICLE MARKETPLACE & AUTOMOTIVE SERVICES BUSINESS

£3,028mFY Mar-19 revenue

£180m5

FY Mar-19 Structuring EBITDA

83%FY Mar-19 cash conversion6

25,000 active buyers across UK and Europe7

12countries globally

7,280 average monthly employees in FY19

#1Vehicle Remarketing

#1 used vehicle marketplace in

Europe

c.2.5x largest competitor1

1,400,000+ vehicles sold in

FY19 on behalf of clients across Europe

77%

FY19 EBITDA2

47%

FY19 Revenue

A #1

1. In the UK2. Excluding group costs3. Management estimate4. Includes WBAC and international vehicle buying5. FY19 reported EBITDA of £171.9m + Cinch start-up costs of £2.5m + Plc cost saving of £2.4m + Run-rate adjustments of £3.5m6. Calculated as (EBITDA – Underlying Capex) / EBITDA7. Defined as having purchased in the last 3 months, as of 31 March 2019

Vehicle Buying

#1 vehicle buying service

in the UK

c.90% market share in UK3

c.280,0003 vehicles bought

in FY19

11 day inventory cycle

40%

13%

FY19 Revenue4 FY19 EBITDA3,4

B #1 Automotive Services

#1 transporter fleet in the UK

#1 UK inspect & collect business3

#1 new vehicle storage handling

& preparation business3

#1 de-fleet, refurbishment and

alloy wheel business3

13% 10%

FY19 Revenue FY19 EBITDA2

C #1 Cinch

Live since June 2019 with

75k vehicles at launch

3.4m potential customers

Lifestyle-based search

Integrated with WBAC

D

13

LARGEST INTEGRATED SERVICE PROVIDER ACROSS VEHICLELIFE-CYCLE

Proprietary database of vehicle information provides deep market insight

200 data points per vehicle

BCA Automotive moved

2.3m vehicles

DealerPro app valued

2.2m vehicles

Remarketing

sold 1.0m+ units

BCA Logistics moved

0.6m vehicles

InspectPro used

on 0.4m vehicles

13.8mvaluations

BCA came into contact with

10,700,000 unique vehicles in the UK in 2019

i.e. one out of every threevehicles in the UK car parc

14

THE LEADING PROVIDER OF VALUE AND LIQUIDITY TO VENDORS AND BUYERS

Maximise liquidity

Data

Data

Exchange

Maximise value

Dealers

Corporates (including leasing)

Vehicle Buying (and other)

OEMs

21%1

14%1

28%1

37%1

Over 300 Vendors Across UK

Maximise choice

Independent Dealers & Wholesale Traders

Franchised Dealers

End Users and Other

Over 13,000 Active Buyers Across UK2

1. % represent share of UK supplier volumes in FY192. Defined as having purchased in the last 3 months, as of 31 March 2019

15

LARGEST PAN-EUROPEAN VEHICLE AUCTION NETWORKA

• Multi-channel B2B vehicle exchange platform across the UK and Europe

- UK: 23 auction centres, 1,000,000+ vehicles sold in FY19

- International: 29 auction centres, 388,000 vehicles sold, active across 11 European countries in FY19

• Pre and post auction services

• 25,000+ vendors and buyers

• Full end to end outsourced remarketing services

• Vehicles simultaneously auctioned online and at physical BCA auctions

• One-Europe strategy

• Partner Finance enhances liquidity for dealers and increases customer demand

23 UK auction

centres

29 European

auction centres

#1

#1

#1

#1

#2

#1

#1

#2

#1

#1

#1

16

White label

Assured

Pre sale services

Supply Preparation Exchange 1.4m vehicles in FY191

Post sale services

Demand

DealerPro

Fleet Control Monitor

ValetCollection

Appraisal

Delivery

Inspection

Search

Imaging

Finance

Marketing

Physical auction

Live Online

BCA OnlineVehicle buying

Complex ecosystem of digital and physical fulfilment powered by proprietary data which drives revenue and is challenging to replicate while allowing for monetisation opportunities across the platform

Seller fees

Buyer feesLive

Online feesValet fees

Assured commission

Transport fees

Interest income

Financing feesSundry Fees Other fees

Inspection fees

Outsource Solutions: Auction fees and metal margins (price arbitrage)

A END-TO-END VEHICLE REMARKETING PLATFORM

Metal margin

1. Annual report 2019

Buyer App

Enhanced metal margin

Grade enhancement

International and Outsource solutions

WBAC

17

Full suite of outsourced solutions:

• 5-year contract awarded in May 2018- Over the next 5 years, BCA will solely defleet, refurbish, inventory manage

and remarket (both physically and digitally) vehicles on behalf of BMW UK, including 90% volume for its leasing business Alphabet

- Also been awarded a seven-year deal as inspect and collect provider to BMW and Alphabet

• Potential to drive incremental volume of 52,000 vehicles per annum

Contract Overview Corby de-fleeting Site

Showcases BCA's leading integrated outsourcing solutions offering and intimacy with key OEMs

“ The BCA operation in Corby demonstrates how innovation can be driven through a true

partnership. We have revised our approach towards our de-fleet programme to drive

efficiency and speed through the process.”

Stewart HodgesRemarketing Operations Manager, BMW UK

54 Acre Repurposed Facility

9.5k Vehicle Storage Capacity

181 Vehicles Per Day

286 Days per Annum

Pre-SaleCollection Inspection

Preparation

RemarketingAuction

Appraisal Refurbishment

CASE STUDY: BMW UK REMARKETING CONTRACT WINA

18

DEFINES THE VEHICLE BUYING MARKET, FURTHER FUELS AUCTIONS

Car is acquired by WBAC Transfer to a BCA location Preparation for sale

WBAC vehicle purchase process

• #1 market position in UK

• >7x nearest competitor WWAC1

c.90% market share in UK1

• Safety- Guaranteed sale- Secure payment- Trusted brand

• Speed- Car valuations in < 60 seconds

- 30 min appointment / transaction time

- Sell the same day / ability to conclude the sale within 60 minutes of obtaining online quote

• Convenience- Preliminary online valuation (24/7)

- Flexible appointment times (7 days per week)

- Quick payment

• Pricing- Fair price for motorists that value their time

- Consumers can save money vs. part-exchange

270 Physical locations

14 minutes avg. drive time to a

WBAC location in FY19

13,800,000vehicle valuations in FY19

Market leader

Control of Vehicle Supply de-risks Auction Volumes

UK Reach Compelling Position & Pricing Sophistication

WBAC locations

25% UK remarketing volumes supplied by WBAC

11 day cycle

B

Trusted by Consumers

• 51,000 reviews• Over 75% “Excellent”

1. Management estimate

Exchange

Av. 11 days

Disposal on

19

LEADING DATA SET AND PRICING ENGINE

Unique dataset granularity and algorithms provide ability to offer superior pricing real time, 24/7, in a highly automated way

B

1. List not exhaustive

More stock

More data and liquidity 7x more

volumes than closest

competitor

Relevant pricing data points used from up to

200 collected

20m Unique

website visits

14m Car

valuations o/w 7m Unique

582kAppointments

263k Cars

Purchased

£ 26,500

£ 27,259

£ 26,210

£ 25,175

2015 Porsche Cayman30,000 miles

2015 Porsche Cayman30,000 miles

£ 26,500

£ 27,259

£ 26,210

£ 28,620

Service history ~ £810 Previous owners ~ £2,370

Colour combination ~ £265

Offer spread1 £3,445

20

CASE STUDY: WBAC PODSB

• 270 active sites (FY19)

• c.180 non-Pod (office sites/other)

• c.90 Pods

• 300+ sites planned by March 20

• Rolled out in line with volume growth

• Stage estate growth slightly ahead of purchase volume

• Site location driven by search data and conversion metrics by postcode

• Each site targeted to buy c. 1,000 cars p.a.

• Non-Pod locations don’t present consistent branding and often hidden

• Pods positioned in highly visible locations – retail parks, Supermarkets, Garden centres

• Pods look professional and present clear branding

• Pods cost c.£25k installed – portfolio includes owned and rented

• Avg. weekly site cost of Pods is c.£400 vs c.£200 for non-Pod

• Pods are flexible, prominent and save advertising costs (billboards)

• Budget to relocate c.10% of the portfolio from non-Pod to Pod over FY20

• About to deploy first mobile Pod for locations available for part-weeks only

Site Expansion

Costs

Pods vs. Non-Pod Locations

Mobile Pods

21

VALUE ADDED AUTOMOTIVE SERVICES LOCK-IN VENDORS EARLY IN VEHICLE LIFE CYCLE

C

#1 UK transporter fleet, with 830 trucks

2.8m vehicles moved in FY19

389k vehicle inspections made in FY19

680k vehicles stored, refurbished

and processed in FY18

26 line haul routes operated in 2019Vehicle ServicesFleet Services

Vehicle Services Fleet Solutions

• Handling of bulk logistics through a fleet of transporters

Automotive

• Inspect and collect

• Single vehicle moves

Logistics

• Fleet management

• Fleet reporting

• Value-added de-fleet and refurbishment

• Reception and handling

• Pre-delivery inspection and preparation

• Storage and compound management

• Warranty and servicing

• Customisation and accessory fitment

One-stop provider of outsourced automotive services for OEMs

Deep Relationships with OEMs

Defendable Market Position

Defensible, central position in life-cycle Maximizing value at disposal

22

Used Cars

BCARemarketing

BCAAutomotive Services

AuctionsDealers & Car Supermarkets

Classifieds Consumers

+16% B2B price uplift from going directly to consumer1

# of Players in Europe

>2k >54k >100

BCA will gradually focus on the direct to consumer opportunity

BCA HAS GRADUALLY EXPANDED ALONG THE VALUE CHAIN TOWARDS CONSUMERS

D

1. Bidco estimate

23

CINCH: BCA’S DISRUPTIVE LIFESTYLE CAR BUYING OFFERINGD

What is Cinch Cinch At Launch

• Online lifestyle car business to sell cars to consumers, leveraging BCA’s data on cars and dealers

• Intuitive user-experience

• Backed by full market segmentation and consumer insights

• Developed for c.3.4 million consumers

• Fully integrated with

Cinch will evolve to improve the user experience and to cater for a range of in-life vehicle services

• c.75,000 vehicles on site at launch in June 2019 (building to c.150,000)

• Vendors include top 20 dealer groups and top 10 car supermarkets

• Supported by a national, multi-channel media marketing campaign to raise brand awareness

• Focus on quality over quantity

• Fee-based revenue model

Lifestyle–Based Search

Intelligence-

enriched,

qualified

enquiries

Intuitive, faff-free

experiences

3. Key Credit Highlights

25

KEY CREDIT HIGHLIGHTS

Market LeadingPosition and Scale

Attractive, Stable andUnderpenetrated Market

Superior Business Model Driving Strong Cash Flow

Generation

Strong and Resilient Financial Profile with Proven Track

Record

Platform for AcceleratedGrowth

Strong ManagementBacked by Experienced

Sponsor

100+Cumulative years

experience

Proven track-record9% volume, 20% EBITDA

CAGR since IPO1

Digital reach

Physical

fulfillment

Virtuous circle

marketplace

Consistent revenue, EBITDA and volume growth

Proven resilience through the cycle

Industry leading team

Not a downturnin the last 15 years

Experienced sponsor

One Europe

Scale drives success

#1 UK and European used

vehicle exchange

c.2.5x nearest competitor

Vehicle buying platform

Underpins challenges

to achieving scale

10,700,000 Unique vehicle

touch points

Large & stableused car market

Room for further penetration of auction channel

EU < UK < USConsistent UK

car parc growth

High margin auction business

Asset-light business

model

1

2

3

4

5

6

B2C opportunity

1. Excludes group costs

26

#1 IN UK & EU VEHICLE REMARKETING1

#1 UK Market Position With c. 60% Market Share1

Clear Leader with an Unmatched Pan-European Platform and a Fragmented Competitor Group

Scale Key to Winning Liquidity Scale Key to Winning Cross-borderScale Key to Superior Performance and

Capturing Market Share

Present in given location

#1 #2 - -

#1 -

#1 #2

#1 - #2 - -

#1 #2 - -

#1 #2 -

#1 #2 -

#2 #1 -

#2 - - -

- -

#1

#1

#1

#1

#1

#1

#2

#1

#2

BCA has outperformedthe market

Volume CAGR’08–19Volume

1.6%

5.8%

UK used carmarket

BCA UKremarketing

c.1m

c.400k

BCA

c.2.5x

+4.2 ppts

#2

#2

#2

#2

#2

#1

#2

Sources: Management information, HSBC Research, Department for Transport1. Management estimate

27

#1 VEHICLE BUYING SERVICE IN THE UK1

WBAC’s Scale, Service and Position Unmatched in the UKWBAC Continues to Outperform Its Competition, Grow Market Share and

Drive the Growth of the Third Disposal Channel2

#1 market position in UK

>7x nearest competitor WWAC1

270 Physical locations

14 minutes avg. drive time to a

WBAC location in FY19

Car valuations in <60 seconds

13,800,000vehicle valuations in FY19 WBAC locations

80%

5-10%10-15%

Market share

2013 2019

Consumer disposalchannels in the UK

Other

Other

Market Share

90%1

10%

Market share

2013 2019

1. Management estimate2. 2013 data sourced from BCA Prospectus

50%48%

2%

49%48%

3%

122k vehicles bought

260k vehicles bought

Consumer sells to dealers / Part exchange

Consumer sells to other consumers / Private sale

Vehicle buying

28

UNMATCHED SCALE POSES CHALLENGES TO ACHIEVING SCALE1

BCA’s relative market size, longstanding relationships with key vendors, density of its auction network, its multi-channel capabilities, combination of vehicle remarketing and vehicle buying, in-house logistic capabilities and unique access to data poses challenges to achieving scale

Scale & liquidity

1

Reputation and client retention

2

Multi-channel

3

Value added services

4

Unique logistic capabilities

5

Data

6

BCA’s came into contact with 10,700,000 unique vehicles in the UK in 2019, i.e. one out of every three vehicles in the UK car parc

Largest pool of buyers and vendors

Unmatched physical and digital infrastructure

Scale drives liquidity

Service offering hard to replicate

77% of top 18 vendor relationships > 10 years

Respected brand with 70+ year history

Market leader in physical and online remarketing

Hybrid and pure online auction model

Auction sites across UK and Continental Europe

Expertise to co-ordinate activities internationally

Pricing tools and appraisals

Inspection (#1)1, storage and handling (#1)1

Unmatched scale presents challenges for new entrants

Operating leverage and intragroup efficeincies

Fleet of 830 transporters – largest in the UK

Helps maximise margins

Allows for highly accurate pricing capabilities

Large pool of real-time data

1. Management estimate

29

ATTRACTIVE, STABLE AND UNDERPENETRATED MARKET (1/2)2

Driving License Holders Have Kept Rising Both in Absolute & Relative Terms1 The UK Car Parc Has Grown Steadily, Outpacing Population Growth2

Driving License Holders (m) Car Parc (m)

UK used cars transactions have consistently beenmultiples of new cars (& less volatile)3 The UK car parc historically churned more than other European countries4

Car Parc Churn (Used Car Sales Only)

Car Parc per 1k Population

28m33m

71%74%

67%

40%

50%

60%

70%

80%

90%

0

7

14

21

28

35

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018

% of 20-29 with driving licencesLicense holders % of pop with driving licences

300

350

400

450

500

550

15

20

25

30

35

40

19

95

19

96

19

97

19

98

19

99

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

08

20

09

20

10

20

11

20

12

20

13

20

14

20

15

20

16

20

17

20

18

20

19

E

20

20

E

Total Car Parc (LHS) Car Parc / Population (RHS)

% of Car Parc Changing Hands

25% 25%23% 22% 21% 22% 22%

23% 24%

18% 18% 18% 18% 17% 17% 18% 17% 17% 17%15% 15% 14% 13%

15% 15% 16% 15%8% 8% 9% 9% 9% 8% 8% 7% 7% 7%

0%

5%

10%

15%

20%

25%

30%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

GermanyUK France Italy Spain

67%

23%

16% 16%

7% 8% 7%7%7% 7%8% 8% 7% 7%

New car sales (m) Used sales / new sales

New car sales (scrappage scheme) Used sales / new sales (excl. scrappage)

Used car sales (m)

2.5 2.6 2.6 2.6 2.4 2.3 2.4 2.11.7 2.0 1.9 2.0 2.3 2.5 2.6 2.7 2.5 2.4

6.4 6.67.2

6.87.3 7.4 7.1

6.76.3 6.6 6.7

7.1 7.4 7.4 7.68.1 8.1 7.9

2.0

2.6x 2.6x 2.8x 2.6x3.0x 3.2x 3.0x 3.1x 3.7x 3.2x 3.5x 3.5x 3.3x

3.0x 2.9x 3.0x 3.2x 3.4x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

'01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18

Used

car / n

ew ca

r sales (ra

tio)

Vo

lum

es (

m)

Over ’08-’09 new car sales fell 19%, whilst used car sales only fell 6%

Sources: Department for Transport statistics (National Travel Survey), SMMT, ACEA/National Trade BodiesNote: Churn statistics sourced from IPO documentation1. Source: Department for Transport2. Source: Department for Transport, EIU3. Source: SMMT4. Source: IPO documentation5. Assumes Car Parc grows as previous year + new car growth (SMMT) - scrappage rate (assumed 2018)

5 5

30

ATTRACTIVE, STABLE AND UNDERPENETRATED MARKET (2/2)2

c.32m total UK car parc

c.8m used car transactions1

c.1.7m auctions

1m BCA2

UK auction penetrationhas been rising…

…resulting inoutperformance…

…but auctions remainunderpenetrated vs. US(even more so in Europe)

Sources: Company Information, SMMT, OC&C Report, Department of Transport1. Only includes transactions with change of owner2. 1.0m BCA UK transactions which includes c.78k LCV’s and c.3k motorbikes/caravans/others

vs c.3m C2C used car transactions

21% <5% c.29%

UK Europe US

18%20% 21% 21%

2008 2010 2013 2018

UK Exchange Market, % Used Car Transactions

+3%

Auction Penetration

Most developed auction market

1.6%5.8%

UK used car market BCA UK remarketing

Volume CAGR’08-19

vs

31

SUPERIOR BUSINESS MODEL…3

More volumes

BCA’s virtuous business cycle and wider product offering support the high margin UK remarketing business

91

92183

FY19 UKAuction EBITDA

per vehicle

FY19 IncrementalPartner EBITDA

per vehicle

FY19 Total EBITDAper Partner vehicle

Partner Finance2.0x

91

93184

FY19 UKAuction EBITDA

per vehicle

FY19 IncrementalWBAC EBITDA

per vehicle

FY19 Total EBITDAper WBAC vehicle

2.0x

Outsource Solutions

Automotive Services

MULTIPLIER

MULTIPLIER

ExchangeTransaction

fees

30% 32% 33%

FY17 FY18 FY19

High UK Auction EBITDA margin

Morevendors

Morebuyers

32

…DRIVING STRONG CASH FLOW GENERATION3

Fee based… …With Significant Pricing Power…

1. Underlying capex is adjusted for property and transporters that were refinanced via sale and leaseback and one-off property purchase2. Calculated as (EBITDA – Underlying Capex) / EBITDA

Seller Fees

Buyer Fees

Live Online Fees

Transport

Valet

Assured

InspectionFees

SundryFees

AdminFees

Au

ctio

n in

com

eA

nci

llary

inco

me

Commission on cars sold and entry fee on cars entered

Commission on cars bought

Flat fee for cars bought through LiveOnline

Income for the transfer of cars to/from auction site

Valet and otherpreparatory servicesfor auctioned cars

Road worthinessAssurance (AA partnership)

Income frominspection of cars

Income from fuel, key replacements, and parking

Income from fuel, key replacements, and parking

Top 50 buyers in the UK (% of total volumes)

9.2%

1%

Top

5b

uye

rs

6 -

10

11

-1

5

12

- 2

0

21

- 2

5

26

- 3

0

31

- 3

5

36

- 4

0

41

- 4

5

46

- 5

0

• Market leader with unmatched physical and digital

infrastructure

• Trusted brand with long term track record

• Efficient and transparent marketplace, thereby

maximising choice for buyers

• Large fragmented customer base

Inelastic demand

…And Low Underlying Capex1 Requirement…

…Resulting in Strong Cash Flow Generation

27

30 29

FY17 FY18 FY19

Capex (£m)

109 130 143

FY17 FY18 FY19

Operating cash flow (£m)

1.3% 1.2% 0.9%

% of revenue

80.2% 81.4% 83.4%

% cash conversion2

33

STRONG & RESILIENT FINANCIAL PROFILE, PROVEN TRACK RECORD

4

1. Calculated as (EBITDA incl. group costs – Capex) / EBITDA incl. group costs2. EBITDA excl. group costs3. FY19 excludes Cinch start-up costs of £2.5m

Not a Downturn in the Last 15 Years

26 27 30 30 3149 55 56 56 63 71

88110

129143

15

16

20

23

24

4

17

22

19

26 27 30 30 31

4955 56 56

63

86

108

147

173

186

710 714 739 766 770799

836 831 852909

999

1,221

1,303

1,3801,418

Dec 04A Dec 05A Dec 06A Dec 07A Dec 08A Dec 09A Dec 10A Dec 11A Dec 12A Dec 13A Dec 14A Mar 16A Mar 17A Mar 18A Mar 19A

Vehicle remarketing EBITDA (£m)2

Vehicle buying EBITDA (£m)2

Volumes (k)

Automotive services EBITDA (£m)2

112 126 131 EBITDA pervehicle (£)2

8937 66 6741 6639 6940 866138

3

Strong organic performance during the global financial

crisis

34

PLATFORM FOR ACCELERATED GROWTH (1/2)5

• Opportunity to create truly pan-European car liquidity by

leveraging “One Europe” strategy to support movement of cars

across borders (currently <20% of European auction volumes)

• One digital market place for Europe – various markets have high

online auction penetration, offering potential for high incremental

profitability as volumes grow

• Extending into new markets (Poland / Norway)

• Economies of scale

Accelerated growth supported by key strategic initiatives

• Ability to accelerate WBAC growth by deliberate reduction in metal

margins, thus growing the core auction volume

• Extend reach by growing retail estate with a higher proportion of

pods in accessible and visible locations (car parks) to drive

customer awareness

• Continue to increase opening hours of retail estate to access wider

customer base

One Europe Strategy

35

PLATFORM FOR ACCELERATED GROWTH (2/2)5

• Developed for an estimated 3.4m consumers wanting a more intuitive

search

• Signed the Top 20 dealerships and Top 10 car supermarkets in the UK to its

platform with more than 75k vehicles on its website on launch

• Business plan assumes on-boarding of further dealers and incremental

revenue streams from the development of new products and services

• Integration with WBAC allows consumers to value and arrange sale of

their old vehicles alongside a new purchase

Ability to expand along the value chain towards B2C used vehicle transactions, and access a market with 1.2m1 annual transactions

• Delivered either directly by BCA or in partnership with CarNext

• BCA and CarNext’s cooperation would be mutually beneficial with potential

to create the clear #1 player in the European B2C market with unmatched

scale

- BCA can leverage CarNext’s existing B2C platform and capabilities

- CarNext can leverage BCA’s physical infrastructure in the UK alongside

access to WBAC for trade-ins

- BCA can provide CarNext guaranteed access to a stream of high-quality

used vehicles under a long-term supply agreement

- B2C uplift to be shared between BCA and CarNext

Lifestyle car business to sell cars to consumers Direct selling to consumers

1. Bidco estimate

36

STRONG MANAGEMENT BACKED BY EXPERIENCED SPONSOR6

Executive Management Proven Delivery Experienced, Committed Sponsor

Executive Chairman

• Prior to becoming Executive Chairman of BCA:- Executive Chairman and

Deputy CEO of Stobart Group

- CEO of Autologic Holdings

- CEO of Universal Salvage

• Currently also Chairman of Safe

Harbour Holdings and Northgate

Avril Palmer-Baunack20+ years experience

Tim Lampert20+ years experience

Chief Financial Officer

• Prior to joining BCA: (i) Stobart Group, (ii) Autologic Holdings and (iii) Bombardier Inc

• Fellow of the Association of Chartered Certified Accountants

+20% EBITDA2, +10% EBITDA per vehicle2 and +9% Volume CAGR since the IPO

Successfully built out a full end-to-end service offering to meet customers’ ‘dock-to-de-fleet’ needs through four acquisitions and new service offerings

Further strengthened BCA’s market leadership in UK (SMA acquisition), and entered new European markets

Enhanced BCA’s digital and online offering

Strong track record in the Auto/Business Services space:

>€8bn committed capital across three buyout funds

Team of 41 professionals whom have an average of almost 18 years of relevant experience

Flat structure with considered succession planning

UK RemarketingDivisional COO with 25 years of

experience at BCA

International RemarketingCEO with 12 years of experience

at BCA

Vehicle BuyingWBAC founders still employed

COO with 7 years at WBAC

Automotive ServicesFour MDs with >100 years collective auto experience

CinchNew team experienced in Classifieds and Marketing

1. Post-qualified experience representing the number of years of experience since the successful completion of the respective qualifying examination2. Excludes group costs

GroupFD with 19 years of PQE1

Legal & CoSec over 25 years PQE

4. Historical Financials

38

BASIS OF PREPARATION• Key figures are presented on the same basis as reported in BCA Marketplace’s (the Group’s) public reporting unless otherwise stated. The primary sources of data

have been statutory accounts, Group management accounts (split by division) and other operating data, as well as other public information

- Audited accounts are available for FY17, FY18 and FY19

• FY17 refers to consolidated financial statements for the year ended 2 April 2017, FY18 refers to consolidated financial statements for the year ended 1 April 2018 and FY19 refers to consolidated financial statements for the year ended 31 March 2019

• The Group reports under IFRS. Recent changes to IFRS have been considered as follows:

- IFRS 15 revenue recognition was applied for the first time in FY19. The new standard has no impact on EBITDA but changes reported revenue: i) for principal revenue recognition for Takeover Sales (previously netted within cost of sales), and ii) to include fees charged to vendors for faster payment services in WBAC (previously netted within cost of sales)

- IFRS 16 leases is to be applied for the first time in FY20

• Reported figures are presented in millions of pounds Sterling (‘£m’) except where otherwise indicated. c.80% of EBITDA generated in GBP while the remaining c.20% is primarily earned in EUR, DKK and SEK on account of the International Remarketing and Vehicle Buying operations across Europe

- Foreign currency transactions are translated into the respective functional currency of Group entities using the exchange rates prevailing at the date of the transaction

- Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of unsettledmonetary assets and liabilities denominated in foreign currencies are recognised in the income statement

- Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction

• The Group completed a series of acquisitions over FY16 & FY17. This impacted EBITDA growth in FY17 as reported FY17 EBITDA did not include pre-acquisition EBITDA of £3m in FY17

• There are various inter-segment and intra-segment transaction flows. The most significant relates to intersegment revenues in Automotive Services, providing transportation, vehicle checks and other refurbishment services to UK Remarketing. For consolidated Group reporting, inter-segment revenues are eliminated

39

HISTORICAL PERFORMANCE – P&L SUMMARY

March 31 YE, £m FY17 FY18 FY19CAGR

FY17-19UK Remarketing 956 1,018 1,030 3.8%International Remarketing 347 362 388 5.7%

Vehicles sold ('000s) 1,303 1,380 1,418 4.3%Growth 6.7% 5.9% 2.8% n.a.UK Remarketing 754 941 1,242 28.4%International Remarketing 135 154 184 16.7%Vehicle Buying 837 981 1,220 20.7%Automotive Services 304 355 381 12.1%

Revenue 2,030 2,432 3,028 22.1%Growth 76.0% 19.8% 24.5% n.a.

Total costs 1,894 2,272 2,856 22.8%UK Remarketing 84 99 109 14.1%International Remarketing 26 30 34 13.4%Vehicle Buying 20 23 24 11.4%Automotive Services 17 22 19 5.1%Cinch 0 0 (3) n.a.Group Costs (11) (14) (12) 2.6%

EBITDA 136 160 172 12.6%Margin 6.7% 6.6% 5.7% n.a.

Key KPIs (£)Revenue per vehicle 1,558 1,762 2,135 17.1%EBITDA per vehicle 104 116 121 7.9%

• Remarketing volumes grew at a 4.3% CAGR to reach 1.4m in FY19

- Volumes in FY19 impacted by temporary OEM channel disruption due to WLTP, offset by WBAC

• BCA grew revenues across all divisions with a total revenue CAGR of 22.1% to reach £3,028m in FY19

• Flexible cost base predominantly consisting of variable metal costs, services direct costs and semi variable employment costs

• Total EBITDA grew at a CAGR of 12.6% to £172m In FY19 driven by growing volumes and EBITDA per vehicle

• Growth in EBITDA per vehicle was driven by

- Operating leverage, use of own transport and cost efficiencies with increasing volumes

- Buyer fees increases

- Incremental metal margin generated on Vehicle Buying and Outsource Solutions

- Increased penetration of services such as BCA Assured and Partner Finance

2,070 267 323 91

30

75

Metal costs Services direct costs Employment costs

Establishment costs Marketing costs Other costs

FY19 Cost Breakdown (£m)

40

HISTORICAL PERFORMANCE – UK REMARKETING

Revenue (£m), volume (‘000s) and EBITDA / vehicle

88 97 106

EBITDA / vehicle

Partner Finance EBITDA (£m)

76 88 94

29.7%32.0%

33.2%

0

0

0

0

0

0

50

100

FY17 FY18 FY19

EBITDA EBITDA margin

UK Auction EBITDA (£m)

• Volume CAGR of 3.8% driven by WBAC and Outsource Solutions

• UK Auction revenues have grown at a CAGR of 4.9% over FY17-19, driven by i) 3.8% volume CAGR; and ii) 1.1% revenue per vehicle sold CAGR, driven primarily by annual buyer fee price increases with marginal benefit from higher ASP of vehicles

• UK Auction margin and EBITDA per unit growth was driven by operating leverage (growing volumes) despite cost inflationary pressures (minimum wage and rates increases)

• Partner Finance EBITDA growth is volume driven, offset by reduced effective interest income as customers realise volume discounts vs flat interest expense

80 86 91

EBITDA / vehicle

7 10 12

58.7% 59.8% 60.5%

00000111

0

5

10

15

FY17 FY18 FY19

EBITDA EBITDA margin

10.9%

CAGR

29.5%

CAGR

6.9%

64 76 92 20.2%

EBITDA / vehicle

257 274 283

485 652

940 12 16

19

754

941

1,242

956 1,018 1,030

0

200

400

600

800

1,000

1,200

1,400

0

200

400

600

800

1,000

FY17 FY18 FY19

UK Auction Cars Sold with Title Partner Finance Volume

4.9%

39.3%

27.6%

28.4%

CAGR

3.8%

9.9%

41

PARTNER FINANCE: ADDING LIQUIDITY TO THE AUCTION

• £200m non-recourse Partner Finance facility

provides stock funding to dealers for vehicles

and part-exchanges

- Ability to finance 100% of hammer price (limit set per account), thereby increasing buying power

• Simple terms

- Available for all BCA vehicle grades, no mileage or age restrictions

- No capital repayments required (up to 120 days)

• Convenient offering

- Electronic transfer of invoice

- Instant funding

Simple and attractive solution for buyers

• Quick turnaround; average loan duration of

c.60 days (up to a maximum of 120 days)

• Asset security (car titles and personal

guarantee)

• Well established credit scoring

• c. 70% LTV across loan book

• Very low impairment of only c.$300k per

annum or 0.03% of c.£1bn total loans in a year

• Provided to selected c.1,100 dealers out of a

large fragmented buyer base of 13,000

Low risk proposition

• Net interest margin and fees accrue to BCA

• Highly profitable, 60% historic EBITDA margin

• 12% penetration of total cars sold in UK

• Enhances liquidity of 8-9% of client base

• Tangible potential to expand penetration and

finance external purchases

Convenient, low-risk solution that boosts liquidity, and is highly profitable

Drives both volumes and profitability

A

42

HISTORICAL PERFORMANCE – INTERNATIONAL REMARKETING

Volume (‘000s)

347 362 388

FY17 FY18 FY19

• Volumes grew at a 5.7% CAGR to 388k, driven by France (+19k, 9.0% CAGR); and Sweden (+6k, 26.6% CAGR) and Denmark (+8k, 16.8% CAGR) which were supported by cross-border sales into Germany and the Netherlands

• Revenues grew at a 16.7% CAGR to £184m, driven by volumes as well as:

- Online fees: 100% sales are online in Sweden and France, with a growing proportion in Denmark

- Exports : proportion of cross-border sales grew by 2.3ppts p.a. generating higher revenue via export fees (e.g. €199 per vehicle in Sweden)

• EBITDA reached £34m over the period (CAGR: 13.5%) driven by

- Growing higher margin online sales (Denmark, Sweden, France)

- Growing higher margin cross-border sales (Denmark, Sweden)

• EBITDA growth was slightly offset by (i) one off impact of a government scrapping scheme in France in FY18; and (ii) client loss in Germany – addressed via management change, focus on efficiency, volumes and growth opportunities

Revenue (£m)

135154

184

FY17 FY18 FY19

EBITDA (£m)

26 30 34

19.4% 19.5% 18.3%

-9%

1%

11%

21%

0

10

20

30

40

FY17 FY18 FY19

EBITDA EBITDA margin

75 83 87

CAGR

13.5%

7.3%

EBITDA / vehicle

CAGR

16.6%5.7%

CAGR

43

HISTORICAL PERFORMANCE – VEHICLE BUYING

Revenue (£m) and volume (‘000s)

798 920 1,113

39 60

107 837

981

1,220 201

231

280

0

50

100

150

200

250

300

0

200

400

600

800

1,000

1,200

1,400

1,600

FY17 FY18 FY19

WBAC International Volume

4,164 4,245 4,356

Revenue / vehicle

• Revenues grew at a 20.7% CAGR to £1,220m in FY19, driven by:

- Volume growth (CAGR: 18.0%) supported by increased number of sites, extended opening hours, more branded pods, marketing investments and improved website conversions

- Revenue per vehicle increase (CAGR: 2.3%) due to change in vehicle mix (more vehicles sold under age of four years)

• EBITDA grew at a 11.3% CAGR to £24m in FY19 driven by higher volumes

• Margins decreased slightly in FY19 driven by:

- WBAC EBITDA per vehicle decrease due to a deliberate reduction in metal margins to drive volumes and support the high margin remarketing business to: (i) offset the temporary impact of WLTP; and (ii) build buffer volumes ahead of planned Brexit date of 29 Mar 2019

- Gearing for future growth via increased headcount and other costs associated with the real estate expansion

20 23 24

2.3% 2.3%2.0%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

0

5

10

15

20

25

30

35

40

FY17 FY18 FY19

EBITDA EBITDA margin

EBITDA (£m)

EBITDA / vehicle

97 100 86

11.3%

CAGR

18.1%

65.9%

20.7%

CAGR

18.0%

2.3% (5.7)%

44

HISTORICAL PERFORMANCE – AUTOMOTIVE SERVICES

7 8 8

4 6 5

4

3 4 3

5

2 17

22

19

5.7% 6.1% 5.0%

(0)

(0)

0

0

0

5

10

15

20

25

30

FY17 FY18 FY19

Automotive Logistics Vehicle Services

Fleet Solutions EBITDA margin

Revenue (£m) EBITDA (£m)

80 93 105

65 63 72 54

69 75

104 131

130 304

355 381

0

100

200

300

400

FY17 FY18 FY19

Automotive Logistics Vehicle Services Fleet Solutions

• Automotive Services platform is challenging to replicate and is used to seek internal efficiencies to help drive margins of the overall business (mainly in UK Remarketing)

- Helps to lock-in volumes early in the lifecycle of a vehicle and provide a variety of value-added services which makes BCA’s offering more attractive to customers

• Revenue grew at a 12.1% CAGR over the period driven by:

- Automotive (provides bulk logistics; CAGR: 14.4%) following growing external moves and expansion of the truck fleet (+94 over the period)

- Vehicle Services (handles new vehicles at port / factory gate; CAGR: 18.3%) as a result of incremental contract wins and the addition of port operations in Southampton

- Full year impact of the Paragon and Supreme Wheels acquisitions

• EBITDA grew to £19m (CAGR: 5.2%) over the period, although EBITDA fell by £2.4m in FY19 (1.1ppt margin impact) due to:

- Temporary delays to new vehicle registrations arising from WLTP legislation. This resulted in delays to fleet operators’ replacement and refurbishment cycles (impacting Fleet Solutions) and reduced the flow of new vehicles to the UK (impacting Vehicle Services)

- Fuel cost pressures in FY19, which although are mitigated through pass-through mechanisms, created a short term lag effect on EBITDA

- A higher proportion of the truck fleet (Automotive) being used for internal moves which are charged at a lower mark-up and often cover shorter distances at lower rates than external moves

14.4%

4.9%

18.3%

11.4%

12.1%

CAGR

7.3%

13.2%

5.6%

(15.1%)

5.2%

CAGR

45

HISTORICAL PERFORMANCE – CASH FLOW SUMMARY

March 31 YE, £m FY17 FY18 FY19CAGR

FY17-19

EBITDA 136 160 172 12.6%

Margin 6.7% 6.6% 5.7%

Underlying capex (27) (30) (29) 2.9%

% Revenue 1.3% 1.2% 0.9%

Operating cash flow 109 130 143 14.9%

Cash conversion 80.2% 81.4% 83.4%

Finance lease repayments (6) (7) (9)

Change in operating NWC 23 45 (27)

Change in Partner Finance NWC (20) 2 (9)

Rent cash adjustment (2) (2) (2)

Unlevered free cash flow (pre-tax) 104 167 97

1

3

5

4

2

• Underlying capex is determined by adjusting net capex for sale and leaseback transactions and one-offs

- Declined as a proportion of revenue reflecting the asset light nature of the business. This results in high cash conversion of c. 80%

• Asset-light business model is underpinned by

- Majority of BCA auction sites held on long term leases

- Most purchases of transporters and property refinanced via sale and leaseback

• Cash costs of servicing finance leases relating to refinanced trucks (net of interest)

• BCA has structurally negative working capital driven by remarketing

- Cash received from the hammer prices and buyer fees are held as a liability before being remitted to the vendor (net of fees)

- Year end NWC can be significantly impacted by auction timings (and associated cash flows) and Easter holidays

- FY19 outflow due to inventory build-up via WBAC to offset short term impact of WLTP and in anticipation of Brexit

• Change in Partner Finance NWC is comprised of changes in receivables from buyers to whom BCA provided loans offset by borrowings under the £200m Partner Facility

- Average Loan to value (“LTV”) has increased from 62% in FY18 to 68% in FY19

- Secured by the vehicles sold and personal guarantees from the owners of dealerships further mitigate default risk

• The cash cost of auction site leases was c.£2m higher than the P&L expense in EBITDA

1

2

3

5

4

46

19 58 59 79145

224 241 262

(220)(361) (424) (438)

(56)(79) (124) (96)

FY16 FY17 FY18 FY19

Inventory Trade and other receivables Trade and other payables

HISTORICAL PERFORMANCE – CAPEX AND NET WORKING CAPITAL

Capex

• Stable and low underlying capex is underpinned by sale and leaseback transactions

• BCA has increased the size of its transporter fleet from 540+ trucks in FY16 to 830 trucks in FY19

• Disposals proceeds are related to owned assets sold as part of asset replacement cycle (e.g. company cars and trucks)

Working capital

• The Group has a negative working capital profile primarily driven by remarketing

• Inventories at Mar-19 primarily relate to £34m for Outsource Solutions, £29m for WBAC and £7m for Vehicle Buying International

- Inventory increase driven by Outsource Solutions (£22m / £34m in FY18 / FY19) and Vehicle Buying (£29m / £36m in FY18 / FY19)

• Trade and other receivables at Mar-19 primarily consist of:

- Trade receivables (£182m): related to gross auction proceeds and Automotive Services

- Other receivables (£37m) related to export duty and VAT

- Accrued income (£36m) primarily related to Automotive services

- Prepayment for auctions site leases (£8m)

• Trade and other payables at Mar-19 primarily consist of:

- Trade payables of (£265m): auction proceeds due to external vendors

- Accruals and other payables (£148m): primarily relate to operating costs

Net and underlying Capex (£m)

Operating net working capital (£m)

+23 +45 -27

Cash impact of change in NWC

March 31 YE, £m FY17 FY18 FY19

Gross capex (64.7) (62.8) (44.6)

% Revenue 3.2% 2.6% 1.5%

Disposal proceeds - 3.1 5.9

Total sale and leaseback proceeds 26.2 28.5 10.2

Timing adjustment1 6.1 1.5 -

Add-back one-off purchase of property2 5.5 - -

Underlying capex (26.9) (29.7) (28.5)

% Revenue 1.3% 1.2% 0.9%

1. Capex spend in the year not refinanced until the following year2. One-off property purchase in FY17 of £5.5m is related to Grimsby. In FY17, BCA also made a £4.5m exceptional profit on a sale and leaseback transaction. This has been removed from disposal proceeds to calculate underlying capex

5. Syndication Overview

48

SUMMARY OF TERMS

Revolver 1L Term Loan 2L Term Loan

Borrower BBD Bidco Limited (“BidCo”)

Facilities: £150m Revolving Credit Facility£500m Term Loan B£472m Term Loan B

£265m Second Lien Term Loan

Ranking First lien Second Lien

Maturity: 6 years 7 years 8 Years

Margin L + 325 bps L / E + [•] bps L + 825 bps

EURIBOR/LIBOR Floor 0.0%

Call Protection n.a. 101 soft call for 6 months 102, 101, Par

Financial Covenants: 9.25x 1L Net Leverage (Springing) None

Documentation English Law

49

TIMETABLE

Date Event

10th September Lender Bank Meeting

24th September Unconditional Commitments Due

25th September Allocation

Late October Expected Closing of Transaction

Key Transaction Dates

M T W T F S S

1

2 3 4 5 6 7 8

9 10 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28 29

30

September

Q&A

Appendix

52

BCA HISTORY

53

INNOVATION LEADER, ADDING VALUE AND DRIVING STICKINESS

BCA Buyer

Continuous data collection from multiple sources allows for extra value added to BCA’s services

Recent / Upcoming Developments

• Acquisition of remaining 49% stake in AutosOnShow

• Developed the next generation of the BCA Dealer app

• Investments in state of the art technology including facilities for handling electric and hybrid vehicles (BCA Fleet Solutions)

• Launch of Buyer App combined with ability to engage in app-based bidding on vehicles

Online auctions represent an increasing percentage of total volume

UK International

Online as % of Volume

• Consistent and high quality imagery• Allows dealers to advertise the vehicles as soon as they’re

bought

• Shortens time between de-fleet, retailer forecourt and retail sales significantly

• Enables online buyers to participate in physical auctions combined with search tools and messaging service to engage with the clerk

• Multiple auctions can be accessed from one location

• Live auction prices can be directly fed into BCA’s valuation tools leading to high pricing accuracy

• Allows dealers to value part-exchange vehicles in relation to retail sales

• Overall simplification of the remarketing process

• Leads directly to increased sales of BCA’s dealers as dealers can build long-term relationships with their customers

Benefit to customers Benefit to BCA

• Allows dealers to bid for time limited online auctions, independent of any physical auction

• Increases amount of auctions

• Provides full report on vehicle’s condition, any damages, proposed repair method and associated costs

• Reduces time from the end of the lease to the vendor receiving payment for the sale of the vehicle

• Real-time access to live auction information, facilitating the navigation of the buying process, aggregating data of multiple auction centres

• Alerts buyers when vehicles are approaching auction slot and suggests similar vehicles if auction is over

DealerPro

BCA Buyer

Live Online

BidNow

InspectPro

30.7% 32.3% 30.6%

66.0% 68.6% 70.0%

0%

20%

40%

60%

80%

2017 2018 2019

54

BREXIT POSES LIMITED CONCERN AS KEY PROVIDER OF LIQUIDITY

Source: Broker Research, Company Information1. EBITDA excl. group costs2. FY19 excludes Cinch start-up costs of £2.5m

Outperformance Through-the-Cycle Minor Disruption Potential

• The company and the market do not expect significant disruption from a deal-based or no-deal Brexit in the short to medium term

• Cross border transactions between UK right-hand drive and left-hand drive international market are limited

Concerns

• New border rules and tariffs could bring additional costs for OEMs that import car parts and export assembled vehicles

• Potential one-off effect until import logistics scaled to meet requirements in case of hard Brexit (e.g. additional facilities at ports)

• Currency devaluation and trade tariffs create an upward pressure on new vehicle prices, potentially impacting the used car market

Mitigation Levers and Upsides

• Consumer liquidity enabler - experienced increased volumes in previous downturn as BCA’s auctions provide the most liquid platform for selling used vehicles

• Growth in International markets – no significant interdependency with UK market

• Accelerating WBAC growth – WBAC can flex margin to drive desired volume

• Scalable cost structure - 80% variable vs. 20% fixed

• Ability to adjust prices and marketing spend in the short run to drive desired volume

• Market leader – able to weather a downturn and benefit from any competitor weakness, particularly from franchised dealers

BCA Trend of Volume and Mgmt. Adjusted EBITDA

Vehicle remarketing EBITDA (£m)1

Vehicle buying EBITDA (£m)1

Automotive services EBITDA (£m)1

Strong organic performance

during the global financial crisis

2

UK Remarketing volumes (k)

Int’l Remarketing volumes (k)

27 30 30 3149 55 56 56 63 71

71110

129 1431516

20

2324

4

17

2219

27 30 30 3149 55 56 56 63

86

86

147

173186

581 589 582 576 593 614 596 596 647702

702

9561,0181,030

133 150 184 194 206 222 235 256 262 297 333 347 362 388

Dec05A

Dec06A

Dec07A

Dec08A

Dec09A

Dec10A

Dec11A

Dec12A

Dec13A

Dec14A

Mar16A

Mar17A

Mar18A

Mar19A

55

(40.0%)

(20.0%)

0.0%

20.0%

40.0%

60.0%

80.0%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

(40.0%)

(20.0%)

0.0%

20.0%

40.0%

60.0%

80.0%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

CONTINUED AND STRONG DEMAND FOR USED DIESELS

Source: Broker Research, Company Information, DVLA

Substitution to Alternative Powertrain

• Revenue model reliant on volume driven by vehicle churn not pricing

- 5% reduction in average selling prices translates to c.0.7% reduction in buyer fees

- Increasing churn driven by changing consumer tastes offsets any pricing impact

• Ambivalent to changing trends of powertrain

• Focus remains on demand in the market, substitution of petrol to diesel not relevant

Low Impact on BCA

Diesel Vehicles Transactions Have Increased

Y-o-y New Car Registrations

% of UK BCA sales

Diesel48.9%

Petrol49.9%

Other1.2%

Diesel Petrol

Diesel34.0%

Petrol65.0%

Other1.0%

% of UK used car sales

2013 2018

Diesel54.2%

Petrol43.8%

Other2.0%Diesel

42.0%

Petrol56.0%

Other2.0%

% of UK BCA sales% of UK used car sales

56

HISTORICAL PERFORMANCE – MONTHLY NET WORKING CAPITAL

(500)

(400)

(300)

(200)

(100)

0

100

200

300

400

500

Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19

Inventories Trade and other receivables Trade and other payables NWC

£m FY18 FY19High 0.2 4.8

Average (48.1) (53.2)Low (76.2) (94.8)

• BCA has a negative NWC profile driven by the timing of cash receipts from the sale of vehicles in UK auctions

• UK auctions are closed between Christmas and New Year which leads to a decrease in Trade payables and Trade receivables and a deliberate increase in inventory at month end to ensure the auctions are well stocked for the new year re-opening

• WBAC inventory increased more than usual between Dec-18 and Feb-19 as a result of management increasing stock in response to market uncertainty as the Brexit deadline approached. In addition, from Dec-18 to Feb-19, management took a more active role in purchasing vehicles under Outsource Solutions

• March is typically a seasonal peak in volumes which, along with delayed payments, drive a larger payables balance at year end compared to the LTM average. Easter fell on 1-Apr-18 (YE date) which led to the delay in a number of payments to post at YE

£m

1 1

1

2

2

57

WLTP DRIVING SHORT TERM VOLATILITY, THOUGH A MEDIUM TERM TAILWIND

Source: Broker Research, SMMT, OICA

• September 2017 – Application of WLTP to vehicle models introduced on the market for the first time

• September 2018 – Application of WLTP to all new car registrations, with exception being made for limited number of unsold vehicles in stock

• September 2019 – Application of WLTP to all new car registrations, including unsold vehicles in stock

• Future – Continuous monitoring of car fleet compliance through specific WLTP targets

After Supply Distortions and Consumer Uncertainty from Lack of Preparation in 2018, OEMs Better Prepared to Tackle the Next Wave of Regulations in SEPTEMBER 2019

“Audi has reduced the number of engine-transmission variants by 30% and increased its test-bench capacity by 30% and transferred 300 employees from pre-series working to homologation.”

“However, we think the effects should be less significant than in 2018, given the product portfolio simplification carried out by OEMs in 2019 (e.g., in 2019 Volkswagen has reduced its engine-gearbox combinations by 20%).”

“RDE expectations (Sept ’19) – won’t have the same delays as WLTP and they’ve built time into their schedule to deal with testing procedures.” [Daimler]

“And it has recently put in place software (up and running for five months now) to manage production, inventories and sales based on CO2 emissions, with a margin of error of 0.1g.” [Peugeot]

“Therefore, carmakers may try to reduce inventories until the legislation is in effect to avoid having to certify the models again.”

Santander, 20th May 2019

Deutsche Bank, 24th June 2019

Evercore ISI, 3rd May 2019

Santander, 20th May 2019

Societe General, 3rd May 2019

Increased Testing Capacity Through

Facilities and Manpower

Simplifying Product Portfolio

Improved Planning for Testing Procedures

Increased Use of Technology

Temporary Reductions in Inventory

Used Car Transactions, k % LTM Change

(8%)

(3%)

2%

7%

12%

100

200

300

400

500

600

700

800

Jan-17 Jul-17 Jan-18 Jul-18 Jan-19

AB

Future-proofing Car Manufacturing by Reducing CO2 Emission

• RDE appears to be a small one-off expense for new diesels• This is unlikely to affect BCA consumers who can simply choose unaffected petrol vehicles LTM ChangeMonthly UK Used Car Transactions

Downsizing – Engine downsizing and/or

optimization to keep same performance

but at lower fuel consumption

Electrification – Increasing electrification driving lower fleet CO2

Light Weight – Reducing weight of

the vehicles by material, construction

or technology optimization

A

C

B

1

3

2