Brown & Hurley - Schmitz Cargobull and Freighter Group

MN-30033

Schmitz Cargobull Victoria Holding (**SCBV**) holds a 75% interest in Freighter Group Pty Ltd (**Freighter Group**), with options to increase its interest to 100%. Freighter Group is an Australian trailer manufacturer. SCBV is a special purpose vehicle owned by Schmitz Cargobull Australia Holding Pty Ltd (**SCBA**), a wholly owned subsidiary of Schmitz Cargobull AG. Brown & Hurley Group Pty Ltd (**Brown & Hurley**) proposes to invest in SCBV through its wholly owned subsidiary B&H Trailers Pty Ltd (**BH**). BH will provide a convertible note and loan facility to fund SCBV's increased shareholding in Freighter Group (the **Acquisition**). If the note is converted, BH will hold a 25% interest in SCBV and an indirect minority interest in Freighter Group. The Acquisition also establishes a joint venture between SCBA and BH, described **below**. **Goods or services supplied by the parties** Brown & Hurley is an Australian truck and trailer dealer group operating in Queensland and northern New South Wales. It sells new and used trucks and heavy-duty trailers, and provides servicing, repairs and parts. Schmitz Cargobull AG is a European trailer manufacturer. Its former Australian subsidiary, Schmitz Cargobull Pty Ltd (SCB AU), ceased operations on 31 May 2025. Freighter Group is an Australian manufacturer and supplier (through its own dealership network) of refrigerated trailers, non-refrigerated trailers, spare parts, servicing, fibreglass composite panels and telematics. **Transaction structure** The Acquisition involves BH acquiring an indirect minority interest in Freighter Group through its 25% interest in SCBV. The Acquisition also establishes an unincorporated joint venture (JV) between Brown & Hurley and SCBA in their capacity as shareholders of SCBV, the majority owner of Freighter Group. Under the JV, both shareholders will refer certain business opportunities related to specific product lines (JV Product Lines) to SCBV. The referral mechanism applies to opportunities to: a.    acquire businesses that manufacture, assemble, distribute or sell JV Product Lines; or b.    sell, distribute or deal in JV Product Lines. SCBV's board will decide within a specified timeframe whether to pursue referred opportunities. If SCBV declines or does not respond, the referring shareholder may pursue the opportunity independently. The referral regime applies only to the JV Product Lines which means tautliners, semi-trailers, skels, refrigerated and dry freight vans, trailers and rigid bodies, tippers, truck body and dog tippers, live bottom trailers (excluding walking floors), and rigids. Brown & Hurley anticipates that the JV may result in its current retail trailer partners terminating their distribution agreements with Brown & Hurley. If they do not, Brown & Hurley is likely to terminate these agreements.