Regulatory Announcement of Inside Information Published: 20.03.2013 at 8:00

AAA AUTO GROUP N.V. (A public company with limited liability incorporated under the laws of the Netherlands)

INFORMATION CIRCULAR TO SHAREHOLDERS IN RELATION TO A PROPOSED SHARE BUY-OUT AND DELISTING For the extraordinary general meeting of shareholders of AAA Auto Group N.V. to be held on 29 March 2013 at 9.30 hours CET at Luchthaven Schiphol, Exchange Avenue, Conference Hall Staeten I & II, Evert v/d Beekstraat 202, 1118 CP Schiphol, the Netherlands (the EGM). The information included in this circular (the Information Circular) relates to the proposal of the founder and majority shareholder of AAA Auto Group N.V. (the Company), subject to the approval of the general meeting of the Company (the Shareholders Resolutions), to delist all issued and outstanding 67,757,875 ordinary shares in registered form, with a nominal value of EUR 0.10 each, of the Company (the Shares), from trading on the Prime Market organised by Burza cenných papírů Praha, a.s. (the PSE) and on the Budapesti Értéktõzsde Zrt. (the BSE) (the Delisting) and, preceding thereto, to make an offer to the shareholders of the Company to buy their Shares (the Buy-Out and together with the Delisting, the Transactions), in exchange for a consideration in cash. The purpose of this Information Circular is the provision of further information on the procedures and proposed timing of the Transactions in addition to the agenda and explanatory notes to the EGM Convening Notice, which were published on 14 February 2013 and the public announcement on 1 March 2013, which can be found on the Company’s website www.aaaauto.nl and are available at the offices of the Company at Dopraváků 723, Praha 8, the Czech Republic.

1 AAA Auto Group N.V., Amsterdam, Netherlands, with registered address: Dopravaku 723, Prague 8; IC: 28215044 www.aaaauto.nl

INTRODUCTION On 28 August 2012, the Company announced in a press release that the founder and majority shareholder of the Company, Mr. A.J. Denny, intended to sell his majority stake in the Company following his retirement from the position of CEO. The formal sale process was aborted in December 2012 due to adverse prevailing market conditions, as was announced in a press release on 14 December 2012. Since the preliminary discussions with strategic investors indicate their preference in private companies, the Delisting is viewed by the Company as a step aimed to simplify the sale process and the approach of potential strategic investors who would be able to continue the Company’s expansion and development. The Company hence supports the majority shareholder’s proposal as beneficial for the Company’s further growth and stability. Prior to the Delisting, the Company will offer the shareholders to buy back their Shares. This offer process is summarised below. The BSE regulations for listing, continued trading and disclosure and the Act CXX of 2001 on the capital markets of Hungary (the Hungarian Capital Markets Act) apply to the Transactions in respect of Shares admitted to trading on the BSE. The Czech Act No. 256/2004 Coll., on Undertaking on Capital Market (the Czech Capital Markets Act) and the PSE exchange rules apply to the Delisting from the PSE (the PSE Rules). The Company will finance the Buy-Out from its existing credit lines, available cash and to the extent necessary from additional short term loans. The majority shareholder shall not tender its Shares to the Company. BUY-OUT PROCESS AND BUY-OUT PRICE I.

Delisting from the BSE and Mandatory Share Buy-Out The Company will notify its Hungarian shareholders registered with Keler Zrt., the Hungarian central clearing agency and central depositary, at their registered address of the decision for the Delisting within five (5) business days following the date on which the Shareholders Resolutions were adopted, which notification includes inter alia information about (a) the adoption of the Shareholders Resolutions, (b) specification of the Shares and (c) the date of the proposed Delisting (the Company Statement). In addition, the Company shall publish within five (5) business days following the date on which the Shareholders Resolutions are adopted the Company Statement on its website, and in a daily newspaper of nationwide circulation in Hungary. The period between the date of submission of the notice of Delisting to the BSE being the first business day after the date on which the Shareholders Resolutions are adopted and the date of Delisting of the Shares from the BSE may not be less than sixty (60) BSE trading days. If the Company satisfies the conditions set out in the Hungarian Capital Markets Act, the BSE shall provide for the Delisting of the Shares admitted to trading on the BSE and remove such Shares from the list of traded securities on the effective date of Delisting. The expected effective date of Delisting is 28 June 2013 as contemplated on the date of this Information Circular. Subject to the Hungarian Capital Markets Act, any shareholder - excluding those who voted in favor of the Shareholders Resolutions - whose Shares are directly affected by the Delisting from the BSE, may request the Company, within a period of sixty (60) calendar days being a forfeit deadline following the date of the publication of the Shareholders Resolutions which publication is contemplated to be carried out on the first business day after the date on which the Shareholders Resolutions are adopted (the Buy-Out Period), to purchase its Shares (the Put Option). Any exercised Put Option may not be withdrawn.

2 AAA Auto Group N.V., Amsterdam, Netherlands, with registered address: Dopravaku 723, Prague 8; IC: 28215044 www.aaaauto.nl

Put Option Price Pursuant to Subsection (1) of Section 63/A. of the Hungarian Capital Markets Act, the price quoted for the Shares subject to the Put Option (the Put Option Price) cannot be less than: "a) the volume weighted average price of transactions on the regulated market for the one-hundredand-eighty-day period preceding the date when the decision for delisting was adopted, taking also into consideration of what is contained in Subsections (2)-(4); b) the highest price contracted for the transfer of the company's shares by the issuer within the onehundred-and-eighty-day period preceding the date when the decision for delisting was adopted; c) the volume weighted average price of transactions on the regulated market for the threehundred-and-sixty-day period preceding the date when the decision for delisting was adopted, if available, taking also into consideration of what is contained in Subsections (2)-(4); d) the sum total of the contracted call price and the commission for a purchase or repurchase option exercised by the issuer within the one-hundred-and-eighty-day period preceding the date when the decision for delisting was adopted; e) the sum total of the contracted call price and the commission for a purchase or repurchase option contracted by the issuer within the one-hundred-and-eighty-day period preceding the date when the decision for delisting was adopted; f) from the amount of equity capital per share, the maximum amount." It follows from Subsection (2) of the Hungarian Capital Markets Act that if, in the case referred to in paragraph a) above, during the period specified therein, less than thirty-six (36) transactions in the Shares were concluded, the volume weighted average price shall not be applied. It follows from Subsection (3) of the Hungarian Capital Markets Act that if the Shares are listed on more than one regulated market (as is the case), from the average prices calculated for each regulated market the highest price shall be taken into consideration, where the official exchange rate in effect on the day of transaction, as published by the Magyar Nemzeti Bank (the Hungarian National Bank) shall be used for having the price translated to forints (HUF). It follows from Subsection (4) of the Hungarian Capital Markets Act that, in determining the price for the Shares, any transaction that was concluded illegally according to a final ruling of the competent supervisory authorities or according to a court decision shall not be taken into account. Pursuant to the Hungarian Capital Markets Act, “equity capital” means: a) the own funds shown in the last audited annual accounts, or b) if the issuer does not have audited annual accounts, the figures contained in the yearly or half-yearly flash report submitted to the Hungarian Financial Supervisory Authority shall be applied, on the understanding that if the issuer is required to file consolidated annual accounts in accordance with the Hungarian Accounting Act, equity capital means the consolidated own funds. On the date of this Information Circular, items b), d) and e) do not apply in respect of the Company and the Company does not intend to conclude any of the transactions mentioned under items b), d) and e) prior to the date on which the Shareholders Resolutions are adopted. A share transfer agreement between the Company and the shareholder who has exercised its Put Option shall become effective on the last day of the Buy-Out Period.

3 AAA Auto Group N.V., Amsterdam, Netherlands, with registered address: Dopravaku 723, Prague 8; IC: 28215044 www.aaaauto.nl

The Company will effect payment within ten (10) business days following the last day of the BuyOut Period. If payment is settled after the payment deadline, the Company shall be liable to pay a default penalty. The Company will notify the Hungarian Financial Supervisory Authority regarding settlement or nonsettlement of payment of the Put Option Price within two (2) business days of the payment deadline; the notification shall include an explanation in the case of non-settlement or partial settlement. The procedure for exercising the Put Option will be described in the Company Statement. The Put Option Price will be published in the Company Statement or, if not available at the time, in a separate press release. II.

Delisting from the PSE and Voluntary Share Buy-Out The Company will notify the PSE and the Czech National Bank of its decision to perform the Delisting from the PSE immediately following such decision and publish this decision in accordance with the Czech Capital Markets Act. After these notifications and publication, the Company will request the PSE to delist the Shares from the PSE. In the application for the Delisting, the Company will request the PSE to delist the Shares simultaneously with Delisting of the Shares from the BSE. The expected effective date of the Delisting is 28 June 2013. The CEO of the PSE shall decide on Delisting after the Company delivers the application for delisting together with all documents which may be required pursuant to the Czech Capital Markets Act and the PSE Rules. (a)

PSE Buy-Out

To ensure equal treatment of its shareholders in connection with the Delisting, in addition to accepting the Put Option in Hungary, the Company will be buying Shares in OTC transactions in the Czech Republic (the PSE Buy-Out). For this purpose, the Company will appoint a Czech securities broker to act on behalf of the Company in the Czech Republic to settle these transactions. Each shareholder of the Company will during the Buy-Out Period be entitled to tender its Shares to the Company through the Czech securities broker. The purchase price for the purposes of the PSE Buy-Out will be denominated in CZK and calculated by converting the Put Option Price into CZK using the HUF/CZK foreign exchange rate of the Hungarian National Bank applicable on the date of the EGM, i.e. 29 March 2013 (the PSE BuyOut Price). The PSE Buy-Out Price will be paid in CZK after deducting all relevant and applicable taxes and duties. The PSE Buy-Out Price will remain unchanged for the entire period of the PSE Buy-Out. Further details will be included in the Company Statement. (b)

Free Market

Until the date of Delisting, the shareholders of the Company are also able to sell the Shares on the PSE and the BSE by transactions conducted as part of the regular trade on the stock markets. The Company intends to use its best efforts to place a standing buy order with the PSE for a maximum limit price denominated in CZK, equal to the PSE Buy-Out Price, and a standing buy order with the BSE for a maximum limit price denominated in HUF, equal to the Put Option Price.

4 AAA Auto Group N.V., Amsterdam, Netherlands, with registered address: Dopravaku 723, Prague 8; IC: 28215044 www.aaaauto.nl

EXPECTED TIMING The below timetable contains a preliminary overview of the relevant dates. A final timetable shall be included in the Company Statement.

Expected date as contemplated on the date of this Information Circular 2 April 2013

Event Start buy back of Shares on the PSE for a price not exceeding the PSE Buy-Out Price (with immediate settlement).

2 April 2013

Start buy back of Shares in OTC transactions in the Czech Republic (with immediate settlement).

2 April 2013

Start buy back of Shares on the BSE for a price not exceeding the Put Option Price (with immediate settlement).

2 April 2013

Start accepting the Shares from shareholders exercising their Put Option at the Put Option Price.

3 June 2013

Last day of buy back of Shares on the PSE for a price not exceeding the PSE Buy-Out Price (with immediate settlement).

3 June 2013

Last day of buy back of Shares in OTC transactions in the Czech Republic (with immediate settlement).

3 June 2013

Last day of buy back of Shares on the BSE for a price not exceeding the Put Option Price (with immediate settlement).

3 June 2013

Last day of accepting the Shares shareholders exercising their Put Option.

From 3 June 2013 to 17 June 2013

Settlement and payment for the Shares tendered following the exercise of Put Options.

28 June 2013

Shares are delisted from BSE.

28 June 2013

Shares are delisted from PSE.

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FURTHER INFORMATION If you have any questions or require any further information please do not hesitate to contact: Petr Tošek, PR dept. Tel.: +420 283 068 572 GSM: +420 734 394 800 E-mail: [email protected]

Pavel Tuček, Financial Analyst & IR Specialist Tel.: +420 283 068 583 GSM: +420 734 395 245 E-mail: [email protected]

5 AAA Auto Group N.V., Amsterdam, Netherlands, with registered address: Dopravaku 723, Prague 8; IC: 28215044 www.aaaauto.nl