DIRECTORS' REPORT Super Cheap Auto Group Limited  For the period from incorporation to 26 June 2004 DIRECTORS  SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS  MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR  LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS  PRINCIPAL ACTIVITIES  DIVIDENDS – SUPER CHEAP AUTO GROUP LIMITED  ENVIRONMENTAL REGULATION  REVIEW OF OPERATIONS  DIRECTORS AND DIRECTORS’ INTERESTS  PARTICULARS OF DIRECTORS’ INTERESTS IN SHARES AND OPTIONS OF SUPER CHEAP AUTO GROUP LIMITED Your Directors present their report on the  consolidated entity consisting of Super Cheap Auto  Group Limited and the entities it controlled at the end of, or during, the period ended 26 June 2004. The net profit of the consolidated entity for the  period from incorporation to 26 June 2004, after  providing for income tax, amounted to $2,767,000. A review of the operations for the pro-forma 52 weeks to 26 June 2004 is set out on pages 11 to 15 of this report and in the Special Purpose  Report on pages 47 to 50. The following persons were Directors of Super  Cheap Auto Group Limited who were appointed during  the period and continue in office at the date of  this report.  The Company was incorporated on 8 April 2004. On 23 April 2004, the Company acquired all of the issued share capital of Super Cheap Auto Pty Ltd for a consideration of $84,233,000. P A Birtles was appointed a Director on 8 April  2004 and continued in office until his resignation  on 19 May 2004. Information on the qualifications  and experience of Directors is included on page 19. On 6 July 2004, the Company’s shares were listed  on the Australian Stock Exchange. Since the end of the financial period, the Company  has opened an additional seven stores as at the  date of this report. Likely developments in the operations of the  Consolidated Entity in future financial years are  referred to in pages 11 to 15. During the period the principal continuing activities of the consolidated entity consisted of the retailing of auto parts and accessories,  tools and equipment. No dividends have been paid or declared during the period. The consolidated entity’s environmental obligations  are regulated under State, Territory and Federal  Law. The consolidated entity has a policy of at  least complying with its environmental performance  obligations. All environmental performance obligations  are monitored by the Board. No environmental  breaches have been notified to the consolidated  entity during the period ended 26 June 2004. Revenue from trading operations for the period was  $70,924,000. During the period, the consolidated  entity opened ten new stores of which three were  in Australia and seven in New Zealand. At the  end of the period, the consolidated entiity was  trading from 183 stores. The Directors of Super Cheap Auto Group Limited in office at the date of this report are listed below  together with details for their relevant interest in the securities of the Company at that date.  Director  Appointment Date R D McIlwain  19 May 2004  R E Thorn  8 April 2004  R A Rowe D D McDonough  19 May 2004  R J Wright  May 2004 Director  Ordinary Shares  Options Chairman – non-executive  R D McIlwain 158,882  Executive Director  R E Thorn 4,899,078  1,000,000 Non-executive directors  R A Rowe 52,402,159  D D McDonough  30,000  R J Wright 40,609 42