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We have issued the following opinion on the Consolidated Financial Statements and Group Status Report, which was combined with the Status Report of the Company:

We have audited the Consolidated Financial Statements of SinnerSchrader Aktiengesellschaft, including the consolidated balance sheet and the related consolidated statements of operations, cash flows, changes in shareholders’ equity, notes and Group Status Report for the financial year from 1 September 2004 to 31 August 2005. The preparation and the content of the Consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Consolidated Financial Statements in accordance with United States Generally Accepted Accounting Principles (US-GAAP), based on our audit.

We conducted our audit of the Consolidated Financial Statements in accordance with the German Auditing Rules and the generally accepted German standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland (IDW: Institute of Public Auditors in Germany). These standards require that we plan and perform the audit so that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the Consolidated Financial Statements in accordance with principles of proper accounting and in the Status Report are detected with reasonable certainty. Knowledge of the business activities and the economic and legal environment of the Company and evaluations of possible misstatements are taken into account in the determination of audit procedures. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Consolidated Financial Statements. The audit includes assessing the accounting principles used and significant estimates made by the legal representatives, as well as evaluating the overall presentation of the Consolidated Financial Statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the Consolidated Financial Statements present a true and fair view of the Group’s financial position, results of operations and cash flows in accordance with US-GAAP.

Our audit, which also includes the Group Status Report for the financial year from 1 September 2004 to 31 August 2005, which is the responsibility of the Status Board, has not given rise to any reservations. In our opinion the combined Status and Group Status Report conveys a suitable presentation of the situation of the Group taken as a whole and adequately presents the risks to its future developments. Additionally, we confirm that the Consolidated Financial Statements and the combined Status and Group Status Report for the financial year from 1 September 2004 to 31 August 2005 meet the requirements for an exemption to prepare Consolidated Financial Statements and combined Status and Group Status Report in accordance with the rules and regulations of the German Commercial Code.

Hamburg, 22 November 2005

Ernst & Young AG

Wirtschaftsprüfungsgesellschaft