8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: August 8, 2021 (Date of earliest event reported)

Ritchie Bros. Auctioneers Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Canada	001-13425	98-0626225
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6

(Address of principal executive offices) (Zip Code)

(778) 331-5500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure

On August 8, 2021, Ritchie Bros. Auctioneers Incorporated (the “Company”) and Euro Auctions jointly issued a press release in connection with the Company’s proposed acquisition of Euro Auctions. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

On August 8, 2021, the Company posted on its website, https://investor.ritchiebros.com/home/default.aspx, under “Events & Presentations,” an investor presentation that includes, among other matters, information related to the Company’s proposed acquisition of Euro Auctions. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press release, dated August 8, 2021
99.2	Investor presentation, dated August 8, 2021
101	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
104	The Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2021	Ritchie Bros. Auctioneers Incorporated
	By:	/s/ Darren Watt
		Darren Watt
		General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press release, dated August 8, 2021
99.2	Investor presentation, dated August 8, 2021
101	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
104	The Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL

EX-99.1

Exhibit 99.1

News Release

Ritchie Bros. to acquire Euro Auctions and expand its reach in EMEA region

Working together to provide customers more equipment, solutions, and services for their businesses

VANCOUVER, B.C. (August 08, 2021) – Ritchie Bros., a leading global asset management, disposition, and services company; and Europe’s leading plant and machinery auction house, Euro Auctions, have jointly announced that they have entered into an agreement under which Ritchie Bros. will acquire Euro Auctions group for an enterprise value of £775 million (approximately US$1.08 billion).

Founded in 1998, Euro Auctions conducts unreserved heavy equipment auctions with onsite and online bidding under the brands Euro Auctions and Yoder & Frey, with 200+ employees in 14 countries. In 2020 the company conducted 60 auctions, selling close to 90,000 items for £484+ million across its nine locations in the United Kingdom, Northern Ireland, Germany, Spain, the United Arab Emirates, Australia, and the United States. Similar to Ritchie Bros., Euro Auctions also sells items through a timed auction format and a daily marketplace with Buy Now and Make Offer options.

“Ritchie Bros. and Euro Auctions are an ideal fit with a united goal to make asset insights, service offerings and disposition solutions easier than ever,” said Ann Fandozzi, Ritchie Bros. CEO. “Euro Auctions has an incredibly talented team, with expertise in asset sourcing, auction operations, sales, and customer service. Their ‘can do’ attitude and entrepreneurial spirit combined with technology has helped them adapt and grow, in much the same way as we have. This acquisition significantly accelerates our strategy to drive revenue and earnings growth and add shareholder value by continuing to expand our capabilities in new channels, sectors, regions, and customer segments.”

Euro Auctions Founder and Director Derek Keys added, “Dave Ritchie and his brothers were a big inspiration for my brothers and I in the creation of Euro Auctions. We modeled much of what we do off Dave’s customer-centric philosophy, which still runs through Ritchie Bros. today. Bringing us together will drive value for customers, as we provide more equipment, solutions, and services to the many industries and regions in which we operate.”

Ritchie Bros. will be retaining Euro Auctions employees and its brand, both of which are highly regarded in the EMEA region. This will expand Ritchie Bros.’ overall footprint and access to equipment, while also tapping into new revenue streams with service offerings to Euro Auctions customers, including inventory management services, data solutions, financing, warranty, insurance, inspections, refurbishing, shipping, and more.

Strategic Rationale for the Acquisition:

·  Accelerates our Journey – This acquisition will accelerate our journey, strengthen our strategic pillars and further establishes Ritchie Bros. as the trusted global marketplace for insights, service, and transaction solutions for commercial assets. Euro Auctions is an ideal and complementary brand to expand Ritchie Bros.’ global footprint. This combination will bring unprecedented and diversified choice to customers around the world, facilitating better price discovery and more equipment selection. Euro Auctions has considerable presence across Europe and the Middle East, particularly in the U.K. and Germany and will serve as a platform to accelerate international growth.

· Accelerates Inventory Management System Adoption – Ritchie Bros. suite of tools and digital services will unlock value for Euro Auctions customers post acquisition, providing a more robust offering for customers. Tools and services include a free business inventory management system from RB Asset Solutions, data analytics tools like Market Trends and RB Asset Valuator, financing from Ritchie Bros. Financial Services, as well as shipping, insurance, warranties, refurb, and inspection services.

Ritchie Bros. 1 

News Release

· Global Platform for At-Risk – The combined entity will be able to leverage industry best practices and decades of equipment expertise, while providing access to more capital to quickly offer robust at-risk consignment options for customers globally, regardless of transaction size.

Transaction Terms

Under the terms of the transaction, Ritchie Bros. will acquire 100% of the equity of the companies comprised within the Euro Auctions group for an enterprise value of £775 million (approximately US$1.08 billion) in cash. This represents an implied multiple of ~15.3x 2021E EBITDA (non-GAAP measure), including run rate synergies. Ritchie Bros. intends to finance the transaction through a combination of cash on hand and new debt; and has bridge financing commitments from Goldman Sachs Bank USA subject to customary terms and conditions to facilitate the transaction close. Following the close of the transaction and the required financing, Ritchie Bros. is expected to have an adjusted net debt to adjusted EBITDA ratio (non-GAAP measure) of approximately 3.9x.

Ritchie Bros. has secured employment arrangements with key management of the Euro Auctions business, including Derek Keys, who will continue to be involved for a minimum of three years post-closing. It is intended that Jonnie Keys will assume a senior leadership position, and Lynden and Trevor Keys will be retained as sourcing leads.

The transaction was approved by the Board of Directors of Ritchie Bros. and is expected to close in late 2021 or early 2022, subject to regulatory clearances and the satisfaction of other customary closing conditions.

Advisors

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Ritchie Bros., Norton Rose Fulbright LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors, and KPMG LLP is serving as accounting, tax and IT advisor. Jefferies International Limited is serving as financial advisor to the vendors of Euro Auctions, and A&L Goodbody LLP as legal advisor.

Investor Conference Call and Webcast

Ritchie Bros. will host a conference call to discuss the announcement tomorrow, August 9, 2021, at 5:30 am Pacific time / 8:30 am Eastern time / 1:30 pm BST. A replay will be available shortly after the call.

Conference call and webcast details are available at the following link:

https://investor.ritchiebros.com

Analysts and institutional investors may participate via conference call, using the following dial-in information:

1-888-664-6392 (toll-free North America)

1-416-764-8659 (Toronto & overseas long-distance)

Please quote conference ID 70459112 if prompted.

Media and other interested parties may listen to the conference call via webcast, at https://investor.ritchiebros.com.

Please note that there will be presentation slides accompanying the call. The slides will be displayed live on the webcast, and will be available to download via the webcast player or at https://investor.ritchiebros.com/events-and-presentations.

About Ritchie Bros.:

Established in 1958, Ritchie Bros. (NYSE and TSX: RBA) is a global asset management and disposition company, offering customers end-to-end solutions for buying and selling used heavy equipment, trucks and other assets. Operating in a number of sectors, including construction, transportation, agriculture, energy, oil and gas, mining, and forestry, the company’s selling channels include: Ritchie Bros. Auctioneers, the world’s largest industrial auctioneer offers live auction events with online bidding; IronPlanet, an online marketplace with featured weekly auctions and providing the exclusive IronClad Assurance® equipment condition certification; Marketplace-E, a controlled marketplace offering multiple price and timing options; Mascus, a leading European online equipment listing service; and Ritchie Bros. Private Treaty, offering privately negotiated sales. The Company’s suite of solutions also includes Ritchie Bros. Asset Solutions and Rouse Services LLC, which together provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system. Ritchie Bros. also offers sector-specific solutions including GovPlanet, TruckPlanet, and Kruse Energy, plus equipment financing and leasing through Ritchie Bros. Financial Services. For more information about Ritchie Bros., visit RitchieBros.com.

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News Release

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, "forward-looking statements"), including, in particular, statements regarding the ability of Ritchie Bros. to satisfy the conditions in the Euro Auctions acquisition agreement and financing commitment and consummate the transactions on the anticipated timeline, or at all, the U.S. dollar cost of the purchase price which the agreement states in British pounds, the benefits and synergies of the Euro Auctions transaction, future opportunities for the combined businesses of Ritchie Bros. and Euro Auctions, future financial and operational results, personnel matters and any other statements regarding events or developments that Ritchie Bros. believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan, "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or statements that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.' control, including risks and uncertainties related to: general economic conditions and conditions affecting the industries in which Ritchie Bros. and Euro Auctions operate; obtaining regulatory approvals in connection with the Euro Auctions transaction; each of Ritchie Bros.' and Euro Auctions' ability to satisfy the conditions in the acquisition agreement and financing commitment and consummate the transactions on the anticipated timetable, or at all; Ritchie Bros.' ability to successfully integrate Euro Auctions' operations and employees with Ritchie Bros.' existing business; the ability to realize anticipated growth, synergies and cost savings in the Euro Auctions transaction; the maintenance of important business relationships; the effects of the Euro Auctions transaction on relationships with employees, customers, other business partners or governmental entities; transaction costs; deterioration of or instability in the economy, the markets we serve or the financial markets generally; currency fluctuations; as well as the risks and uncertainties set forth in Ritchie Bros.' Annual Report on Form 10-K for the year ended December 31, 2020, and Ritchie Bros.’ Form 10-Q for the quarter ended June 30, 2021, each of which are available on the SEC, SEDAR, and Ritchie Bros.' websites. The foregoing list is not exhaustive of the factors that may affect Ritchie Bros.' forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and Ritchie Bros. does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.

Forward-looking Non-GAAP Financial Measures

This release includes certain forward-looking non-GAAP financial measures, including EBITDA and adjusted net debt/adjusted EBITDA. We are unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures because management cannot reliably predict all of the necessary components of such measures without unreasonable efforts. Accordingly, investors are cautioned not to place undue reliance on these measures.

Ritchie Bros. 3 

News Release

For more information, please contact:

Ian Malinski

Media Relations Manager

+1.778.331.5432

CorpComm@rbauction.com

For investor inquiries, please contact:

Sameer Rathod

Vice President, Investor Relations & Market Intelligence

+1.510.381.7584

srathod@ritchiebros.com

Ritchie Bros. 4 

EX-99.2

Exhibit 99.2

Acquisition of Euro Auctions Investor Presentation

Forward looking statements and non - GAAP measures Caution Regarding Forward - Looking Statements This presentation contains forward - looking statements and forward - looking information within the meaning of applicable US and Ca nadian securities legislation (collectively, “forward - looking statements”), including, in particular, statements regarding the ability of Ritchie Bros. to satisfy the conditions in the Eu ro Auctions acquisition agreement and the financing commitment and consummate the transactions on the anticipated timeline, or at all, the benefits and synergies of the Euro Auctions transacti on, future opportunities for the combined businesses of Ritchie Bros. and Euro Auctions, future financial and operational results and any other statements regarding events or developments that Ri tch ie Bros. believes or anticipates will or may occur in the future. Forward - looking statements are statements that are not historical facts and are generally, although not always, identified by wo rds such as “expect”, “plan, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative co nno tations, or statements that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward - looking statements are based on the opinions and estimates of manage ment as of the date such statements are made. Forward - looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.’ contr ol, including risks and uncertainties related to: the duration and impact of the COVID - 19 pandemic on Ritchie Bros.’ operations, the operations of our customers, general economic conditions and c onditions affecting the industries in which Ritchie Bros. operates; Ritchie Bros.’ ability to consummate the Euro Auctions acquisition and related financing on the anticipated timetab le or at all, the ability to realize anticipated growth and synergies in the Euro Auctions transaction, the possibility that certain closing conditions to the Euro Auctions acquisition, including re gul atory approvals, may not be satisfied or may be delayed; costs related to the Euro Auctions acquisition; the risks relating to indebtedness, including new indebtedness expected to be incur red in connection with the Euro Auctions acquisition; the maintenance of important business relationships; our ability to commercialize new platform solutions and offerings; deteriora tio n of or instability in the economy, the markets we serve or the financial markets generally; as well as the risks and uncertainties set forth in Ritchie Bros.’ Annual Report on Form 10 - K for t he year ended December 31, 2020 and Ritchie Bros.’ Quarterly Report on Form 10 - Q for the quarter ended June 30, 2021, which are available on the SEC, SEDAR, and Ritchie Bros.’ websites. The forego ing list is not exhaustive of the factors that may affect Ritchie Bros.’ forward - looking statements. There can be no assurance that forward - looking statements will prove to be accurate, and actu al results may differ materially from those expressed in, or implied by, these forward - looking statements. Forward - looking statements are made as of the date of this presentation and Ritchi e Bros. does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you shoul d n ot place undue reliance on forward - looking statements. This presentation contains certain non - GAAP financial measures. For a discussion of non - GAAP measures related to Ritchie Bros. a nd the most directly comparable GAAP financial measures, see the Appendix to this presentation as well as our Annual Report on Form 10 - K for the year ended December 31, 2020 and Quarterly R eport on Form 10 - Q for the quarter ended June 30, 2021, which are available on the SEC, SEDAR and Ritchie Bros’ websites. These non - GAAP financial measures are not measures of financia l performance in accordance with GAAP and may exclude items that are significant in understand and assessing our financial condition and results. Therefore, these measures should not be considered in isolation or as alternatives to measures of profitability, liquidity or other performance under GAAP. These measures may not be comparable to similarly - titled measures used by other companies. This presentation also includes certain forward - looking non - GAAP financial measures. We are unable to present a quantitative rec onciliation of this forward - looking non - GAAP financial information because management cannot reliably predict all of the necessary components of such measures without unreasonable eff orts. Accordingly, investors are cautioned not to place undue reliance on this information. All Euro Auctions financials are estimates based on information provided by management of the acquired related companies on a n a ggregated basis using the accounting bases of the underlying entities and are not prepared on the basis of US GAAP.

Today’s Speakers The trusted global marketplace for insights, services, and transaction solutions for commercial assets. Ann Fandozzi Chief Executive Officer Sharon Driscoll Chief Financial Officer

Ritchie Bros. to Acquire Euro Auctions Financial Terms ~ £775 mm 2 Enterprise Value • Implied multiple of ~15.3x 2021E EBITDA 3 , including run - rate cost synergies • Meaningful pre - tax gross synergies of ~$13mm expected by end of 2023 • Transaction will be 100% cash and debt - financed with pro forma adjusted net debt / adjusted EBITDA 3 of approximately ~3.9x at close Execution Euro Auctions Overview ~ £480mm Hammer Value 1 ~ £220mm in Revenue 1 • An omnichannel, customer centric provider of unreserved auction services in the commercial assets space with strong international expertise, presence and brand • Strong equipment sourcing model • Well - recognized and trusted brands with 20+ year history Expected Close 4Q21/1Q22 • Closing expected 4Q21/1Q22, subject to regulatory approvals and other customary closing conditions • Continuity of leadership and similarity of cultures will support smooth integration Key Impact 1) Year Ending 2020; Note: Hammer Value is approximately Gross Transaction Value 2) US$1075mm; £ / USD = 1.3872; 08/06/2021 Close, FX Source: Bloomberg 3) Non - GAAP measure • Transaction expected to be accretive to GTV and impacting other financial metrics meaningfully in 18 - 24 months • Combined organizations will be able to bring unprecedented and diversified global choice to customers • Accelerates Inventory Management System and Marketplace adoption and unlocks channels of value for customers of Euro Auctions with our ancillary services Accelerates our Journey

Deliver the best customer experience in the industry Deliver the best employee experience Implement a modern architecture for the business on which we can scale & grow profitably Coordinate growth around a single, integrated inventory management system that is the foundation of our GTM Accelerate growth • Combined organizations bring unprecedented and diversified choice to customers around the world, facilitating better price discovery and more equipment selection • Brings our marketplace for equipment and value - added service to Euro Auction customers, allowing customers to track, sell, buy equipment when, where and how they want around the globe • Enables a platform where employees can learn best practices from two high performing customer - first cultures with unique geographic perspectives • Creates a global platform for career advancement and development • Improves the customer experience and speed to market by transitioning existing systems to a modern architecture • Leverages our Information Technology investments across a broader set of customers • Accelerates IMS adoptions globally • Caters to the end - to - end digital needs of international equipment owners at by providing: • Augments platform for growth in Europe and other international markets • Supports delivery of financial evergreen model • Enables opportunity to cross - sell ancillary services • Empowers global platform for At - Risk • Asset management programs • Data Analytics Tools • Financial Services • Inspection and other value - added services The trusted global marketplace for insights, services, and transaction solutions for commercial assets Euro Auctions Accelerates our progress on our Strategic Journey

Euro Auctions has a Strong Model for Sourcing Inventory Deals *Approximate; Based on Full Year 2020 % of Equipment Imported into Country of Sale* • Euro Auctions has deep institutional relationships and knowledge on sourcing equipment and directing location of sale for optimal price realization • Combined organizations will create a premier global equipment supply and availability of equipment

United Kingdom 68% Germany 15% Spain 2% United States 10% Dubai 3% Australia 2% Euro Auctions Business Overview Hammer Value: Sector Mix 1 Hammer Value: Geographic Mix 1 Business Description • Euro Auctions primarily operates unreserved auctions through an omnichannel platform in the commercial assets space under two brands in Europe and North America: • . • • 9 permanent auction sites • North America – 3 sites (Florida, Georgia, Ohio) • Europe – 4 sites (UK, Spain, Germany) • Middle East – 1 site (Dubai) • Australia – 1 site (Brisbane) • 71% of revenue is transacted an online auction platform • 90% repeat customers (buyers & vendors) • ~220 full time employees in 14 different countries Constuction 63% Transportation 7% Other 30% 1) Approximate; Based on 2020

Euro Auctions Historical Financial Overview Hammer Value Total Revenue Sourced Return & Rate* • 2018 and 2019 margins lower due to initiating sourcing efforts in the US • 2020 benefited from strong price realization and demand • Historical growth supported by expansion of online platform auctions and marketplace • Proven resilient platform that thrives in both upturns and downturns in end markets • Stable level of Hammer Value over the past 3 years • High Mix of Sourced Hammer Value * Return = Sourced Revenue – Cost of Sourced; Rate = Return / Sourced Revenue 233 334 305 180 176 179 412 510 484 0 100 200 300 400 500 600 2018 2019 2020 £ m Auction Hammer Value Souced Hammer Value 180 176 179 27 36 42 206 212 221 0 50 100 150 200 250 2018 2019 2020 £ m Sourced Revenue Auction Commissions 12.6 14.7 22.9 7.0% 8.4% 12.8% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% 0.0 5.0 10.0 15.0 20.0 25.0 2018 2019 2020 Rate £ m

Combined Company Snapshot* 2020 Pro Forma GTV Bridge 60% 26% 14% United States Canada International 55% 23% 22% United States Canada International Ritchie Bros Combined 2020 Pro Forma Revenue Bridge 2020 Pro Forma GTV Geographic Split 2020 Pro Forma Service and Inventory Revenue Split 59% 41% Service Revenue Inventory Revenue Ritchie Bros Combined 52% 48% Service Revenue Inventory Revenue *Year Ending 2020; Average £ / USD = ~1.28

Financing plan and pro - forma capitalization *Non - GAAP measure; see appendix for reconciliation Deploying under - levered balance sheet to support growth • Ritchie Bros. has secured financing commitments to fund the acquisition until permanent capital structure can be put in place • Permanent structure will consist of short - term and long - term components • At close forecasting Adjusted Net Debt / Adjusted EBITDA* at 3.9x with a target to deleverage quickly to <2.5x by end of 2025 • Proven track record of deleveraging - RBA delivered on its deleveraging plan post the Iron Planet acquisition, going below its leverage target of 2.5x within one year post - close of the acquisition Proven Track Record of Deleveraging Iron Planet Transaction 0.8x 6.6x 10.9x 6.0x 4.4x 3.9x 3.7x 11.1x 0.0 2.0 4.0 6.0 8.0 10.0 12.0 2015 2016 2017 2018 2019 2020 2Q 2021 At Close Debt to Net Income - 0.5x - 0.4x 2.9x 1.9x 1.0x 1.1x 1.0x 3.9x -1.0 0.0 1.0 2.0 3.0 4.0 5.0 2015 2016 2017 2018 2019 2020 2Q 2021 At Close Adjusted Net Debt*/ Adjusted EBITDA*

Synergies Gross Run Rate Synergies (US$ mm) by end of Year 2 Plan to deliver synergy opportunities: • General & Administrative, $10mm – Integration of sales, operations and support functions will reduce and streamline customer touch points and create increased efficiencies for both companies and customers but will require technology modernization • Lease Footprint, $1.5mm – Auction site efficiencies across end market sectors. Reduction in rent expense from wind - down of redundant yard locations • Cross - Selling of RBA existing service offerings to Euro Auctions customers, $1.5mm – Pull - through of RBA services offering to Euro Auctions’ customers • One - time operating costs expense of $15m over 2 years • We expect additional investments to bring Euro Auctions to unlock Marketplace Total ~$ 13mm Clearly identified and Achievable Synergies General & Administrative , $10.0 Lease Footprint , $1.5 Cross Sell , $1.5

Deliver the best customer experience in the industry Deliver the best employee experience Implement a modern architecture for the business on which we can scale & grow profitably Coordinate growth around a single, integrated inventory management system that is the foundation of our GTM Accelerate growth The trusted global marketplace for insights, services, and transaction solutions for commercial assets Excited to Welcome Euro Auctions to the Richie Bros. Family! We’re trusted and we make it easy Make it easy to deliver an amazing customer experience! Position ourself for sustainable growth & efficiency! The core of everything we do Opportunities too big to wait!

Appendix • US GAAP – Reconciliation of Non - GAAP measures • The following tables reconcile non - GAAP measures referred to in this presentation to the most directly comparable GAAP measure r eflected in the Company’s financial statements.

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