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JOINT LETTER TO SHAREHOLDERS OF RITCHIE BROS. AUCTIONEERS INCORPORATED AND STOCKHOLDERS OF IAA, INC.

Dear RBA Shareholders and IAA Stockholders:

On November 7, 2022, Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“RBA”), entered into an Agreement and Plan of Merger and Reorganization (as amended or otherwise modified prior to January 22, 2023, the “original merger agreement”), as amended by that certain Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023 (such amendment, the “merger agreement amendment” and, together with the original merger agreement, as it may be further amended or modified from time to time, the “merger agreement”) with Ritchie Bros. Holdings, Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of RBA (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (“IAA”), providing for RBA’s acquisition of IAA in a stock and cash transaction. Upon the terms and subject to the conditions set forth in the merger agreement, (i) Merger Sub 1 will be merged with and into IAA (the “first merger”), with IAA surviving as an indirect wholly owned subsidiary of RBA and a direct wholly owned subsidiary of US Holdings (the “surviving corporation”) and (ii) immediately following the consummation of the first merger, the surviving corporation will be merged with and into Merger Sub 2 (the “second merger,” and together with the first merger, the “mergers”) with Merger Sub 2 surviving as a direct wholly owned subsidiary of US Holdings.

Subject to the terms and conditions of the merger agreement, at the effective time of the first merger (the “effective time”), each share of common stock, par value $0.01 per share, of IAA (the “IAA common stock”) issued and outstanding immediately prior to the effective time (excluding any shares of IAA common stock held by IAA as treasury stock, owned by RBA, US Holdings, Merger Sub 1 and Merger Sub 2 immediately prior to the effective time, or owned by stockholders of IAA (“IAA stockholders”) who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) will be converted automatically into the right to receive: (A) 0.5252 (the “exchange ratio”) of a common share, without par value, of RBA (the “RBA common shares”) and (B) $12.80 in cash, without interest and less any applicable withholding taxes (collectively, the “merger consideration”). IAA stockholders will receive cash in lieu of any fractional RBA common shares to which they would otherwise be entitled.

Based on the closing price of the RBA common shares on the New York Stock Exchange (“NYSE”) on January 25, 2023, the last practicable trading day before the date of the joint proxy statement/prospectus, the merger consideration represented approximately $43.38 in value for each share of IAA common stock. Because the exchange ratio is fixed, the market value of the merger consideration will fluctuate with changes in the market price of RBA common shares and you will not be able to ascertain the precise value of the total consideration at the time that you vote. We urge you to obtain current market quotations for RBA common shares (trading symbol “RBA”) and IAA common stock (trading symbol “IAA”) before voting at the RBA special meeting or the IAA special meeting, as applicable.

Based upon the estimated number of outstanding RBA common shares, outstanding shares of IAA common stock and outstanding equity awards and other convertible securities of the parties, in each case as of immediately prior to the consummation of the mergers, we estimate that, upon consummation of the mergers, RBA will issue or reserve for issuance approximately 71.1 million RBA common shares to IAA securityholders in the mergers and that existing shareholders of RBA (“RBA shareholders”) will hold approximately 62.8% and former IAA stockholders will hold approximately 37.2% of the issued and outstanding RBA common shares on a fully diluted basis.

RBA and IAA will each hold a special meeting of their respective stockholders to vote on the proposals necessary to complete the mergers. Such special meetings are referred to as the “RBA special meeting” and the “IAA special meeting,” respectively, and the “special meetings” collectively.

At the RBA special meeting, RBA shareholders will be asked to consider and vote on (i) a proposal to approve the issuance of RBA common shares to IAA securityholders in connection with the mergers for purposes of applicable NYSE and Toronto Stock Exchange rules (the “RBA share issuance proposal”) and (ii) a proposal to approve the adjournment of the RBA special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the RBA special meeting to approve the RBA share issuance proposal (the “RBA adjournment proposal”). The board of directors of RBA unanimously recommends that RBA shareholders vote their shares today “FOR” each of the proposals to be considered at the RBA special meeting.

Luxor Capital Group, LP (together with its affiliates, “Luxor”) has filed a preliminary proxy statement in connection with the RBA special meeting. We urge RBA shareholders to disregard any proxy card sent to them by or on behalf of any person other than RBA or IAA, including any green proxy card and solicitation materials that may be sent to RBA shareholders by or on behalf of Luxor, which is soliciting proxies in opposition to the RBA board’s recommendations on each of the RBA proposals presented in the accompanying joint proxy statement/prospectus, including the RBA share issuance proposal and the RBA adjournment proposal. If you submit such a proxy card, we urge you to subsequently cast your vote as instructed on the WHITE proxy card mailed to you by RBA, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted.

At the IAA special meeting, IAA stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the mergers (the “IAA merger proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to named executive officers of IAA that is based on or otherwise relates to the transactions contemplated by the merger agreement (the “IAA compensation proposal”), and (iii) a proposal to approve the adjournment of the IAA special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the IAA special meeting to approve the IAA merger proposal. The board of directors of IAA unanimously recommends that IAA stockholders vote their shares today “FOR” each of the proposals to be considered at the IAA special meeting.

We cannot complete the mergers unless the RBA share issuance proposal is approved by RBA shareholders and the IAA merger proposal is approved by IAA stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to virtually attend your company’s respective special meeting, please vote by proxy using the instructions included with the accompanying WHITE proxy card, or promptly complete your WHITE proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting. If your shares are held in the name of a bank, broker or other nominee, please vote by following the voting instructions provided by such bank, broker or other nominee.

The accompanying joint proxy statement/prospectus provides you with important information about RBA, IAA, the mergers, the merger agreement and the special meetings. We encourage you to read the entire document carefully before voting, including in particular the information under “Risk Factors” as it contains a discussion of material risks relevant to the mergers.

We look forward to the successful completion of the mergers.

Sincerely,

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any Canadian securities regulatory authority has approved or disapproved of the RBA common shares to be issued in connection with the mergers or passed upon the adequacy or accuracy of the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated February 10, 2023 and is first being mailed to RBA shareholders and IAA stockholders on or about February 10, 2023.

This is a notice that a special meeting (the “RBA special meeting”) of shareholders of Ritchie Bros. Auctioneers Incorporated (“RBA shareholders”), a company organized under the federal laws of Canada (“RBA”) will be held virtually via a live, audio-only webcast on March 14, 2023, beginning at 8:30 a.m., Pacific Time. This special meeting will be held for the following purposes:

Copies of the original merger agreement and the merger agreement amendment are attached as Annex A-1 and Annex A-2, respectively, to the accompanying joint proxy statement/prospectus. See “Annex B – Resolutions to be Approved at the Meeting” for the full text of the resolutions in respect of the RBA share issuance proposal.

The joint proxy statement/prospectus accompanying this notice describes the proposals listed above in more detail. Please refer to the attached documents, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the RBA special meeting. You are encouraged to read the entire document carefully before voting. In particular, see the section entitled “The Mergers” for a description of the transactions contemplated by the merger agreement, including the RBA share issuance, and the section entitled “Risk Factors” for an explanation of the risks associated with the mergers (defined below).

The RBA board has unanimously (i) declared that the original merger agreement (as amended or modified by the merger agreement amendment), the performance by RBA of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the mergers and the RBA share issuance, are advisable and in the best interests of RBA and the RBA shareholders, (ii) approved the execution and delivery of the merger agreement by RBA, the performance by RBA of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the mergers and the RBA share issuance, upon the terms and subject to the conditions therein and (iii) directed that the RBA share issuance proposal be submitted for consideration by the RBA shareholders at the RBA special meeting and recommended that the RBA shareholders approve the RBA share issuance. The RBA board recommends that RBA shareholders vote “FOR” the RBA share issuance proposal and “FOR” the RBA adjournment proposal.

The RBA board has fixed January 25, 2023 as the record date for determination of RBA shareholders entitled to receive notice of, and to vote at, the RBA special meeting or any adjournments or postponements thereof. Only RBA shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the RBA special meeting.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF RBA COMMON SHARES THAT YOU OWN. The mergers between RBA and IAA cannot be completed without the approval of the RBA share issuance proposal by the affirmative vote of a majority of votes cast by RBA shareholders entitled to vote thereon and present virtually or represented by proxy at the RBA special meeting.

Luxor Capital Group, LP (together with its affiliates, “Luxor”) has filed a preliminary proxy statement in connection with the RBA special meeting. We urge you to disregard any proxy card sent to you by or on behalf of any person other than RBA or IAA, including any green proxy card and solicitation materials that may be sent to you by or on behalf of Luxor, which is soliciting proxies in opposition to the RBA board’s recommendations on each of the RBA proposals presented in the accompanying joint proxy statement/prospectus, including the RBA share issuance proposal and the RBA adjournment proposal. If you submit such a proxy card, we urge you to subsequently cast your vote today as instructed on the WHITE proxy card mailed to you by RBA, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted.

Whether or not you expect to virtually attend the RBA special meeting, we urge you to submit a proxy to have your RBA common shares voted as promptly as possible by either: (1) logging onto the website shown on your WHITE proxy card and following the instructions to vote online; (2) dialing the toll-free number shown on your WHITE proxy card and following the instructions to vote by phone; or (3) signing and returning the enclosed WHITE proxy card in the postage-paid envelope provided, so that your RBA common shares may be represented and voted at the RBA special meeting. Even if you plan to virtually attend the RBA special meeting, we request that you complete, sign, date and return the enclosed WHITE proxy card and thus ensure that your RBA common shares will be represented at the RBA special meeting if you are unable to attend.

If your RBA common shares are held in the name of a broker, bank, trustee or other nominee, please follow the instructions on the voting instruction form furnished by such broker, bank, trustee or other nominee, as appropriate.

If you have any questions concerning the RBA share issuance proposal or the other transactions contemplated by the merger agreement or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your RBA common shares, please contact RBA’s proxy solicitors:

 

1407 Broadway, 27^th Floor

New York, New York 10018

Call Toll-Free: 1-800-322-2885

E-mail: proxy@mackenziepartners.com

 

70 University Avenue, Suite 1440

Toronto, ON, M5J 2M4

North America Toll Free: 1-877-452-7184

Outside North America: 1-416-304-0211

Email: assistance@laurelhill.com

By order of the Board of Directors of Ritchie Bros. Auctioneers Incorporated

 

Darren Watt

Ritchie Bros. Auctioneers Incorporated

Notice is hereby given that IAA, Inc., a Delaware corporation (“IAA”), will hold a special meeting of its stockholders (the “IAA stockholders”) for the purposes described below (the “IAA special meeting”). The IAA special meeting will be held virtually via live webcast on March 14, 2023, beginning at 11:30 a.m., Eastern Time.

You will be able to virtually attend and vote at the IAA special meeting by visiting www.cesonlineservices.com/iaa23_vm (the “IAA special meeting website”). We encourage you to allow ample time for online check-in, which will open at 11:00 a.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the IAA special meeting in person.

IAA has entered into an Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022 (as amended or otherwise modified prior to January 22, 2023, the “original merger agreement”) as amended by that certain Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023 (such amendment, the “merger agreement amendment” and, together with the original merger agreement, as it may be further amended or modified from time to time, the “merger agreement”), with Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“RBA”), Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of RBA (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), and Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), providing for RBA’s acquisition of IAA in a stock and cash transaction. Upon the terms and subject to the conditions set forth in the merger agreement, (i) Merger Sub 1 will be merged with and into IAA (the “first merger”), with IAA surviving as an indirect wholly owned subsidiary of RBA and a direct wholly owned subsidiary of US Holdings (the “surviving corporation”), and (ii) immediately following the consummation of the first merger, the surviving corporation will be merged with and into Merger Sub 2 (together with the first merger, the “mergers”), with Merger Sub 2 surviving as a direct wholly owned subsidiary of US Holdings.

The IAA special meeting will be held to allow IAA stockholders to consider and vote on the following proposals:

These proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. Copies of the original merger agreement and the merger agreement amendment are attached as Annex A-1 and Annex A-2, respectively, to the accompanying joint proxy statement/prospectus.

Holders of record of common stock, par value $0.01 per share, of IAA (the “IAA common stock”), at the close of business on January 25, 2023, the record date for the IAA special meeting (the “IAA record date”), are entitled to notice of, and to vote on, all proposals at the IAA special meeting and any adjournments or postponements of the IAA special meeting.

Your proxy is being solicited by the board of directors of IAA (the “IAA board”). The IAA board has unanimously (1) determined that the merger agreement (as amended or modified) and the transactions contemplated thereby are fair to and in the best interests of IAA and its stockholders; (2) approved and declared advisable the merger agreement (as amended or modified) and the consummation of the transactions contemplated thereby; (3) directed that the merger agreement (as amended or modified) be submitted to the IAA stockholders; and (4) resolved to recommend that the IAA stockholders adopt the merger agreement (as amended or modified) at a special meeting of IAA stockholders, subject to the terms of the merger agreement (as amended or modified). The IAA board made its determination after consulting with IAA’s management and legal, financial and other advisors and after considering a number of factors.

Accordingly, the IAA board unanimously recommends that IAA stockholders vote:

Your vote is very important, regardless of the number of shares of IAA common stock that you own. The approval of the IAA merger proposal is a condition to closing under the merger agreement. Accordingly, the parties cannot complete the transactions contemplated by the merger agreement, including the mergers, without approval of the IAA merger proposal.

Approval of the IAA merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of IAA common stock entitled to vote thereon. Approval of each of the IAA compensation proposal and the IAA adjournment proposal requires the affirmative vote of holders of the majority of the shares of IAA common stock present in person (including virtually) or represented by proxy and entitled to vote on such proposal at the IAA special meeting, assuming a quorum is present.

Because the vote on the IAA compensation proposal is only advisory in nature, it will not be binding on IAA or the IAA board. Accordingly, because IAA is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the mergers are consummated and regardless of the outcome of the IAA compensation proposal.

Whether or not you plan to virtually attend the IAA special meeting, please vote promptly via telephone or the internet by following the instructions set forth on your enclosed proxy card, or sign, date and complete your proxy card and return it by mail in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of IAA common stock at the IAA special meeting. If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the enclosed voting instruction form provided by your bank, broker or nominee to vote your shares. The list of IAA stockholders entitled to vote at the IAA special meeting will be available at IAA’s headquarters during ordinary business hours for examination by any IAA stockholder for any purpose germane to the IAA special meeting for a period of at least ten days prior to the IAA special meeting.

We urge you to read carefully the risks that are described in the section entitled “Risk Factors” of this joint proxy statement/prospectus. In considering the recommendation of the IAA board, you should be aware that the directors and executive officers of IAA have certain interests in the mergers that may be different from or in addition to the interests of IAA stockholders generally. See the sections entitled “IAA Proposal 2: Advisory Non-binding Vote on Merger-Related Compensation for Named Executive Officers” and “Interests of IAA Directors and Executive Officers in the Mergers” for a more detailed description of these interests.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE IAA SPECIAL MEETING VIA THE IAA SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, THE MERGER AGREEMENT, THE MERGERS, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THIS JOINT PROXY STATEMENT/PROSPECTUS.

By Order of the Board of Directors of IAA, Inc.

Westchester, Illinois

This joint proxy statement/prospectus incorporates important business and financial information about RBA and IAA, from other documents that RBA and IAA have filed with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities on the System for Electronic Document Analysis and Retrieval (“SEDAR”), as applicable, that are not contained in or delivered with this joint proxy statement/prospectus. For a list of documents incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov or on the SEDAR of the Canadian Securities Administration, the Canadian equivalent of the SEC’s system, at www.sedar.com.

You may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxy statement/prospectus or other information filed with the SEC, or applicable Canadian securities regulatory authorities on SEDAR, by RBA or IAA, as applicable, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

In order for you to receive timely delivery of the documents in advance of the RBA special meeting to be held on March 14, 2023, or the IAA special meeting to be held on March 14, 2023, as applicable, you must request the information no later than March 1, 2023.

If you have any questions about the RBA special meeting or the IAA special meeting, or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor at the following contacts:

The contents of the websites of the SEC, SEDAR, RBA, IAA or any other entity are not incorporated in this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in this joint proxy statement/prospectus at these websites is being provided only for your convenience.

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by RBA (Registration No. 333-268787), constitutes a prospectus of RBA under Section 5 of the Securities Act of 1933 with respect to the RBA common shares to be issued to IAA stockholders in the transactions contemplated by the merger agreement by and among RBA, US Holdings, Merger Sub 1, Merger Sub 2, and IAA. This document also constitutes a proxy statement of each of RBA and IAA under Section 14(a) of the Exchange Act and a management proxy circular of RBA under Canadian securities laws. This joint proxy statement/prospectus also constitutes a notice of the RBA special meeting to be held on March 14, 2023 and the IAA special meeting to be held on March 14, 2023.

RBA has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to RBA, US Holdings, Merger Sub 1, and Merger Sub 2, and IAA has supplied all such information relating to IAA. RBA and IAA have both contributed to such information relating to the mergers and the other transactions contemplated by the merger agreement.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/ prospectus. RBA and IAA have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated February 10, 2023 and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this joint proxy statement/ prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to RBA shareholders or IAA stockholders nor the issuance by RBA of RBA common shares pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All references in this joint proxy statement/prospectus to dollars or “$” are to U.S. dollars, unless otherwise indicated. All references in this joint proxy statement/prospectus to “C$” are to Canadian dollars. The rates set forth below may differ from the actual rates used in RBA’s accounting processes and in the preparation of RBA’s consolidated financial statements or the unaudited pro forma financial information presented in this joint proxy statement/prospectus.

The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate. The information is based on the daily exchange rate as reported by the Bank of Canada. Such exchange rate on January 25, 2023 was C$1.3393 = $1.00.

The following questions and answers briefly address some questions that you, as a shareholder of RBA or a stockholder of IAA, may have regarding the mergers and the other matters being considered at the RBA special meeting to be held on March 14, 2023 or the IAA special meeting to be held on March 14, 2023, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See the section entitled “Summary” for a summary of important information regarding the merger agreement, the mergers and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions in the section entitled “Where You Can Find More Information.”

You are receiving this joint proxy statement/prospectus because RBA and IAA have entered into the merger agreement, which provides for RBA’s acquisition of IAA in a stock and cash transaction. Upon the terms and subject to the conditions set forth in the merger agreement, (i) Merger Sub 1 will be merged with and into IAA in the first merger, with IAA surviving as an indirect wholly owned subsidiary of RBA and a direct wholly owned subsidiary of US Holdings, and (ii) immediately following the consummation of the first merger, the surviving corporation will be merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct wholly owned subsidiary of US Holdings. The original merger agreement and the merger agreement amendment, which together govern the terms and conditions of the mergers, are attached hereto as Annex A-1 and Annex A-2, respectively.

Your vote is required in connection with the mergers. RBA and IAA are sending these materials to their stockholders to help them decide how to vote their shares with respect to the RBA share issuance in connection with the mergers, in the case of RBA, and the adoption of the merger agreement, in the case of IAA, among other important matters.

In order to complete the mergers, among other things:

RBA: RBA is holding the RBA special meeting to ask RBA shareholders to consider and vote on approval of the RBA share issuance proposal. At the RBA special meeting, RBA shareholders will also be asked to consider and vote on the RBA adjournment proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the RBA special meeting to approve the RBA share issuance proposal.

IAA: IAA is holding the IAA special meeting to ask IAA stockholders to consider and vote on approval of the IAA merger proposal. At the IAA special meeting, IAA stockholders will also be asked to consider and vote on the compensation proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to IAA named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement and the IAA adjournment proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such an adjournment to approve the IAA merger proposal.

Yes, your vote is very important, regardless of the number of shares that you own. The mergers cannot be completed unless the RBA share issuance proposal is approved by RBA shareholders and the IAA merger proposal is approved by IAA stockholders.

The approval of the RBA adjournment proposal, the IAA compensation proposal and the IAA adjournment proposal are not required to complete the mergers.

Pursuant to the merger agreement, RBA agreed to acquire IAA through the consummation of two mergers: (i) Merger Sub 1 will be merged with and into IAA, with IAA surviving as an indirect wholly owned subsidiary of RBA and a direct wholly owned subsidiary of US Holdings and (ii) immediately following the consummation of the first merger, the surviving corporation will be merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct wholly owned subsidiary of US Holdings. Under the merger agreement, at the effective time: (a) each share of IAA common stock issued and outstanding immediately prior thereto (other than excluded shares) will be exchanged for (i) 0.5252 of an RBA common share and (ii) $12.80 in cash, without interest and less any applicable withholding taxes; (b) each outstanding IAA option to purchase shares of IAA common stock granted under the IAA equity plan, whether vested or unvested, will be assumed by RBA and converted into an option to purchase the number of RBA common shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of IAA common stock subject to such IAA option immediately prior to the effective time by (ii) the equity award exchange ratio; (c) each outstanding IAA RSU award granted pursuant to the IAA equity plan that was subject solely to time-based vesting immediately prior to the effective time, whether vested or unvested, will be assumed by RBA and converted into the right to receive, upon vesting, the number of RBA common shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of IAA common stock subject to such IAA RSU award immediately prior to the effective time by (ii) the equity award exchange ratio; (d) each outstanding IAA PRSU award granted pursuant to the IAA equity plan that was subject to performance-based vesting immediately prior to the effective time, whether vested or unvested, will be assumed by RBA and converted into the right to receive, upon vesting, the number of RBA common shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of IAA common stock subject to such IAA PRSU award immediately prior to the effective time (determined based on the target number of shares subject to such IAA PRSU award) by (ii) the equity award exchange ratio; and (e) each outstanding IAA restricted stock award and outstanding IAA phantom stock award granted to a non-employee director pursuant to the IAA equity plan will be treated as an outstanding share of IAA common stock for all purposes of the mergers, including for purposes of receiving the merger consideration. Based upon the estimated number of outstanding shares of IAA common stock and the estimated outstanding IAA equity awards, we estimate that, upon consummation of the transactions, RBA will issue or reserve for issuance approximately 71.1 million RBA common shares to IAA securityholders in the mergers, including RBA common shares to be issued upon the exercise or vesting of the assumed IAA equity awards. For more information on the treatment of IAA equity awards under the merger agreement, see the section entitled “The Merger Agreement—Treatment of Equity Awards.”

Following engagement with a cross-section of stockholders of the two companies, on January 22, 2023, RBA and IAA amended the terms of the original merger agreement pursuant to the merger agreement amendment to, among other things, modify the consideration payable to IAA stockholders in the transaction, including to increase the cash portion of the consideration from $10.00 to $12.80 per share and decrease the exchange ratio from 0.5804 to 0.5252 of an RBA common share. The change in consideration mix represented a shift in the cash/equity mix to approximately 29% cash and 71% equity from the previous mix of 22% cash and 78% equity under the original merger agreement. The merger agreement amendment also facilitates the expected issuance of a one-time special dividend to RBA shareholders in the amount of $1.08 per common share, which will be payable to RBA shareholders of record as of a record date prior to the effective time to be determined by the RBA board with the consent of the TSX and contingent on the closing of the first merger. In connection with the merger agreement amendment, with RBA’s consent, IAA entered into the cooperation agreement with Ancora. See the section entitled “The Mergers—Background of the Mergers.”

See the section entitled “Recent Developments” for more information regarding additional transactions announced at the time of the merger agreement amendment, including the cooperation agreement and the Starboard investment (as defined therein).

The IAA board and RBA board each believes that the transactions will provide a number of significant benefits and opportunities that are in the best interests of IAA, RBA and their respective stockholders. For more information regarding key factors that the IAA board considered in determining to recommend the approval of the IAA merger proposal, including the factors the IAA board considered in agreeing to enter into the merger agreement amendment,

see the section entitled “The Merger—Recommendation of the IAA Board; IAA’s Reasons for the Merger” and for more information regarding the key factors that the RBA board considered in determining to recommend the approval of the RBA share issuance proposal, including the factors the RBA board considered in agreeing to enter into the merger agreement amendment, see the section entitled “The Merger—Recommendation of the RBA Board; RBA’s Reasons for the Merger.”

If the mergers are completed, Merger Sub 2, as successor to IAA, will become a wholly owned indirect subsidiary of RBA and IAA common stock will be delisted from the NYSE and deregistered under the Exchange Act, following which IAA will no longer be required to file periodic reports with the SEC with respect to IAA common stock.

The RBA board expects to approve the payment of a one-time special dividend to RBA shareholders in the amount of $1.08 per share, contingent upon the closing of the first merger. The special dividend will be payable to holders of record of RBA common shares as of a record date prior to the effective time to be determined with the consent of the TSX and only if the first merger is completed. RBA shareholders will only be eligible to receive the special dividend if they own their RBA common shares through the record date determined for the special dividend, which will be publicly announced by RBA following determination. IAA stockholders will not be entitled to receive the special dividend with respect to any RBA common shares received as consideration in the first merger. RBA will not pay the special dividend if the merger agreement is terminated or the first merger is otherwise not completed for any reason.

RBA: The RBA special meeting will be held virtually via a live, audio-only webcast on March 14, 2023, beginning at 8:30 a.m., Pacific Time. There will not be a physical meeting location. RBA believes a virtual-only meeting format facilitates attendance and participation by enabling all RBA shareholders the opportunity to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases RBA's ability to engage with all RBA shareholders, regardless of size, resources or physical location of all attendees. RBA shareholders will be able to virtually attend and vote at the RBA special meeting by visiting the RBA special meeting website at www.virtualshareholdermeeting.com/RBA2023SM. In order to virtually attend and vote at the RBA special meeting, you will need the 16-digit control number located on your WHITE proxy card.

If your shares are held in an account with a brokerage firm, bank, dealer or other similar organization, then you are the non-registered/beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by or on behalf of that organization. The registered holder of the shares is considered the shareholder of record for purposes of voting at the RBA special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account by following the instructions on the voting instruction form that is provided by or on behalf of the intermediary. You are also invited to attend the RBA special meeting. However, since you are not the shareholder of record, you may not attend the RBA special meeting remotely or vote your shares at the RBA special meeting unless you arrange with your broker, bank or other nominee to be appointed as proxy holder. Please see the section entitled “The RBA Special Meeting—Methods of Voting.”

IAA: The IAA special meeting will be held virtually via live webcast on March 14, 2023, beginning at 11:30 a.m., Eastern Time. There will not be a physical meeting location. IAA believes a virtual-only meeting format facilitates attendance and participation by enabling all IAA stockholders the opportunity to participate fully, equally and without cost, using an internet-connected device from any location around the world. In addition, the virtual-only meeting format increases IAA’s ability to engage with all IAA stockholders, regardless of size, resources or physical location of all attendees. IAA stockholders of record as of the IAA record date will be able to virtually attend and vote at the IAA special meeting by visiting the IAA special meeting website www.cesonlineservices.com/iaa23_vm. If you are an IAA stockholder of record or beneficial owner as of the IAA record date, to attend the IAA special meeting, you will need to pre-register for the IAA special meeting by 11:30 a.m., Eastern Time on March 13, 2023. Please have your proxy card, or voting instruction form, containing your control number available and follow the instructions to complete your registration request. After registering, IAA stockholders will receive a confirmation email with a link and instructions for accessing the IAA special meeting. We also encourage you to allow ample time for online

check-in, which will open at 11:00 a.m., Eastern Time. If you hold shares in “street name” through a bank, broker or other nominee instead of as a stockholder of record and intend to vote your shares at the IAA special meeting, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal or attend the meeting virtually and vote at the IAA special meeting, your shares of IAA common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the IAA special meeting. See the section entitled “—Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of IAA common stock through a bank, broker or other nominee in “street name” you may virtually attend and vote at the IAA special meeting only if you obtain and submit a “legal proxy” from your brokerage firm, bank, dealer or other similar organization, trustee, or nominee giving you the right to vote such shares. See the section entitled “The IAA Special Meeting—Virtually Attending the IAA Special Meeting.”

Even if you plan to virtually attend the RBA special meeting or the IAA special meeting, as applicable, via the applicable special meeting websites, RBA and IAA recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the applicable special meeting.

For additional information on virtually attending the special meetings, see the sections entitled “The RBA Special Meeting” and “The IAA Special Meeting.”

If the mergers are completed, each share of IAA common stock issued and outstanding as of immediately prior to the effective time (other than any shares of IAA common stock held by IAA as treasury stock, held by RBA, US Holdings, Merger Sub 1 or Merger Sub 2 immediately prior to the effective time or owned by IAA stockholders who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the DGCL), will be converted into the right to receive (i) 0.5252 of an RBA common share and (ii) $12.80 in cash, without interest and less any applicable withholding taxes. IAA stockholders will not be entitled to receive the special dividend in respect of the RBA common shares they receive in connection with the mergers. IAA stockholders will receive cash in lieu of any fractional RBA common shares to which they would otherwise be entitled. RBA shareholders will continue to own their existing RBA common shares.

The market price of the RBA common shares that IAA stockholders receive at the time the mergers are completed could be greater than, less than or the same as the market price of RBA common shares on the date of this joint proxy statement/prospectus or on the date of the RBA special meeting and the IAA special meeting. Accordingly, you should obtain current market quotations for RBA common shares and IAA common stock before deciding how to vote on the RBA share issuance proposal and the IAA merger proposal, as applicable. At the time of the RBA special meeting and at the time of the IAA special meeting, neither RBA shareholders nor IAA stockholders will know, or be able to determine, the value of RBA common shares to be issued in connection with the mergers. For that reason, the market price of RBA common shares on the date of the RBA special meeting and the IAA special meeting may not be indicative of the value of RBA common shares that IAA stockholders will receive upon completion of the mergers. RBA common shares are traded on the NYSE and the TSX under the symbol “RBA” and IAA common stock is traded on the NYSE under the symbol “IAA.” RBA common shares will continue trading on the NYSE and TSX under the symbol “RBA” after completion of the mergers. For more information regarding the merger consideration to be received by IAA stockholders if the mergers are completed, see the section entitled “The Merger Agreement—Terms of the Mergers; Merger Consideration.”

The RBA board has unanimously determined and resolved that the mergers and the RBA share issuance, on the terms and subject to the conditions set forth in the merger agreement, are in the best interests of RBA and the RBA shareholders, and has approved the merger agreement and the transactions contemplated thereby, including the mergers and the RBA share issuance. Accordingly, the RBA board unanimously recommends that RBA shareholders vote “FOR” the RBA share issuance proposal and “FOR” the RBA adjournment proposal.

Other than with respect to continued service for, employment by and the right to continued indemnification by the combined company, as of the date of this joint proxy statement/prospectus, RBA directors and executive officers do

not have interests in the mergers that are different from, or in addition to, the interests of other RBA shareholders generally. See the section entitled “Interests of RBA Directors and Executive Officers in the Mergers.”

The IAA board has unanimously (1) determined that the merger agreement (as amended or modified) and the transactions contemplated thereby are fair to and in the best interests of IAA and the IAA stockholders, (2) approved and declared advisable the merger agreement (as amended or modified) and the consummation of the transactions, including the mergers, (3) directed that the merger agreement (as amended or modified) be submitted to the IAA stockholders for its adoption and (4) resolved to recommend that the IAA stockholders adopt the merger agreement (as amended or modified) at a special meeting of the IAA stockholders, subject to the terms of the merger agreement. Accordingly, the IAA board unanimously recommends that IAA stockholders vote “FOR” the IAA merger proposal, “FOR” the IAA compensation proposal and “FOR” the IAA adjournment proposal.

In considering such recommendations from the IAA board, IAA stockholders should be aware that IAA directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as IAA stockholders generally. These interests may create the appearance of conflicts of interest. These interests may include, among others, the payment of severance benefits and acceleration of outstanding IAA equity awards upon certain terminations of employment or service, the potential payment of certain cash bonuses, RBA’s agreement to add three of IAA’s current directors to the RBA board as designated by IAA and deemed acceptable to RBA, and the combined company’s agreement to indemnify IAA directors and executive officers against certain claims and liabilities. The IAA board was aware of these potential conflicts of interest during its deliberations on the merits of the mergers and in making its decision to approve the merger agreement and the transactions contemplated thereby. For a more complete description of these interests, see the section entitled “Interests of IAA Directors and Executive Officers in the Mergers.”

If the RBA share issuance proposal is not approved by RBA shareholders, if the IAA merger proposal is not approved by IAA stockholders or if the mergers are not completed for any other reason, IAA stockholders will not receive the merger consideration or any other consideration in connection with the mergers and their shares of IAA common stock will remain outstanding.

If the mergers are not completed, IAA will remain an independent public company, the IAA common stock will continue to be listed and traded on the NYSE under the symbol “IAA” and RBA will not complete the RBA share issuance contemplated by the merger agreement, regardless of whether the RBA share issuance proposal has been approved by RBA shareholders. Additionally, RBA will not pay the special dividend described in the section entitled “Recent Developments—Special Dividend to RBA Shareholders.”

If the merger agreement is terminated under specified circumstances, RBA or IAA may be required to pay the other a termination amount of $189 million or RBA may be required to reimburse IAA for its out-of-pocket expenses incurred in connection with the merger agreement and the transactions contemplated thereby up to an aggregate amount of $5 million. Each of RBA and IAA will otherwise pay its own expenses incident to preparing for, entering into and carrying out the merger agreement and the consummation of the transactions contemplated thereby, whether or not the mergers are consummated, except that certain filing fees paid with respect to certain regulatory filings in connection with the mergers and the registration statement of which this joint proxy statement/prospectus forms a part will be borne equally by RBA and IAA. See the section entitled “The Merger Agreement—Termination Amount and Expenses; Liability for Breach.”

Additionally, if the mergers are not completed, pursuant to the cooperation agreement, one of IAA’s current directors will tender his or her resignation to the IAA board and IAA will, after completion of director information and interviews and in accordance with certain procedures described in the cooperation agreement, appoint (i) Timothy James O’Day, (ii) a second independent director candidate identified by Ancora and (iii) a third independent director candidate mutually agreed between IAA and Ancora, in each case, as observers to the IAA board. Further, IAA will increase the size of the IAA board to eleven directors and appoint such director candidates to the IAA board immediately following IAA’s 2023 annual meeting of stockholders, and in addition, Timothy James O’Day and the second director candidate identified by Ancora will also be appointed to the operations committee of the IAA board following their respective appointments to the IAA board.

No, payment of the one-time special dividend to RBA shareholders will be contingent on the consummation of the first merger. RBA will not pay the special dividend if the merger agreement is terminated or the first merger is otherwise not completed for any reason. See the section entitled “Recent Developments—Special Dividend to RBA Shareholders” for more information regarding the special dividend.

Pursuant to the cooperation agreement, subject to customary vetting and onboarding matters, IAA will designate Timothy James O’Day as an IAA designee for all purposes under the merger agreement such that Mr. O’Day will be appointed to the combined company board immediately following the effective time. RBA consented to IAA’s entry into the cooperation agreement and the designation of Timothy James O’Day as one of IAA’s four designees on the combined company board. See the section entitled “Recent Developments” for more information regarding the cooperation agreement.

All holders of record of RBA common shares who held shares at the close of business on the RBA record date are entitled to receive notice of, and to vote on all proposals at, the RBA special meeting. Virtual attendance at the RBA special meeting via the RBA special meeting website is not required to vote. See below and the section entitled “The RBA Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the RBA special meeting.

All holders of record of IAA common stock at the close of business on the IAA record date are entitled to receive notice of, and to vote on, all proposals at the IAA special meeting. Virtual attendance at the IAA special meeting via the IAA special meeting website is not required to vote. See below and the section entitled “The IAA Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the IAA special meeting.

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. If you are an RBA shareholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed WHITE proxy card. If you are an IAA stockholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions set forth on the enclosed proxy card. If you hold your RBA or IAA shares beneficially through a broker, bank or other nominee in “street name,” you should follow the voting instructions provided by your broker, bank or other nominee.

Each RBA shareholder is entitled to one vote on each proposal at the RBA special meeting for each RBA common share held of record as of the close of business on the RBA record date. At the close of business on the RBA record date, there were 110,887,811 RBA common shares outstanding and entitled to vote at the RBA special meeting.

Each IAA stockholder is entitled to one vote on each proposal at the IAA special meeting for each share of IAA common stock held of record at the close of business on the IAA record date. At the close of business on the IAA record date, there were 133,769,775 shares of IAA common stock outstanding and entitled to vote at the IAA special meeting.

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

A quorum at the RBA special meeting requires the presence of at least two persons present in person, each being an RBA shareholder or duly appointed proxyholder of an RBA shareholder, together holding at least 33% of the total issued and outstanding RBA common shares entitled to vote at the RBA special meeting. Virtual attendance at the RBA special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the RBA special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the RBA special meeting. Since all of the proposals currently expected to be voted on at the RBA special meeting are considered non-routine matters, shares held in “street name” through a broker, bank or other nominee will not be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposal from the beneficial holder of such shares. If a quorum is not present, the RBA special meeting may be adjourned or postponed until the holders of the number of RBA common shares required to constitute a quorum attend, subject to the terms and conditions set forth in the merger agreement and applicable law.

The holders of a majority of shares of IAA common stock entitled to vote at the IAA special meeting, present in person or represented by proxy, constitutes a quorum for the transaction of business at the IAA special meeting. Virtual attendance at the IAA special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the IAA special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the IAA special meeting. If a quorum is not present, the IAA special meeting may be adjourned or postponed until the holders of the number of shares of IAA common stock required to constitute a quorum attend, subject to the terms and conditions set forth in the merger agreement.

Shares held directly in your name as an RBA shareholder of record may be voted at the RBA special meeting via the RBA special meeting website at www.virtualshareholdermeeting.com/RBA2023SM. You will need the 16-digit control number included on your WHITE proxy card in order to access and vote via the RBA special meeting website as described in the section entitled “The RBA Special Meeting—Attendance at the RBA Special Meeting.”

RBA shareholders who hold their RBA common shares beneficially and wish to vote in person at the RBA special meeting must obtain proxies in their own names. If your shares are held in an account with a brokerage firm, bank, dealer or other similar organization, then you are the non-registered/beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by or on behalf of that organization. The registered holder of the shares is considered the shareholder of record for purposes of voting at the RBA special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account by following the instructions on the voting instruction form that is provided by or on behalf of the intermediary. You are also invited to attend the RBA special meeting. However, since you are not the shareholder of record, you may not attend the RBA special meeting remotely and vote your shares at the RBA special meeting unless you arrange with your broker, bank, or other nominee to be appointed as proxy holder. See the section entitled “The RBA Special Meeting—Attendance at the RBA Special Meeting.”

Shares held directly in your name as an IAA stockholder of record may be voted at the IAA special meeting via the IAA special meeting website at www.cesonlineservices.com/iaa23_vm. If you are an IAA stockholder of record or beneficial owner, to attend the IAA special meeting, you will need to pre-register for the IAA special meeting by 11:30 a.m., Eastern Time, on March 13, 2023. IAA stockholders of record and beneficial owners whose shares are held through a bank, broker or other nominee, may register to participate in the IAA special meeting remotely by visiting the IAA special meeting website at www.cesonlineservices.com/iaa23_vm. Please have your proxy card, or voting instruction form, containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the IAA special meeting. See the section entitled “The IAA Special Meeting—Virtually Attending the IAA Special Meeting.”

If you hold your shares of IAA common stock through a bank, broker or other nominee in “street name” instead of as a stockholder of record, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of IAA common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the IAA special meeting. See the section entitled “—Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of IAA common stock through a bank, broker or other nominee in “street name” you may virtually attend the IAA special meeting but, in order to vote at the IAA special meeting you must also obtain and submit a “legal proxy” from your brokerage firm, bank, dealer or other similar organization, trustee, or nominee giving you the right to vote such shares. See the section entitled “The IAA Special Meeting—Virtually Attending the IAA special meeting.”

Even if you plan to virtually attend the RBA special meeting or the IAA special meeting, as applicable, via the applicable special meeting website, RBA and IAA recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the respective special meeting.

For additional information on virtually attending the special meetings, see the sections entitled “The RBA Special Meeting” and “The IAA Special Meeting.”

Whether you hold your shares directly as a shareholder of record of RBA or a stockholder of record of IAA or beneficially in “street name,” you may direct your vote by proxy without virtually attending the RBA special meeting or IAA special meeting, as applicable.

If you are a shareholder of record, you can vote by proxy:

If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee. If you hold your shares through a stockbroker, nominee, fiduciary or other custodian you may also be able to vote through a program provided through Broadridge that offers internet voting options. If your

shares are held in an account at a brokerage firm or bank participating in the Broadridge program, you are offered the opportunity to elect to vote via the internet. Votes submitted via the internet through the Broadridge program must be received by 8:30 a.m., Pacific Time, on March 10, 2023. You are also invited to attend the RBA special meeting. However, since you are not the shareholder of record, you may not attend the RBA special meeting remotely or vote your shares at the RBA special meeting unless you arrange with your broker, bank or other nominee to be appointed as proxy holder. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account by following the instructions on the voting instruction form that is provided by or on behalf of the intermediary.

For additional information on voting procedures, see the section entitled “The RBA Special Meeting.”

If you are a stockholder of record, you can vote by proxy:

If you hold shares beneficially through a broker, bank or other nominee in “street name,” you should follow the voting instructions provided by your broker, bank or other nominee in order to vote your shares in advance of the IAA special meeting.

For additional information on voting procedures, see the section entitled “The IAA Special Meeting.”

Under NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote the shares at the meeting) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be voted on at the RBA special meeting and IAA special meeting are “non-routine” matters.

A “broker non-vote” occurs on a proposal when (i) a broker, bank or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the broker, bank or other nominee with such instructions. Because all of the proposals currently expected to be voted

on at the RBA special meeting and the IAA special meeting are non-routine matters for which brokers do not have discretionary authority to vote, RBA and IAA do not expect there to be any broker non-votes at the RBA special meeting or the IAA special meeting.

Assuming a quorum is present at the RBA special meeting, approval of the RBA share issuance proposal requires the affirmative vote of a majority of votes cast on the RBA share issuance proposal at the RBA special meeting. Any shares not present or represented by proxy (including due to the failure of an RBA shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the RBA special meeting to such bank, broker or other nominee) will have no effect on the outcome of the RBA share issuance proposal, provided that a quorum is otherwise present. An abstention or other failure of any shares present or represented by proxy to vote on the RBA share issuance proposal will have no effect on the outcome of the RBA share issuance proposal, provided that a quorum is otherwise present. In addition, if an RBA shareholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the RBA share issuance proposal, it will have no effect on the outcome of the RBA share issuance proposal, provided that a quorum is otherwise present.

Assuming a quorum is present at the RBA special meeting, approval of the RBA adjournment proposal requires the affirmative vote of a majority of votes cast on the RBA adjournment proposal at the RBA special meeting. Any shares not present or represented by proxy (including due to the failure of an RBA shareholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the RBA special meeting to such bank, broker or other nominee) will have no effect on the outcome of the RBA adjournment proposal, provided that a quorum is otherwise present. An abstention or other failure of any shares present or represented by proxy to vote on the RBA adjournment proposal will have no effect on the outcome of the RBA adjournment proposal, provided that a quorum is otherwise present. In addition, if an RBA shareholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the RBA adjournment proposal, it will have no effect on the outcome of the RBA adjournment proposal provided that a quorum is otherwise present.

The approval of the RBA share issuance proposal is a condition to closing under the merger agreement, as RBA shareholders must approve the RBA share issuance in order for the mergers to occur. If RBA shareholders fail to approve the RBA share issuance proposal, then the mergers will not occur. The approval of the RBA adjournment proposal is not a condition to the completion of the mergers.

Assuming a quorum is present at the IAA special meeting, approval of the IAA merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of IAA common stock entitled to vote thereon at the close of business on the IAA record date. If you are an IAA stockholder and fail to vote, fail to instruct your bank, broker or other nominee to vote with respect to the IAA merger proposal or abstain from voting, it will have the same effect as a vote “AGAINST” the IAA merger proposal.

Assuming a quorum is present at the IAA special meeting, approval of the IAA compensation proposal requires the affirmative vote of the holders of a majority of the shares of IAA common stock present in person (including virtually) or represented by proxy at the meeting and entitled to vote thereon as of the close of business on the IAA record date. Any shares not present or represented by proxy (including due to the failure of an IAA stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the IAA special meeting to such bank, broker or other nominee) will have no effect on the outcome of the IAA compensation proposal, so long as a quorum is otherwise present. An abstention on the IAA compensation proposal will have the same effect as a vote “AGAINST” the IAA compensation proposal.

Assuming a quorum is present at the IAA special meeting, approval of the IAA adjournment proposal requires the affirmative vote of the holders of a majority of the shares of IAA common stock present at the special meeting in person (including virtually) or represented by proxy at the meeting and entitled to vote thereon as of the close of business on the IAA record date. Any shares not present or represented by proxy (including due to the failure of an IAA stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the IAA special meeting to such bank, broker or other nominee) will have no effect on the outcome of the IAA adjournment proposal, so long as a quorum is otherwise present. An abstention on the IAA adjournment proposal will have the same effect as a vote “AGAINST” the IAA adjournment proposal.

The approval of the IAA merger proposal is a condition to closing under the merger agreement, as IAA stockholders must adopt the merger agreement in order for the mergers to occur. If IAA stockholders fail to approve the IAA merger proposal, then the mergers will not occur. The approval of the IAA compensation proposal and the IAA adjournment proposal are not conditions to the completion of the mergers. The vote on each proposal is a vote separate and apart from the other proposals. Accordingly, you may vote in favor of one or more of the proposals and vote not to approve the other proposal(s).

Under SEC rules, IAA is required to seek a non-binding advisory vote of its stockholders relating to the compensation that may be paid or become payable to IAA named executive officers that is based on or otherwise relates to the mergers (also known as “golden parachute” compensation).

Because the vote on the IAA compensation proposal is only advisory in nature, it will not be binding on IAA or the IAA board. Accordingly, because IAA is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the mergers are consummated and regardless of the outcome of the IAA compensation proposal. The merger-related compensation, which is described in the section entitled “Interests of IAA Directors and Executive Officers in the Mergers,” may be paid to IAA named executive officers even if IAA stockholders do not approve the IAA compensation proposal.

If you are both an RBA shareholder and an IAA stockholder, you will receive two separate packages of proxy materials. A vote cast as an RBA shareholder will not count as a vote cast as an IAA stockholder and a vote cast as an IAA stockholder will not count as a vote cast as an RBA shareholder. Therefore, please follow the instructions received with each set of materials you receive in order to submit separate proxies for your RBA common shares and your shares of IAA common stock.

If your RBA common shares or shares of IAA common stock are registered directly in your name with the transfer agent of RBA or IAA, respectively, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the RBA special meeting or the IAA special meeting, as applicable. You may also grant a proxy directly to RBA or IAA, as applicable, or to a third party to vote your shares at the applicable special meeting.

If your RBA common shares or shares of IAA common stock are held by a brokerage firm, bank, dealer or other similar organization, trustee, or nominee, you are considered the beneficial owner of shares held in “street name.” Your brokerage firm, bank, dealer or other similar organization, trustee, or nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote your shares.

In order to virtually attend and vote at the RBA special meeting via the RBA special meeting website, you should follow the voting instructions provided by your bank, broker or other nominee. RBA shareholders will be able to virtually attend and vote at the RBA special meeting by visiting www.virtualshareholdermeeting.com/RBA2023SM.

In order to virtually attend and vote at the RBA special meeting, you will need the 16-digit control number located on your WHITE proxy card. If your shares are held in an account with a brokerage firm, bank, dealer or other similar organization, then you are the non-registered/beneficial owner of shares held in “street name.” The registered holder of the shares is considered the shareholder of record for purposes of voting at the RBA special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account by following the instructions on the voting instruction form that is provided by or on behalf of the intermediary. You are also invited to attend the RBA special meeting. However, since you are not the shareholder of record, you may not attend the RBA special meeting remotely and vote your shares at the RBA special meeting unless you arrange with your broker, bank or other nominee to be appointed as proxy holder.

If you hold your shares of IAA common stock through a bank, broker or other nominee in “street name” you may virtually attend, but in order to vote at the IAA special meeting only if you obtain and submit a “legal proxy” from your bank, broker or other nominee and register to attend the IAA special meeting as a stockholder with CES.

No. Your bank, broker or other nominee will only be permitted to vote your RBA common shares or shares of IAA common stock, as applicable, at the applicable special meeting if you instruct your bank, broker or other nominee. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Banks, brokers and other nominees who hold RBA common shares or shares of IAA common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all of the proposals currently expected to be voted on at the RBA special meeting and the IAA special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

If you hold RBA common shares or shares of IAA common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold RBA common shares or shares of IAA common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record Holders. For RBA or IAA shares held directly, please vote by proxy over the internet or by telephone using the instructions included with the accompanying proxy card, or promptly complete, date, sign and return your proxy card by mail in the enclosed postage-paid envelope, in order to ensure that all of your RBA common shares or shares of IAA common stock are voted.

Shares Held in “Street Name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by bank, broker or other nominee to submit a proxy or vote your shares.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your RBA common shares or shares of IAA common stock, as applicable, in the way that you indicate. For each item before the RBA special meeting or the IAA special meeting, as applicable, you may specify whether your RBA common shares or shares of IAA common stock, as applicable, should be voted “for” or “against,” or abstain from voting.

For more information regarding how your shares will be voted if you properly sign, date and return a proxy card, but do not indicate how your RBA common shares or IAA common stock, as applicable, should be voted, see the question below entitled “—How will my shares be voted if I return a signed proxy and do not indicate my vote on one or more of the proposals?”

If you sign, date and return your proxy and do not indicate how you want your RBA common shares to be voted, then your RBA common shares will be voted in accordance with the RBA board recommendation: “FOR” the RBA share issuance proposal, and “FOR” the RBA adjournment proposal.

If you sign, date and return your proxy and do not indicate how you want your shares of IAA common stock to be voted on one or more proposals, then your shares of IAA common stock will be voted in accordance with the IAA board recommendation with respect to such proposal(s): “FOR” the IAA merger proposal, “FOR” the IAA compensation proposal and “FOR” the IAA adjournment proposal.

No. We urge you to disregard any proxy card sent to you by or on behalf of any other person other than RBA, including the green proxy card and solicitation materials that may be sent to you by or on behalf of Luxor, which is soliciting proxies in opposition to the RBA board’s recommendations on each of the RBA proposals presented in this joint proxy statement/prospectus, including the RBA share issuance proposal and the RBA adjournment proposal. If you submit such a proxy card, we urge you to subsequently cast your vote today as instructed on the WHITE proxy card mailed to you by RBA, which will revoke any earlier dated proxy card that you submitted. Only the last validly executed proxy that you submit will be counted. If you have any questions or need assistance, please contact MacKenzie Partners at 1-800-322-2885 toll free in North America, or at +1-212-929-5500 outside of North America, or by e-mail at proxy@mackenziepartners.com or Laurel Hill at +1-877-452-7184 toll free in North America, or at +1-416-304-0211 outside of North America, or by e-mail at assistance@laurelhill.com.

Any RBA shareholder or IAA stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the applicable special meeting by doing any of the following:

Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the applicable special meeting via the applicable special meeting website. See the sections entitled “The RBA Special Meeting—Revocability of Proxies” and “The IAA Special Meeting—Revocability of Proxies.”

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, each of RBA and IAA will promptly file the final voting results following its respective special meeting with the SEC on a Current Report on Form 8-K and, with respect to RBA, on SEDAR.

Under the DGCL, IAA stockholders and beneficial owners of shares of IAA common stock who continuously hold shares of IAA common stock through the effective time, who do not vote in favor of the adoption of the merger agreement, who properly demand appraisal of their shares in accordance with the DGCL, and who otherwise comply with the statutory requirements of Section 262 of the DGCL have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the mergers are completed and if certain conditions are met, but only if they comply with all requirements of Delaware law, as described under the section entitled “Appraisal Rights” which is qualified by reference to the full text of Section 262 of the DGCL attached as Annex C hereto. This appraisal amount could be more than, the same as, or less than the amount an IAA stockholder or beneficial owner of shares of IAA common stock would be entitled to receive under the merger agreement. Any IAA stockholder and beneficial owners of shares of IAA common stock intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to IAA prior to the vote on the adoption and approval of the merger agreement and the transactions contemplated thereby, not vote or otherwise submit a proxy in favor of adoption and approval of the merger agreement and the transactions contemplated thereby and not submit a letter of transmittal. IAA stockholders and beneficial owners of shares of IAA common stock who fail to follow exactly the procedures specified under Delaware law may result in the loss of appraisal rights. See the section entitled “Appraisal Rights.”