THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
CARR'S GROUP PLC (THE "COMPANY")
At a general meeting of the Company duly convened and held: on 18 June 2025 at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW at 10.00 a.m. on 18 June 2025 the following special resolutions were duly passed.
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of Ihe Companies Act 2006 (the "Act") to make one or more market purchases (within the meaninB f sectiOD 693(4) of the Act) of any of its ordinary shares of E0.025 each in the capital of the Company (the "Ordinary Shares") acquired pursuant to, for the purposes of or in connection with a tender offer for Ordinary Shares on the terms and conditions set out in, and
in accordance with the arrangements set out or referred to in, the circular of the Company dated 21 May 2025 (the "Circular"), provided that:
the maximum number of Ordinary Shares which may be purchased u!nder this authority is 42,944,785 Ordinary Shares;
the Ordinary Shares must be purchased at a fixed price (exclusive of expenses) of 163 pence per Ordinary Share; and
this authority conferred by this resolution shall expire at the conclusion of the Company's annual general meeting held in 2026, save that the Company may, before this authority expires, make a contract to purchase Ordinary Shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of Ordinary Shares pursuant to it as if this authority had not expired.
THAT the articles of association. produced to the General Meeting and initialled by the chair of the General Meeting for the purposes of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
Paula Robertson Company Secretary
18 June 2025