Company Number: 609782
THE COMPANIES ACTS 1948 TO 2006 PUBLIC COMPANY LIMITED BY SHARES RESOLUTIONS OF INCHCAPE PLCAt an ANNUAL GENERAL MEETING of INCHCAPE PLC (Company), duly convened and held at the Royal Automobile Club, 89 Pall Mall, St. James's, London SW1Y 5HS on Thursday 14 May 2026 the following resolutions were duly passed, Resolution 18 as an ORDINARY RESOLUTION and Resolutions 19 to 22 as SPECIAL RESOLUTIONS:-
To authorise the Directors generally and unconditionally in accordance with section 551 of the Companies Act 2006 (Act), in substitution for all subsisting authorities, to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £11,922,418 such authority to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 14 August 2027), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
SPECIAL RESOLUTIONSTHAT, if Resolution 18 is passed, the Directors be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (Act) to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
to the allotment of equity securities or sale of treasury shares in connection with an offer of securities in favour of the holders of shares on the register of members at such record dates as the directors may
determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter;
to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) to any person or persons up to a nominal amount of £3,576,725; and
to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 14 August 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
THAT, if Resolution 18 is passed, and in addition to the power conferred by Resolution 19, the Directors be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (Act) to allot equity securities (as defined in the Act) for cash and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall only be used for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, and shall be limited to:
the allotment of equity securities or sale of treasury shares to any person or persons up to a nominal amount of £3,576,725; and
the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Principles,
such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 14 August 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (Act) to make market purchases (as defined in section 693(4) of the Act) of the ordinary shares of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
to a maximum number of ordinary shares hereby authorised to be acquired is 53,615,114 representing approximately 14.99% of the issued ordinary share capital of the Company as at 12 March 2026;
the minimum price (exclusive of expenses) which may be paid for an ordinary share is the nominal amount of that share; and
the maximum price (exclusive of expenses) which may be paid for an ordinary share is the highest of:
an amount equal to 105% of the average of the middle market quotation for an ordinary share in the Company derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 21 will be carried out;
such authority to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 14 August 2027) unless previously renewed, varied, or revoked by the Company in a general meeting; and
the Company may make a contract to purchase its ordinary shares under the authority conferred by this Resolution 21 prior to the expiry of such authority, which contract will or might be executed wholly or partly after expiry of such authority, and the Company may purchase its ordinary shares in pursuance of any such contract.
To approve that a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
Jerry Buhlmann Date: 14 May 2026 Chairman Inchcape plc
Registered Office: 22a St James's Square London
SW1Y 5LP