Inchcape PLC

Proxy Solicitation & Information Statement • Mar 14, 2017

lease bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of INCHCAPE PLC invites you to attend the Annual General Meeting of the Company to be held at Deutsche Bank AG. Winchester House. 1 Great Winchester Street. London EC2N 2DB on 25 May 2017 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 25 May 2017

Cast your Proxy online... It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 914179 SRN:

$PIN:$

View the Annual Report and Notice of Meeting online: www.inchcape.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 May 2017 at 11.00 am.

Explanatory Notes:

• Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1076 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• To appoint one or more proxies or to give an instruction to a proxy (whether previously $5¹$ appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• The above is how your address appears on the Register of Members. If this information 6. is incorrect please ring the Registrar's helpline on 0370 707 1076 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.
• $\mathbf{R}$ The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

	$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ . Ordinary Resolutions	For	Vote Against Withheld
1.	To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2016, together with the reports of the Directors.
2.	To approve the Directors' Report on Remuneration, other than the part containing the Directors' Remuneration Policy, for the financial year ended 31 December 2016.
3.	To approve the Directors' Remuneration Policy contained in the Directors' Report on Remuneration.
4.	To declare a final dividend of 16.8 pence per ordinary share of 10 pence in the capital of the Company.
5.	To re-elect Ken Hanna as a Director of the Company.
6.	To re-elect Stefan Bomhard as a Director of the Company.
7.	To elect Jerry Buhlmann as a Director of the Company.
8.	To elect Rachel Empey as a Director of the Company.
9.	To re-elect Richard Howes as a Director of the Company.
	10. To re-elect John Langston as a Director of the Company.
	11. To re-elect Coline McConville as a Director of the Company.

				Vote
		For		Against Withheld
	12. To re-elect Nigel Northridge as a Director of the Company.
	13. To re-elect Nigel Stein as a Director of the Company.
	14. To re-elect Till Vestring as a Director of the Company.
15.	To re-appoint PricewaterhouseCoopers LLP as auditor of the Company (the "auditor") to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
	16. To authorise the Audit Committee of the Board to determine the auditor's remuneration.
	17. To authorise the directors generally and unconditionally, to exercise all power of the Company to allot relevant securities.
Special Resolutions
	18. To disapply statutory pre-emption rights on the allotment of shares.
19.	To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment.
20.	Authority to make market purchases of own shares.
21.	To approve that a general meeting other than an AGM may be called on not less than 14 clear days' notice.

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Signature

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of INCHCAPE PLC to be held at Deutsche Bank AG, Winchester House, 1 Great Winchester Street, London EC2N 2DB on 25 May 2017 at 11.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X
inside the hoy as shown in this example

$|\mathbf{x}|$

	Ordinary Resolutions	For	Vote Against Withheld		For	Vote Against Withheld
	To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2016, together with the reports of the Directors.			12. To re-elect Nigel Northridge as a Director of the Company.
2.	To approve the Directors' Report on Remuneration, other than the part containing the Directors' Remuneration Policy, for the financial year ended 31 December 2016.			13. To re-elect Nigel Stein as a Director of the Company.
3.	To approve the Directors' Remuneration Policy contained in the Directors' Report on Remuneration.			14. To re-elect Till Vestring as a Director of the Company.
	To declare a final dividend of 16.8 pence per ordinary share of 10 pence in the capital of the Company.			15. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company (the "auditor") to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
	To re-elect Ken Hanna as a Director of the Company.			16. To authorise the Audit Committee of the Board to
	To re-elect Stefan Bomhard as a Director of the Company.			determine the auditor's remuneration.
	To elect Jerry Buhlmann as a Director of the Company.			17. To authorise the directors generally and unconditionally, to exercise all power of the Company to allot relevant securities.
				Special Resolutions
8.	To elect Rachel Empey as a Director of the Company.			18. To disapply statutory pre-emption rights on the allotment of shares.
	To re-elect Richard Howes as a Director of the Company.			19. To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment.
	10. To re-elect John Langston as a Director of the Company.			20. Authority to make market purchases of own shares.
	11. To re-elect Coline McConville as a Director of the Company.			21. To approve that a general meeting other than an AGM may be called on not less than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

$1₀$

CCS0745

12BX9C D01

$INC$