Pre-Annual General Meeting Information • Mar 25, 2025
Pre-Annual General Meeting Information
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Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chair of INCHCAPE PLC invites you to attend the Annual General Meeting of the Company to be held at the Royal Automobile Club, 89 Pall Mall, St. James's, London SW1Y 5HS on 15 May 2025 at 11.00 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.

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 13 May 2025 at 11.00 am.
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.
| All Named Holders | ||
|---|---|---|
Poll Card To be completed only at the AGM if a Poll is called.
| Vote | ||||
|---|---|---|---|---|
| Ordinary Resolutions | For | Against | Withheld | |
| 1. | To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2024, together with the reports of the Directors. |
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| 2. | To approve the Directors' Report on Remuneration for the financial year ended 31 December 2024. | |||
| 3. | To declare a final dividend of 17.2 pence per ordinary share of 10 pence in the capital of the Company. | |||
| 4. | To re-elect Nayantara Bali as a Director of the Company. | |||
| 5. | To re-elect Jerry Buhlmann as a Director of the Company. | |||
| 6. | To re-elect Juan Pablo Del Río Goudie as a Director of the Company. | |||
| 7. | To re-elect Byron Grote as a Director of the Company. | |||
| 8. | To re-elect Alex Jensen as a Director of the Company. | |||
| 9. | To re-elect Adrian Lewis as a Director of the Company. | |||
| 10. | To re-elect Alison Platt as a Director of the Company. |
| For | Vote Against Withheld |
||||
|---|---|---|---|---|---|
| 11. | To re-elect Stuart Rowley as a Director of the Company. | ||||
| 12. | To re-elect Duncan Tait as a Director of the Company. | ||||
| 13. | To re-appoint Deloitte LLP as auditor of the Company (Auditor) to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. |
||||
| 14. | To authorise the Audit Committee of the Board to determine the Auditor's remuneration. | ||||
| 15. | To authorise the directors generally and unconditionally, to exercise all power to allot relevant securities. | ||||
| Special Resolutions | |||||
| 16. | To disapply statutory pre-emption rights on the allotment of shares. | ||||
| 17. | To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment. | ||||
| 18. | Authority to make market purchases of own shares. | ||||
| 19. | 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 | |
|---|---|
Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
I/We hereby appoint the Chair 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 the Royal Automobile Club, 89 Pall Mall, St. James's, London SW1Y 5HS on 15 May 2025 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. | Vote | Please use a black pen. Mark with an X inside the box as shown in this example. |
Vote | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Resolutions | For | Against | Withheld | For | Against | Withheld | ||||
| 1. | To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2024, together with the reports of the Directors. |
11. | To re-elect Stuart Rowley as a Director of the Company. | |||||||
| 2. | To approve the Directors' Report on Remuneration for the financial year ended 31 December 2024. |
12. | To re-elect Duncan Tait as a Director of the Company. | |||||||
| 3. | To declare a final dividend of 17.2 pence per ordinary share of 10 pence in the capital of the Company. |
13. | To re-appoint Deloitte LLP as auditor of the Company (Auditor) to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. |
|||||||
| 4. | To re-elect Nayantara Bali as a Director of the Company. | 14. | To authorise the Audit Committee of the Board to determine the Auditor's remuneration. |
|||||||
| 5. | To re-elect Jerry Buhlmann as a Director of the Company. | 15. | To authorise the directors generally and unconditionally, to exercise all power to allot relevant securities. |
|||||||
| 6. | To re-elect Juan Pablo Del Río Goudie as a Director of the Company. | 16. | Special Resolutions To disapply statutory pre-emption rights on the allotment of shares. |
|||||||
| 7. | To re-elect Byron Grote as a Director of the Company. | 17. | To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment. |
|||||||
| 8. | To re-elect Alex Jensen as a Director of the Company. | 18. | Authority to make market purchases of own shares. | |||||||
| 9. | To re-elect Adrian Lewis as a Director of the Company. | 19. | To approve that a general meeting other than an AGM may be called on not less than 14 clear days' notice. |
|||||||
| 10. | To re-elect Alison Platt as a Director of the Company. |
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).
H 1 0 4 6 1 9 I N C
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