Company number: 094339967
AUTO TRADER GROUP PIC RESOLUTIONS FO
(the "Company")
ylub arew suoi,inloser guiwollot edt , met I te b202 redmetdes et uo N34 ELM ,191591316M ,936| nosliW үпот таманова самбараа да сайта могу поставительные продавата продата перат passed as ordinary and special resolutions.
ORDINARY RESOLUTIONS
Directors' authority to allot shares
- i sareda tolls of vanning only brood and esinoditus villenoitibuonu bus villeren on bus ville manufacturer and sense and the comments of the steworld in esimexe of ( ( 1978 9002 and sensequence the Company (Rights'): ni samds othi yirinces ynt the right of to 10 rot editions of stylgin interged in the most of the
- to to to thinoms lenimours lenimon sites, and of qu
- (ii) ອງຍຽວງຽງ ແຮ ປີ ປຸກ (ປີ ປີ ປີ ປີ 100 ອົງ ແດ່ງວຽງ ແມ່ ນ້ອຍເງືອງ ຂອງ ເຂດການນອກ ຊາວເນື້ອງອຸດສາຫານ ອ with an offer: noits and services (i)(e) at data station and stars in and stream of the comments lenimou attegers ge and vd besuber ad of tunome don't le care to tunome lenimou
- (e) of of (eldesitserg ed yeurse γλιερι εв) ποίητοσοια τη τοπείς γιατίίας το Στρblod οι existing holdings; and
- (q) affor the Board my allot the Board my and grand fights in pursuance of such offer sin sin in esse so that the Coopeny my make offers are agesements which would of the the submit to be and rest of the Comment of the Comments the date on with the break and to (guitaem lerenes a ni vurgunos and be Comments meeting to the more in รรอไนน) ลูกเท่านุ่มหา ทุกคร ท่านะ : เวทราคม เครื่อง เทค 10 กุมภาพ ค.ศ. อัลบรุปวรร in, or under the least of any recording and on recording in, or under the smeldord leading to your leager, legger states, legger station of produced from de langual populares in sensi a proved to the least of a provinsion of the sesser the lines and the severy of and of the the Business any limits of restricions and make and at the study of the results of this is suited if this is and of the rights of the fi resountions sussed or, if earlier, at the close of business on & December 2025, but successor i siebisuos breod ing its it the Barn counsider it nessessory;
- section 551 of the 2006 Act be revoked by this resolution. The usus produs such of novig seiting the Road is not the Board control start explica.
sures and services in the video and the the gribusted in the most see no
(q)
(つ) of the see of the started to which of the such offer of a real of any a and and and and and and in any of the or offer on and the comes to reals tolls and be and to vive and the submiting and of the comments of the Borden
SPECIAL RESOLUTIONS
Partisle blicapplication of pre-emption rights
17
section 57 and section 57 of the 2006 Act, to allot sourity securities (as definites in section 57 To To actions and the Board, subject to the passion of in accordance with of rolly of nothers were to the any of the until the artistion in the sublic of any of a
sell ordinary shares held by the Company as treasury shares as if section 562(1) and subsell ordinary shares held by the Company as treasury shares ato the allotment. This power:
sections (1) = (6) of section 562 of the 2006 Act did not apply to treasony in a ge
sections (2) - (0) or section renewed, varied or revoked by the Company in a general expires (unless previously renews), varieting of the Company after the date on
meeting) at the end of the next annual general meeting of the Company after the date on meeting) at the end of the next aninual general meeting of business on 18 December 2025, which this icsolution is passed or, if e agreements which would or might require equity but the Company may make oners of ugi cements old) after expiry of this power and the securities to be allotted to sell treasury shares) in pursuance of that offer or agreement not withstanding that the authority conferred by this resolution has expired; agreement not writed to the allotment of equity securities in connection with an offer of equity
(b) = securities:
to ordinary shareholders in proportion (as nearly as may be practicable) to their (i) == existing holdings; and
to holders of other equity securities, as required by the rights of those securities or (ii) = = = subject to such rights, if the Board considers it necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
in the case of the authority granted under resolution 16 (a)(i), shall be limited to the (c) = i allotment of equity securities for cash (or the sale of treasury shares) otherwise than pursuant to paragraph (b) above up to an aggregate nominal amount of £448,275.
Partial disapplication of pre-emption rights in connection with an acquisition or specified capital investment
- To generally authorise the Board, in addition to any authority granted under resolution 21 22 and subject to the passing of resolution 16, in accordance with section 570 and section 573 of the 2006 Act, to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the authority conferred by resolution 16 and/or to sell ordinary shares held by the Company as treasury shares as if section 561 (1) and sub sections (1) – (6) of section 562 of the 2006 Act did not apply to the allotment, such authority:
- to be limited to the allotment of equity securities for cash (or the sale of treasury shares) up (a) to an aggregate nominal amount of £448,275;
- (b) within 12 months after the original transaction) a transaction which the Board determines to be an acquisition or other 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
- (c) close of business on 18 December 2025), 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 (or sell treasury shares) under any such offer or agreement as if the authority had not expired.
Company's authority to purchase its own shares
- 23 the 2006 Act to make one or more market purchases (within the meaning of section 693 of the 2006 Act) of its ordinary shares, subject to the following conditions:
- (a) the maximum number of ordinary shares authorised to be purchased is 89,654,939;
(a)
- the minimum price (exclusive of expenses) which may be paid for an ordinary share is the nominal value of an ordinary share at the time of such purchase;
- nominal value of an ordinary share at the or such parenably reach ordinary share is the (c) the maximum price (exclusive of expenses) which may be park revealer market quotations of an migher of: (1) an amount equal to aderived from the London Stock Exchange ple's Daily ordinary share of the Company as defived from the condone the day on which the ordinary
Official List for the five business days immediately preceding the claim of the price Official List for the nee business adys in high and equal to the higher of the price of share is contracted to be parenasca) and (chare of the Company and the highest current the last independent trade of the Company as derived from the London Stock Exchange Trading System;
- (d) = = Exchange Truding System,
(d) = = unless previously varied, revoked or renewed, this authority shall expire at the close of the unless previously varied, revoked of rimany after the date this resolution is passed or, if earlier, close of business on 18 December 2025;
- (e) the expiry of this authority, and conclude such contract in whole or in part after the expiry of this authority; and
- this authority, and (f) cancelled by the Company, depending on which course of action is considered by the Board to be in the best interests of shareholders at the time.
Calling of general meetings on 14 days' notice
To authorise the Company to call any general meeting of the Company (other than an AGM) 24 on not less than 14 clear days' notice.
Claire Baty 19 September 2024
(b)