CAFFYNS PLC — Proxy Solicitation & Information Statement 2012

Jul 2, 2012

CAFFYNS PUBLIC LIMITED COMPANY (company number 105664)

Form of Proxy

For use at the Annual General Meeting to be held at Caffyns Land Rover, Brooks Road, Lewes BN7 2DN, on Thursday 26 July 2012 at 11:30 am

Before completing this form, please read the explanatory notes below

I/We ............................................................................................................................................................................................................................

of ................................................................................................................................................................................................................................. being [a] member[s] of Caffyns Public Limited Company (the "Company"), hereby appoint the chairman of the meeting or (see notes 2 and 4)

..................................................................................................................................................................................................................................... as my/our proxy (see note 5) to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11:30 am on Thursday 26 July 2012 and at any adjournment of the meeting.

I/We have indicated with an 'X' in the appropriate spaces how I/we wish my/our votes to be cast on the resolutions set out below and direct that my/ our proxy will vote (or abstain from voting) as he thinks fit on any other matters which may properly come before the Annual General Meeting (or any adjournment of it).

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 2.

RESOLUTION (Place X in appropriate box)			FOR	AGAINST	WITHHELD	DISCRETIONARY
	Ordinary business
1.	To receive and adopt the accounts for the year ended 31 March 2012
2.	To approve the Directors' Remuneration Report
	3. To re-elect Mr A R Goodburn as a director
	4. To re-elect Mr M S Harrison as a director
	5. To re-appoint Mr R Wright as a director
	6. To re-appoint Grant Thornton UK LLP as auditors and authorise the directors to fix their remuneration
	7. To declare a final dividend
	Special business
8.	To authorise the directors to allot shares pursuant to section 551 of the Companies Act 2006 (the "Act"), subject to the provisions as set out in the Notice
	9. To authorise the Company to make one or more market purchases of Ordinary Shares in the Company pursuant to section 701 of the Act, subject to the provisions set out in the Notice
	10. To authorise the directors to allot shares pursuant to section 570 of the Act as if section 561 of the Act did not apply, subject to the provisions as set out in the Notice
	11. To approve not less than 14 days' notice for a general meeting other than an AGM
Signature Date Print Name
Signature Date
	Print Name
	Notes for completion of the proxy form 7. To be valid, this proxy form must, subject to notes 13 and 14 below, be: 1. As a member of the Company you are entitled to appoint another person as your proxy to exercise all or any of (a) completed and signed; your rights to attend, speak and vote at a general meeting of the Company. You must follow the appointment (b) sent or delivered to Capita Registrars at PXS, The Registry, 34 Beckenham Road, Beckenham, procedures set out in these notes. Kent BR3 4TU; and 2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to a different (c) received by Capita no later than 11:30 am on Tuesday 24 July 2012 share or shares. Please indicate by ticking the box provided if the instruction is one of multiple instructions being 8. If a member is a company, this proxy form must be executed under its common seal (or such form of execution as given. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next has the same effect) or executed on its behalf by a duly authorised officer of the company or an attorney for the to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left company. A copy of the authorisation of such officer or attorney must be lodged with this proxy form. blank your proxy will be deemed to be authorised in respect of your full voting entitlement. If you wish to appoint 9. If this proxy form is executed under a power of attorney or any other authority the original power or authority (or a more than one proxy, additional proxy forms may be obtained by contacting our shareholder helpline on 0871 664 certified copy of such power or authority) must be lodged together with this proxy form. 0300 if calling within the United Kingdom or +44 20 8639 3399 if calling from outside the United Kingdom or by 10. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may writing to the Company's registrars, Capita Registrars at PXS, The Registry, 34 Beckenham Road, Beckenham, do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, Kent BR3 4TU. Lines are open 8:30am – 5:30pm Mon–Fri. Calls to the helpline from within the United Kingdom regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a cost 10 pence per minute (including VAT) from a BT landline. Other service providers' costs may vary. Call to the previously appointed proxy, must be transmitted so as to be received by our agent (ID RA10) by 11:30 am on helpline from outside the United Kingdom will be charged at applicable international rates. Calls may be recorded Tuesday 24 July 2012. See the notes to the accompanying notice of Annual General Meeting for further information and monitored for security and training purposes.or you may photocopy this form. All forms must be signed and on proxy appointment through CREST. should be returned together in the same envelope. 11. In the case of joint holders, any one holder may sign the form of proxy but all the names of the joint holders should 3. Completion and return of this proxy form or appointment of a proxy electronically using the CREST electronic proxy be stated on this proxy form. If more than one of the joint holders purports to appoint a proxy, the appointment appointment service will not preclude you from attending the meeting and voting in person. If you have appointed submitted by the most senior holder will be accepted to the exclusion of the appointment(s) of the other joint a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. holder(s), seniority being determined by the order in which the names of the joint holders stand in the register of 4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint members of the Company in respect of the joint holding (the first-named being the most senior). as your proxy a person other than the chairman of the meeting, insert their full name in the box. If you sign and 12. If you submit more than one valid proxy appointment, either in paper form or via CREST, in respect of the same return this proxy form with no name inserted in the box above, the chairman of the meeting will be deemed to be shares, the appointment received last before the latest time for the receipt of proxies (as set out in notes 7 and 10) your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring will take precedence. that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments 13. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person on your behalf at the meeting, you will need to appoint someone other than the chairman and give them the and who have been nominated to receive communications from the Company in accordance with section 146 relevant instructions directly. of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement

• 1. If you appoint a proxy to vote on your behalf at this Annual General Meeting, your voting rights will revert to you at the conclusion of the Annual General Meeting or any adjournment of the Annual General Meeting.
• 1. For each resolution, please indicate with an "X" in the box provided how you wish your votes to be cast on each resolution. In the absence of instructions, or if you complete the box in the column marked "Discretionary", the proxy may vote or abstain from voting as he thinks fit. Unless instructed otherwise, the proxy may also vote or abstain from voting as he thinks fit on any other business which may properly come before the Meeting. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. It should, however, be noted that it is not a vote in law and will not be counted in the proportion of the votes 'For' and 'Against' a resolution.

appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. 14. For details of how to change proxy instructions or revoke your proxy appointment see the notes to the Notice of Meeting. Any alterations made to this form should be initialled.

with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else

1. You may not use any fax number or email address or other electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated. If you have any queries completing this form please contact Capita Registrars as set out in note 2.