CARR'S GROUP PLC — AGM Information 2022

Sep 19, 2022

THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES CARR'S GROUP PLC (THE "COMPANY")

At a general meeting of the Company duly convened and held on 19 September 2022 at Hotel Sofitel London Heathrow, Terminal 5 London Heathrow Airport, London TW6 2GD the following ordinary resolution was duly passed.

1. THAT

(i) the proposed disposal by the Company of its interests in the Carr's Billington Agriculture business, comprising Carrs Billington Agriculture (Sales) Limited and Carrs Billington Agriculture (Operations) Limited, to Edward Billington and Son Limited (the "Purchaser"), (ii) the proposed grant to the Company (through its relevant subsidiary) of a put option to sell, and proposed grant to the Purchaser (through its relevant subsidiary) of a call option to acquire, the Company's leasehold interest in land at the Rosehill Industrial Estate (Carlisle), (iii) the proposed grant to a group undertaking of the Purchaser of a right of first refusal relating to the acquisition of the Company's interests in land at Barnard Castle, Hexham, Penrith and Milnathort, and (iv) the entry by the Company into a deed of restrictive covenant with the Purchaser (the "Deed of Restrictive Covenant") which shall restrict certain activities of the Company and its group which compete with Carrs Billington Agriculture (Sales) Limited and Carrs Billington Agriculture (Operations) Limited ((i), (ii), (iii) and (iv) together being the "Transaction") as described in the circular to shareholders of the Company dated 31 August 2022 of which the notice convening this general meeting forms part, a copy of which has been produced to the meeting and initialled by the chair of the meeting for the purposes of identification only (the "Circular"), on the terms and subject to the conditions of a sale and purchase agreement dated 30 August 2022 between the Company and the Purchaser (the "Sale and Purchase Agreement"), an option deed between the Company (through its relevant subsidiary) and a group undertaking of the Purchaser (the "Option Deed"), a series of right of first refusal agreements between the Company (through its relevant subsidiary) and a group undertaking of the Purchaser (the "Right of First Refusal Agreements"), the Deed of Restrictive Covenant and the associated and ancillary documents, be and is hereby approved for the purposes of Chapters 10 and 11 of the Listing Rules of the Financial Conduct Authority, and any and all of the directors of the Company (the "Directors") (or a duly constituted committee thereof) be and are hereby authorised to:

• (a) take all such steps, execute all such agreements, and make all such arrangements as they may consider necessary, expedient, desirable or appropriate to complete, implement and to give effect to, or otherwise in connection with, this resolution, the Transaction, the Sale and Purchase Agreement, the Option Deed, the Right of First Refusal Agreements and any associated and ancillary matters and documents relating thereto; and
• (b) agree and make any such modifications, variations, revisions, waivers, amendments or extensions in relation to any of the foregoing as they may consider necessary, expedient, desirable or appropriate, provided such modifications, variations, revisions, waivers, amendments or extensions do not materially change the terms of the proposed Transaction for the purposes of the Financial Conduct Authority's Listing Rule 10.5.2.

................ Matthew Ratcliffe Company Secretary 19 September 2022