CARR'S GROUP PLC — AGM Information 2024

Jan 10, 2024

Please complete this form using BLOCK CAPITALS.

I/We	(please insert full name)
of	(please insert full address)
being a member/members of Carr's Group plc (the "Company") holding	(number of shares)

hereby appoint the Chair (being a Director of the Company) or

(delete/insert as appropriate) as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of the Company to be held at The Halston in The Mail Exchange function room, 20-34 Warwick Road, Carlisle CA1 1AB at 10.00am GMT on Tuesday 20 February 2024 and at any adjournment thereof.

I/We hereby authorise and instruct my/our said proxy to vote, as indicated by a " " in the boxes below on the resolutions to be proposed at such Meeting.

		Vote
RESOLUTIONS PROPOSED	FOR	AGAINST	ABSTAIN
To receive and adopt the Company's annual accounts for the financial year ended 2 September 1. 2023 together with the Directors' report and the Auditor's report on those accounts
To declare a final dividend of 2.85 pence per ordinary share for the financial year ended 2. 2 September 2023
3. To re-elect Tim Jones as a Director of the Company
4. To re-elect David White as a Director of the Company
5. To elect Martin Rowland as a Director of the Company
6. To re-elect Ian Wood as a Director of the Company
7. To re-elect Shelagh Hancock as a Director of the Company
8. To re-elect Stuart Lorimer as a Director of the Company
9. To elect Gillian Watson as a Director of the Company
10. To re-appoint Grant Thornton UK LLP as Auditor of the Company
To authorise the Audit Committee of the Board to determine the remuneration of the 11. Auditor
12. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 2 September 2023
13. To approve the Directors' Remuneration Policy
14. To authorise the Directors to allot securities
15. To disapply pre-emption rights in connection with a rights issue or otherwise limited to 5% of the Company's share capital
16. To disapply pre-emption rights in connection with acquisitions and other capital investments limited to 5% of the Company's share capital
17. To authorise the Company to purchase its own shares
18. To authorise the Company to call a general meeting on not less than 14 clear days' notice

Please sign Please date

Signed

Dated this

NOTES:

• 1 A proxy need not be a member of the Company. Subject to note 3 below, appointing a proxy will not preclude you from personally attending and voting at the meeting if you subsequently decide to do so. If no name is entered on this form, the return of this form, duly signed, will authorise the Chair of the meeting to act as your proxy.
• 2 Subject to note 3 below, you may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please return a separate form in relation to each proxy, clearly indicating next to the name of each proxy the number and class of shares in respect of which he is appointed. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 3 To direct your proxy how to vote on the resolutions, please mark the appropriate box next to each resolution with a " ". If no voting instruction is given, your proxy will vote or abstain from voting as he sees fit in his absolute discretion in relation to each resolution and any other matter which is put before the Meeting.
• 4 In the case of:
• 4.1 an individual, this proxy form must be signed by the relevant member appointing the proxy or a duly appointed attorney on behalf of such member; and
• 4.2 a corporation, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company.
• 5 To appoint a proxy using this form, the form must be:
• 5.1 completed and signed;
• 5.2 sent or delivered to Link Group, Freepost, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
• 5.3 received by no later than 48 hours (excluding any day which is a non-working day) before the time appointed for the Meeting, or adjourned meeting, at which it is to be used.
• 6 Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
• 7 Any alteration to this proxy form must be initialled by the person in whose hand it is signed or executed.
• 8 If, after returning a duly completed proxy form, you wish to revoke your proxy appointment you must sign and date a notice of such revocation clearly stating your intention to revoke that proxy appointment and deposit it at the registered office of the Company before the time appointed for the Meeting.
• 9 In the case of joint holders:
• 9.1 where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted; and
• 9.2 the vote of the most senior holder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of all other joint holders. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 10 As permitted by regulation 41 of the Uncertificated Securities Regulations 2001, only those persons whose names are entered on the register of members of the Company at close of business on Friday 16 February 2024 shall be entitled to attend and vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and/or vote at the meeting.
• 11 Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and should refer to notes 6 and 7 on page 8 in the Notice of Annual General Meeting. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www. proxymity.io and refer to note 8 in the Notice of Annual General Meeting. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www. proxymity.io and refer to note 8 in the Notice of Annual General Meeting.