LOOKERS PLC — AGM Information 2017

May 25, 2017

THE COMPANIES ACTS

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS

OF

LOOKERS PLC

At the Annual General Meeting of the members of Lookers plc ("the Company") duly convened and held on Thursday 25 May 2017, the following resolutions were passed as special business. Resolutions 15 and 16 were passed as ordinary resolutions and Resolutions 17 to 21 (inclusive) were passed as special resolutions:

1. That:

2. the rules of the Lookers plc Savings-Related Share Option Scheme 2017 (SAYE). $(a)$ described in the circular of which the notice containing this resolution forms part and in the form produced in draft to the meeting and for the purpose of identification initialled by the chairman of the meeting, are hereby approved and adopted; and

3. $(b)$ the directors of the Company are hereby authorised:
4. $(i)$ to do all such things as may be necessary or desirable to carry the SAYE into effect, including making any changes to the rules of the SAYE that are necessary or desirable in order to ensure that the directors can make a valid declaration to HM Revenue & Customs that the SAYE satisfies the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act $2003$ ; and
5. $(ii)$ to adopt further plans based on the SAYE but modified to take account of local tax, exchange control or securities law in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the SAYE.
6. $16.$ That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (Allotment Rights), but so that:
7. $(a)$ the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £13,086,757, of which one-half may be allotted or made the subject of Allotment Rights in any circumstances and the other half may be allotted or made the subject of Allotment Rights pursuant to any rights issue (as referred to in the Financial Conduct Authority's listing rules) or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue;

8. $(b)$ this authority shall expire on 30 June 2018 or, if earlier, on the conclusion of the Company's next annual general meeting;

9. $(c)$ the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and

10. all authorities vested in the directors on the date of the notice of meeting to allot $(d)$ shares or to grant Allotment Rights that remain unexercised at the commencement of the meeting are revoked.
11. $17.$ That, subject to the passing of resolution 16 in the notice of meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 16 in the notice of meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:
12. $(a)$ the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's listing rules) or any other pre-emptive offer that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
13. $(b)$ the allotment of equity securities (other than pursuant to paragraph 17 (a) above) with an aggregate nominal value of £991,421,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 16 in the notice of meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

• 1. That, subject to the passing of resolution 16 in the notice of meeting and in addition to the power contained in resolution 17 set out in the notice of meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 16 in the notice of meeting or by way of sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is:
• $(a)$ limited to the allotment of equity securities up to an aggregate nominal value of £991,421; and
• $(b)$ used only for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction) a transaction which the directors determine 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 the notice of meeting,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 16 in the notice of meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

• That the Company is generally and unconditionally authorised pursuant to section 701 of the 19. Companies Act 2006 to make market purchases (as defined in section 693 of that Act) of ordinary shares of 5p each in its capital, provided that:
• the maximum aggregate number of such shares that may be acquired under this $(a)$ authority is 39,656,840;
• $(b)$ the minimum price (exclusive of expenses) which may be paid for such a share is its nominal value.
• the maximum price (exclusive of expenses) which may be paid for such a share is the $(c)$ maximum price permitted under the Financial Conduct Authority's listing rules or, in the case of a tender offer (as referred to in those rules), five per cent above the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the date on which the terms of the tender offer are announced;
• $(d)$ this authority shall expire on 30 June 2018 or, if earlier, on the conclusion of the Company's next annual general meeting; and
• before such expiry the Company may enter into a contract to purchase shares that $(e)$ would or might require a purchase to be completed after such expiry and the Company may purchase shares pursuant to any such contract as if the authority had not expired.
• That the requiations contained in the document produced to the meeting and initialled by the 20. chairman of the meeting for the purpose of identification are adopted as the Company's new articles of association in substitution for and to the exclusion of the Company's existing articles of association.
• That any general meeting of the Company that is not an annual general meeting may be $21.$ called by not less than 14 clear days' notice.

Company Secretary