LOOKERS PLC — AGM Information 2021

Jun 30, 2021

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

LOOKERS PLC (the "Company")

PASSED 30 JUNE 2020

At the Annual General Meeting of the above-named Company duly convened and held at Lookers House, 3 Etchells Road, West Timperley, WA14 5XS on 30 June 2021 the following resolutions were duly passed, as to resolution 7 as an ordinary resolution and as to resolutions 8 to 11 as special resolutions:

ORDINARY RESOLUTION

• 1. THAT, the Board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (in substitution for any existing authority to allot shares):
• to allot shares in the Company and to grant rights to subscribe for or to convert $\mathbf{i}$ any security into shares in the Company up to an aggregate nominal amount of £6,507,921, being approximately one-third of the issued share capital of the Company; and further
• to exercise all powers of the Company to allot equity securities (within the ii) meaning of section 560 of the said Act) in connection with a rights issue in favour of ordinary Shareholders where the equity securities respectively attributable to the interests of all ordinary Shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them up to an aggregate nominal amount of £13,015,843, being approximately two-thirds of the issued share capital of the Company (such amount to be reduced by any allotments or grants made under resolution 7 (i)),

provided that such authority shall expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2022) after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

• 1. THAT, if resolution 7 as set out in the Notice is passed, the Board be authorised pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the said Act) for cash under the general authority conferred by resolution 7 as set out in the Notice and/or empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash, as if section 561(1) of the said Act did not apply to such allotment or sale, such authority to be limited to the allotment of equity securities or the sale of treasury shares:
• in connection with or pursuant to an offer by way of rights, open offer or other $\mathbf{i}$ pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the

Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any requlatory authority or any stock exchange in any territory: and

$\ddot{\mathbf{H}}$ otherwise than under paragraph (i) above, up to a nominal amount of £976,188,

such authority to expire at the end of the next AGM of the Company after the passing of this resolution (or, if earlier, at the close of business on 30 June 2022), but in each case prior to its expiry, the Company may make offers or 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 (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. THAT, if resolution 7 as set out in the notice of this meeting is passed the Board be authorised pursuant to section 570 of the 2006 Act in addition to any authority granted under resolution 8 as set out in the Notice to allot equity securities (as defined in section 560 of the said Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section $561(1)$ of the said Act did not apply to any such allotment or sale, such authority to be:
• i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £976,188; and
• $\mathbf{ii}$ used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or another 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.

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2022) 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) under any such offer or agreement as if the authority had not expired.

• 1. THAT, the Company be generally and unconditionally authorised pursuant to section 701 of the 2006 Act, to make market purchases (as defined in section 693(4) of the Act) of up to 39,047,531 ordinary shares of 5p each in the capital of the Company (being approximately 10% of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
• the amount paid for each share (exclusive of expenses) shall not be more than the $\mathbf{i}$ higher of: (1) 5% above the average of the middle market quotation for Ordinary Shares as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and highest current independent purchase bid as derived from the trading venue where the purchase was carried out, or less than 5p per share; and

• ii) the authority herein contained shall expire at the end of the AGM of the Company to be held in 2022 or on 30 June 2022, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

• THAT, as permitted by section 307A of the 2006 Act, any general meeting of the Company (other than the AGM of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the Articles of Association of the Company provided that the authority of this resolution shall expire at the end of the AGM of the Company to be held in 2022 (or, if earlier, at the close of business on 30 June 2022).

Partur i

Chairman