MOTORPOINT GROUP PLC — AGM Information 2019

Jul 23, 2019

THE COMPANIES ACT 2006 ("THE ACT")

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF

MOTORPOINT GROUP PLC ("the Company" or "Motorpoint")

Passed: 23 July 2019

At the Annual General Meeting of Motorpoint duly convened and held on 23 July 2019 at Motorpoint, Salisbury House, Stephensons Way, Wyvern Business Park, Derby DE21 6LY the following Resolutions were duly passed as special resolutions:

Resolution 14: Disapplication of Pre-Emption Rights

• 1. That, subject to the passing of Resolution 13, the Directors are given power pursuant to section 570 and section 573 of the Companies Act 2006 ("the Act") to allot equity securities (as defined in section 560(1) of the 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 act did not apply to any such allotment or sale, such power to be limited:
  2. 14.1. to the allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares but subject to the Directors having the right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and
  3. 14.2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 14.1 above) up to a nominal amount of £47,560,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 23 October 2020) 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) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Resolution 15: Disapplication of Pre-Emption Rights – Acquisitions

• 1. That, subject to the passing of Resolution 13, the Directors are given power pursuant to section 570 and section 573 of the Companies Act 2006 ("the Act"), in addition to any power given under Resolution 14, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by paragraph 13.2 of Resolution 13 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power be:
  2. 15.1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £47,560; and
  3. 15.2. 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 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 this notice,

such power to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 23 October 2020) 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) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Resolution 16: Authority for Market Purchase of Shares

• 1. That, pursuant to section 701 of the Companies Act 2006 ("the Act"), the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares of £0.01 each in the capital of the Company, provided that:
  2. 16.1. the maximum number of such shares that may be purchased is 9,511,989 (representing approximately 10% of the Company's issued Ordinary Share capital); and
  3. 16.2. the minimum price which may be paid for each such Ordinary Share is its nominal value and the maximum price is the higher of 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately before the purchase is made and the price which is the higher of the last independent trade and the amount stipulated by article 5 of the EU Market Abuse Regulation (596/2014) (as supplemented by Commission Delegated Regulation (EU) 2016/1052) (in each case exclusive of expenses),

and (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or on 23 October 2020 (whichever is the earlier), save that the Company may enter into a contract to purchase Ordinary Shares before the expiry of this authority under which such purchase will or may be completed or executed wholly or partly after this authority expires and may make a purchase of Ordinary Shares pursuant to any such contract as if this authority had not expired.

Resolution 17: General Meeting Notice Period

1. That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.