POD POINT GROUP HOLDINGS PLC

Pre-Annual General Meeting Information • Jun 5, 2025

Pod Point Group Holdings plc

Notice of Annual General Meeting 2025

Monday 30th June 2025 at 2.00pm

This document is important and requires your immediate attention

This document gives notice of the Pod Point Group Holdings plc ('Pod Point' or the 'Company') 2025 Annual General Meeting ('the 2025 AGM') and sets out resolutions to be voted on at the meeting. If you are in any doubt as to the action you should take, it is recommended that you seek your own advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent professional adviser.

If you sell or have sold or otherwise transferred all your ordinary shares in the Company ('Ordinary Shares'), you should send this document together with the accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was affected, for onward transmission to the purchaser or transferee. If you sell or have sold only part of your holding of Ordinary Shares, you should retain this document and the accompanying documents and consult the bank, stockbroker or other agent through whom the sale or transfer was affected.

Notice of the 2025 Annual General Meeting to be held by means of a virtual meeting on Monday 30th June 2025 at 2.00pm is set out on page 5 of this document.

Contents

Letter from the Chair	3
Notice of the 2025 Annual General Meeting	5
Notes to the Notice of the 2025 Annual General Meeting	6
Explanatory Notes on the Resolutions	9
Directors' Biographical Details	11
User guide to participating in the 2025 AGM remotely	14

Letter from the Chair

222 Gray's Inn Road London WC1X 8HB

5th June 2025

Dear Shareholder,

Having been appointed Chair from 5th June 2024 it gives me great pleasure to invite you, on behalf of the directors of Pod Point (together the 'Directors' or the 'Board'), to attend the 2025 AGM which, in line with our remote first philosophy in relation to meetings, will be held by means of a virtual meeting on Monday 30th June 2025 at 2.00pm.

The formal notice of the 2025 AGM (the 'Notice') is set out on page 5 of this document, detailing the resolutions that the shareholders are being asked to vote on, with explanatory notes of the business to be conducted at the 2025 AGM on pages 9 to 10. Details of the arrangements for the AGM are set out on pages 6 to 8 and pages 14 to 15. The Board supports the principle that annual general meetings should provide shareholders with an opportunity to communicate with the Directors and will make every effort to allow shareholders to ask questions and speak with the Directors at the 2025 AGM and we look forward to welcoming your participation.

As previously announced, Mike Killick, who was appointed as Interim Chief Financial Officer in October 2024, has taken a leave of absence due to ill-health and has stepped down from the Board during this period of absence. Mike will therefore not stand for election at the AGM. Philippe Commaret, an EDF nominated Director, stepped down in January 2025 due to other business commitments and Norma Dove-Edwin and Erika Schraner, independent Non-Executive Directors, notified the Company that they do not intend to offer themselves for re-election at the 2025 AGM, to enable them to pursue other opportunities that align with their current professional goals and other commitments.

On 24th April 2025, we announced that the Board had received a non-binding proposal from EDF Energy Customers Limited to acquire the entire issued and to be issued share capital of the Company that it does not already own. Due to the impact of the non-binding proposal on the Company's financial statements, we also announced that we were delaying the publication of our results for the financial year ended 31 December 2024.

To ensure that we give our auditors as much time as possible to finalise their work, and that we allow sufficient time for the Company's shareholders to consider the results, the standard shareholder resolutions relating to receiving the audited financial statements and the auditor's and directors' reports, approving the directors' remuneration report and policy and the appointment and remuneration of our auditors, will be tabled at a separate 'accounts meeting' of shareholders expected to be held before the end of July. Notice of this general meeting will be given to shareholders (and the annual report and accounts will be published) in due course.

The Directors believe that the resolutions set out in the Notice (the 'Resolutions') are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all the Resolutions. The Directors who own Ordinary Shares intend to vote in favour of the Resolutions.

If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the Resolutions.

The following is a brief summary of the business of the 2025 AGM:

• Resolutions 1 to 6 relate to the re-election of the Directors in accordance with Provision 18 of the 2018 UK Corporate Governance Code. Resolutions 3 to 6 relate to the re-election of the independent Directors, in accordance with the UK Listing Rules which are applicable to companies with a controlling shareholder. Resolutions 3 to 6 require approval by a majority of votes cast by independent shareholders as well as all shareholders of the Company. Biographies for all of the Directors standing for re-election can be found in the Directors' Biographical Details section on pages 11 to 13.
• Resolution 7 relates to political and charitable donations.
• Resolution 8 seeks shareholder approval in order to authorise the Directors, for the purposes of section 551 of the Companies Act 2006 (the 'Act'), to allot shares or grant rights to subscribe for or convert any security into shares up to an aggregate nominal amount of £52,300. This represents one third of the total issued Ordinary Share capital of the Company (excluding treasury shares) as at 28th May 2025, being the last practicable date before publication of this Notice.
• Resolution 9 seeks shareholder approval to allow the Board for the purposes of the Act to call general meetings (other than an annual general meeting) on 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called on such notice. The Company will not use such authority as a matter of routine, and only in circumstances where the flexibility is merited by the business of the meeting, the proposals are time-sensitive or where it would be to the advantage of the members as a whole and moreover where the proposals are not of a complexity that might require more time for consideration by members.

Letter from the Chair continued

In line with best corporate governance practice, voting on the business of the meeting will be conducted on a poll. I would encourage shareholders to exercise their right to vote in the following ways:

• You can cast your votes by proxy by completing the enclosed Form of Proxy and returning it to Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK. Alternatively, you can vote online at www.shareview.co.uk by creating an online portfolio using the Shareholder Reference Number printed on your Form of Proxy. Full details of how to vote using the Form of Proxy or via the internet can be found in the Notice on page 6. Completion and return of the Form of Proxy will not prevent shareholders from attending in person using the virtual facility and voting at the meeting should they subsequently decide to do so.
• CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM as detailed in the Notes 7 and 8 to the Notice on page 7.
• Users of the Proxymity platform may use that platform to submit their proxy appointment in respect of the AGM as detailed in the Note 10 to the Notice on page 7.
• Please note that all Forms of Proxy and electronic proxy appointments must be received by 2.00pm (UK time) on Thursday 26th June 2025.

The results of voting on the Resolutions will be released by RNS and posted on the Company's website following the AGM. I look forward to seeing you at the AGM.

Yours faithfully

Andy Palmer Non-Executive Chair

Pod Point Group Holdings plc

Registered Office: 222 Gray's Inn Road, London WC1X 8HB Company Number: 12431376

Notice of the 2025 Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Pod Point Group Holdings plc (the 'Company') will be held at 2.00pm (BST time) on Monday 30th June 2025 by means of a virtual meeting to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 8 will be proposed as ordinary resolutions and Resolution 9 will be proposed as a special resolution.

Ordinary Resolutions

Directors

Executive Directors

1. THAT, Melanie Lane be re-elected as a Director of the Company.

Non-independent Non-Executive Directors

1. THAT, Robert Guyler be re-elected as a Director of the Company.

Independent Non-Executive Directors

1. THAT, Gareth Davis be re-elected as a Director of the Company.

2. 1. THAT, Margaret Amos be re-elected as a Director of the Company.
3. 1. THAT, Karen Myers be re-elected as a Director of the Company.
4. 1. THAT, Andrew Palmer be re-elected as a Director of the Company.

Political donations

• 1. THAT, the Company and any company which is a subsidiary of the Company at the time this resolution is passed or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be generally authorised to:
  2. make donations to political parties and independent election candidates not exceeding £25,000 in total;
  3. make donations to political organisations other than political parties not exceeding £25,000 in total; and
  4. incur political expenditure not exceeding £25,000 in total,

provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £25,000. This authority shall expire at the close of the next annual general meeting of the Company or on 5th September 2026 (whichever is earlier). Words and expressions used in this resolution that are defined for the purpose of Part 14 of the Act shall have the same meaning for the purpose of this resolution.

Directors' authority to allot shares

1. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £52,300, such authority to apply in substitution for all previous authorities granted pursuant to section 551 of the Act without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made, and provided that this authority shall expire at the end of the next annual general meeting of the Company or at 6.00 p.m. on 5th September 2026, whichever is the earlier, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

Special Resolutions

Notice of general meetings

1. THAT, a general meeting of the Company other than an annual general meeting, may be called on not less than 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called at such notice.

By order of the Board

Anita Guernari Company Secretary

5th June 2025

Notes to the Notice of the 2025 Annual General Meeting

Proxies

• 1. A registered member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company but must attend the meeting in person using the virtual facility to represent you. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
• 1. A Form of Proxy is enclosed with this Notice. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person using the virtual facility. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register. A space has been included in the Form of Proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK on +44 (0) 371 384 2030. Lines open 8.30am to 5.30pm (BST), Monday to Friday (excluding bank holidays).

For additional Forms of Proxy you may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope.

1. To appoint a proxy: either (a) the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited with the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK; or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Notes 7 and 8 below; or (c) online proxies must be lodged in accordance with Note 5 below; or (d) proxies submitted via the Proxymity service must be lodged in accordance with Note 10 below; in each case so as to be received no later than 48 hours before the time of the holding of the AGM (excluding non-working days) or any adjournment thereof.

Please note that all Forms of Proxy and electronic proxy appointments must be received by 2.00pm (UK time) on Thursday 26th June 2025 or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. The form must be executed.

Nominated persons and corporate representatives

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares:

(a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and

(b) in other cases, the power is treated as not exercised.

Online voting

1. The website address for online voting is www.shareview.co.uk. Shareholders will need to create an online portfolio using the Shareholder Reference Number as printed on the Form of Proxy, and to agree to certain terms and conditions. Alternatively, shareholders who have already registered with Equiniti Registrars' online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio by using their usual user ID and password. Once logged in, simply click 'view' on the 'My Investments' page, click on the link to vote and then follow the onscreen instructions. Full details and instructions on these electronic proxy facilities are given on the respective websites.

Total voting rights

• 1. Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one vote on a poll. The total number of issued Ordinary Shares in the Company on 28th May 2025, which is the last practicable date before the publication of this document, is 156,900,118. Therefore, the total number of votes exercisable as at 28th May 2025 is 156,900,118.
• 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Proxymity

1. If you are an institutional investor you may 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. Your proxy must be lodged by 2.00 pm on Thursday 26th June 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Automatic poll voting

1. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting, which is also in line with best corporate governance practice. Instructions on how to vote on a poll online are set out on page 14. The results of the poll will be published on the Company's website and notified to the market once the votes have been counted and verified.

Participation in the meeting

1. In line with the Board's 'remote first' philosophy, the 2025 AGM will only be available for shareholders to attend online, by logging onto https://meetings.lumiconnect.com/100-870-153-093. For further details please refer to pages 14 to 15 which provide a user guide for people participating remotely, including information on how to ask questions and cast your vote during the meeting. An active internet connection is required for you to attend and participate in the meeting electronically. It is your responsibility to ensure you remain connected for the duration of the meeting.

Questions

1. Any shareholder attending the meeting has the right to ask questions and shareholders are encouraged to submit questions relating to the business of the AGM in advance of the AGM by email to investor.relations@pod-point.com.

You can also ask questions relating to the business of the AGM on the day of the AGM via https://meetings.lumiconnect.com/ 100-870-153-093. This facility will not be available prior to the day of the AGM itself.

The Company is required to answer questions relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. For further details on how to ask questions at the meeting, please refer to pages 14 to 15 which provide a user guide for shareholders to ask questions remotely.

Notes to the Notice of the 2025 Annual General Meeting continued

Documents on display

1. Copies of the Letters of Appointment between the Company and its Non-Executive Directors will be available at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) until the date of the AGM.

Information available on the website

1. A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found on the Company's website at https://investors.pod-point.com.

Electronic Addresses

1. Shareholders may not use any electronic address provided in either this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Explanatory Notes on the Resolutions

Throughout these notes, all references to 'the Act' are to the Companies Act 2006 (as amended).

Resolutions 1 to 8 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 9 is proposed as a special resolution. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Re-election of Directors (Resolutions 1 to 6)

In accordance with Provision 18 of the 2018 UK Corporate Governance Code (which requires that directors should seek re-election by shareholders on an annual basis) all of the Directors will seek re-election at the AGM, other than Norma Dove-Edwin and Erika Schraner who will step down from the Board at the AGM. Separate resolutions are proposed for each of the re-elections.

The Board has reviewed the role of each of the Directors standing for re-election and remains satisfied that each of such Directors continues to have the skills and competence to carry out their responsibilities as a member of the Board and continues to make an effective and valuable contribution to the Board and demonstrates commitment to the role. Biographical details for the Directors standing for re-election are provided on pages 11 to 13 below.

Under the UK Listing Rules, EDF Energy Customers Limited is classed as a 'controlling shareholder' of the Company. This means that the independent Non-Executive Directors of the Company must be re-elected by a majority of the votes cast by the independent shareholders of the Company, as well as by a majority of the votes cast by all the shareholders. The concept of the independent shareholders of the Company means all the shareholders of the Company other than EDF Energy Customers Limited and its associates. Therefore, the resolutions for the re-election of the independent Non-Executive Directors (Resolutions 3 to 6) will be taken on a poll and the votes cast by the independent shareholders and by all the shareholders will be calculated separately. Such resolutions will be passed only if a majority of the votes cast by the independent shareholders are in favour, in addition to a majority of the votes cast by all the shareholders being in favour. If the ordinary resolution to approve the re-election of an existing independent Director is passed, but separate approval by the independent shareholders is not given, the UK Listing Rules permit an existing independent Director to remain in office pending a further ordinary resolution of all the shareholders to approve the re-election of that Director. Such a resolution may only be voted on within the period of between 90 days and 120 days following the date of the original vote. The Company will, on announcing the results of the AGM, announce, in respect of Resolutions 1 to 6, the result of both the vote of all the Company's shareholders and the vote of the independent shareholders. If separate independent shareholder approval is not given for any relevant resolution, the Company intends that the relevant Director's appointment will continue for 120 days from the date of the original vote, unless a further ordinary resolution for re-election is passed. If a further resolution to approve the re-election of the relevant Director is defeated, his or her appointment will cease on that resolution being defeated.

None of the independent Non-Executive Directors seeking re-election at the 2025 AGM has any existing or previous relationship, transaction or arrangement with the Company, the other Directors, any controlling shareholder of the Company or any associate of a controlling shareholder of the Company, within the meaning of UK Listing Rule 10.6.16R (1) other than as disclosed in this Notice of Meeting.

Political donations (Resolution 7)

It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of that expression. However, it may be that some of the Company's activities may fall within the potentially wide definition of a political donation in the Act and, without the necessary authorisation, the Company's ability to communicate its views effectively to political audiences and to relevant interest groups could be inhibited. Such activities may include briefings at receptions or conferences – when the Company seeks to communicate its views on issues vital to its business interests – including, for example, conferences of a party political nature or of special interest groups in specific areas. Accordingly, the Directors believe that the authority contained in this resolution is necessary to allow it (and its subsidiaries) to fund activities which it is in the interests of shareholders to support. The authority will enable the Company and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies or the activities covered by the Act, unintentionally commit a technical breach of the Act. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report.

Directors' authority to allot shares (Resolution 8)

Under the Act, the directors of a company may only allot new shares (or grant rights to subscribe for or convert any securities into shares) if authorised to do so by the shareholders in a general meeting. The authority proposed under Resolution 8 will allow the Directors to allot new shares and to grant rights to subscribe for or convert any securities into shares up to a nominal value of £52,300, which is equivalent to one third of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 28th May 2025, being the last practicable date before publication of this Notice. The Company does not currently hold any of its Ordinary Shares in treasury.

The Directors have no present intention to allot shares or grant rights to subscribe for or convert any security into shares pursuant to this authority. However, the Directors consider it desirable to have the flexibility to respond to market developments and to enable allotments to take place in appropriate circumstances. Given the Company's current capital structure, the Directors do not consider it necessary to seek the additional authority to allot up to a total of approximately 66% of the total issued Ordinary Share capital of the Company, in connection with a rights issue, as permitted by the guidance of the Investment Association.

Explanatory Notes on the Resolutions continued

If this resolution is passed the authority will expire on the conclusion of the next annual general meeting or at 6.00 p.m. on 5th September 2026, whichever is the earlier.

Notice of general meetings (Resolution 9)

The Act requires that the notice period for general meetings of the Company should be 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. The Company is currently able to call general meetings (other than an annual general meeting) on 14 clear days' notice and would like to preserve this ability. In order to be able to do so, shareholders must have approved the calling of meetings on 14 clear days' notice. This approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. In the event that a general meeting is called on less than 21 clear days' notice, then the Company will meet the requirements for electronic voting under section 8 of the Companies (Shareholders' Rights Regulations) 2009 in order to be able to call a general meeting on 14 clear days' notice. CREST voting will be permitted to fulfil these requirements.

The Company will not use the authority to call a general meeting on 14 clear days' notice as a matter of routine, and only in circumstances where the flexibility is merited by the business of the meeting, the proposals are time-sensitive or where it would be to the advantage of the members as a whole and moreover where the proposals are not of a complexity that might require more time for consideration by members.

Resolution 9 will be proposed as a special resolution.

Dr Andy Palmer CMG | Non-Executive Chair of the Board

Chair of the Nomination Committee

Date of appointment: 9th November 2021

Experience

Andy has more than 44 years' experience in the automotive industry. He served as President and Group Chief Executive of Aston Martin Lagonda Global Holdings plc from 2014 to 2020 and Chief Operating Officer and Chief Planning Officer of Nissan Motor Corporation from 2013 to 2014 (where he also served in a variety of positions, 13 years in Japan after heading Nissan Engineering in Europe for ten years). From mid-2020 until the end of 2022, Andy served as Executive Vice Chair & CEO of Switch Mobility Ltd, and Chair of Optare plc. He currently serves as Non-Executive Chair to InoBat AS, Ionetic Ltd, Brill Power Ltd and Hilo Ltd.

Andy holds an Engineering Master of Science from the University of Warwick and a PhD in Engineering from Cranfield University. He is a Fellow of the Royal Academy of Engineering, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Chartered Management Institute. Andy was honoured in 2014 with a Companion of the Most Distinguished Order of Saint Michael and Saint George for contribution to the British automotive industry.

Contribution and key strengths

Recognised by AutoExpress as the most influential person in the automotive industry over the past 30 years. Extensive listed company experience in plc governance, business development and leadership, leading two companies through IPO and fund raising at Series A to C. Having led the development of the world's first mass production EV, the Nissan LEAF, Andy has subsequently dedicated his career to the deployment of net zero carbon initiatives.

External appointments

Andy is Chair of Inobat AS, Ionetic Ltd, HiLo EV Limited and Brill Power Limited and Founder of Palmer Automotive Ltd., a consulting company to the automotive industry. Andy serves as an Honorary Group Captain in the RAF.

Non-independent Directors

Melanie Lane | Chief Executive Officer

Date of appointment: 1st May 2024

Experience

Melanie has been working at the heart of the energy transition within the mobility sector for the last decade. She had a long and successful career at Shell, working in various business units and countries and has built key skills in commercial and operational delivery with a particular focus on leading transformational change across a range of subsectors, geographies and customer bases.

Melanie's most recent position was as CEO of Shell Recharge Solutions, formerly NewMotion at the time of her appointment in 2020. During her time at the company, Melanie oversaw step change growth in Recharge's customer base and top line revenues, diversified the portfolio of products and scaled operational capability, increasing annual installations from 16,000 to 50,000 and amassing a network of more than 500,000 chargers.

Contribution and key strengths

Proven track record in leading large teams across multiple geographies. Strong operational and commercial capabilities and deep knowledge of the EV industry. Melanie is known for her strength in leadership, change management, business transformation and results delivery.

External appointments

None.

Rob Guyler | Non-Executive Director

Member of the Nomination Committee

Date of appointment: 11th February 2020

Experience

Rob was appointed to the Board as a Non-Executive Director in February 2020. He currently serves as Chief Financial Officer, EDF Energy, a position he has held since 2015. Rob also served as Finance Director for EDF Energy Nuclear Generation Ltd from April 2009 to February 2015. He has a BSC Hons in business studies from the University of Bradford and is qualified as a Chartered Management Accountant (ACMA).

Contribution and key strengths

Extensive experience of financial management within a listed environment, M&A as both acquirer and seller, ERP implementation and management of IT Operations and Cyber Security. Management of large projects and interaction with External Audit, Internal Audit and external Regulators. Deep Energy experience including Electricity Industry and Electricity Supply and Generation. Interaction with Government through BEIS and the Treasury.

External appointments

Rob is Chief Financial Officer at EDF Energy.

Independent Non-Executive Directors

The following Directors are proposed for re-election as independent Non-Executive Directors. The Board has considered the independence of each of these Directors by reference to the circumstances set out in Provision 10 of the UK Corporate Governance Code and is satisfied that they are independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement.

The independent Directors together bring complementary skills and experience to the Board as a result of which each is considered to be an effective and valuable member of the Board.

Gareth Davis | Independent Non-Executive Director

Member of the Nominations and Remuneration Committees

Date of appointment: 9th November 2021

Experience

Gareth began his career at Imperial Brands plc and served as Chief Executive from 1996 to 2010. He was a Non-Executive Director of DS Smith plc from 2010-2011 and served as Chair from 2012 to January 2021. Gareth also served on the Boards of Ferguson plc (as Non-Executive Director from 2003 to 2004, Senior Independent Director from 2004 to 2011 and Chair from 2011 to 2019), William Hill plc (as Chair from 2010 to 2018), M&C Saatchi (as Deputy Chair from 2020 to 2021 and Chair from 2021 to 2023) and Gresham House Ltd (as Non-Executive Director from 2019 to 2023). Gareth has a Bachelor of Arts in Economics and Geography (Hons) from the University of Sheffield.

Contribution and key strengths

Extensive experience in both manufacturing and international sale and marketing including corporate restructures and multi-billiondollar M&A deals, plc governance, business development, risk management, executive leadership, stakeholder and investor relations, environment, and health, safety and sustainability.

External appointments

None.

Karen Myers | Senior Independent Director

Chair of the Remuneration Committee and member of the Audit & Risk, ESG and Nomination Committees

Date of appointment: 9th November 2021

Experience

Karen was the former Group HR and Corporate Communication Director for Mobico Plc (formerly known as National Express) from September 2021 to February 2025. Her remit included corporate affairs and Karen had direct responsibility for the company's global sustainability policy. Karen has over 25 years' experience in FTSE companies performing various senior HR and Corporate Communication roles.

Prior to Mobico, Karen worked at William Hill plc from 2015 until 2021 as Chief HR Officer, taking on additional accountability for Corporate Affairs in 2019. Prior to William Hill plc, Karen served as HR Director of RSA Insurance Group plc from 2009 to 2015. Karen started her career as a graduate trainee at Marks & Spencer Group plc, where she worked from 1997 to 2001, and has worked at Barclays Bank plc (from 2001 to 2006), BT Ltd (from 2006-2008) and Tesco Corporation (from 2008 to 2009) in a number of executive managerial HR roles. Karen also served as Chair of the William Hill Foundation from 2015 to June 2021 and has been a Non-Executive Director and Remuneration Committee Chair for KellyDeli Ltd since January 2020. Karen has a Master of Arts (Hons) in Modern History from the University of Dundee and is an associate of the Chartered Institute of Personnel and Development.

Contribution and key strengths

Extensive experience of executive leadership in HR, with specific focus on listed plc remuneration, talent, succession planning and engagement; large scale transformation and transaction experience, transport and infrastructure sectors with specific focus on sustainability, ESG and related matters within transport, regulatory environments and corporate affairs including public affairs.

External appointments None.

Dr Margaret Amos | Independent Non-Executive Director

Chair of the Audit & Risk and ESG Committees and member of the Nominations and Remuneration Committees

Date of appointment: 9th November 2021

Experience

Margaret began her career at Rolls-Royce plc in 1990, and most recently served as Senior Finance Business Partner, Aerospace (from 2013 to 2015) and Finance Director, Corporate, IT and Engineering (from 2015 to 2017). After Rolls-Royce plc, Margaret founded and acted as Managing Director of A2 Business Solutions from 2018 to 2020. She was previously a Non-Executive Director of NMCM plc, Velocity Composites plc, Tyman plc and Volution plc.

Margaret holds a doctorate in Professional Practice from the University of Derby and a master's in Global Supply Chain Management (with distinction) from the University of Nottingham. She is a fellow of the Chartered Institute of Management Accountants and the Chartered Institute of Procurement and Supply.

Contribution and key strengths

Substantial experience in finance and business strategy, transformation and supply chain restructuring, international M&A and sustainability.

External appointments

Margaret is a Non-Executive Director and Chair of the Audit Committee of the Trust Alliance Group (not-for-profit organisation) and a Non-Executive Director of Hunting plc (where she is also member of each board committee).

User guide to participating in the 2025 AGM remotely

For the 2025 Annual General Meeting, Pod Point is enabling shareholders to attend, participate and vote in the Meeting electronically.

Accessing the AGM virtually

Please visit https://meetings.lumiconnect.com/100-870-153-093 on your smartphone, tablet or computer.

You will then be required to enter your:

• Shareholder Reference Number (SRN)
• PIN (the first two and the last two digits of your SRN)

Access will be available one hour prior to the start of the meeting. If you experience any difficulties, please contact Equiniti by emailing hybrid.help@equiniti.com stating your full name and postcode.

You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible. An active internet connection is required at all times to participate in the meeting.

Home page and broadcast

Once logged in, you will see the home page which contains instructions for using the platform.

At the commencement of the meeting, the live broadcast of the proceedings will be available on the right-hand side of your device.

Click play on the broadcast, ensure that your device is unmuted and the volume is turned up.

Voting

Once the Chair has formally opened voting, the list of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote.

Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received, there is no submit button.

To vote on all resolutions displayed select the 'vote all' option at the top of the screen.

To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.

Questions

Written questions can be submitted by selecting the messaging icon from the navigation bar and typing your question into the 'Ask a question' box. Click the send button to submit the question.

Copies of questions you have submitted can be viewed by selecting 'My Messages'.

Virtual microphone

If you would like to ask your question verbally, press the 'Request to speak' button at the top of the broadcast window.

Follow the on-screen instructions to join the queue.

Documents

Meeting documentation can be found within the documents tab in the navigation bar. Documents can be read within the platform or downloaded to your device in pdf format.

Appointed proxies and corporate representatives

If you plan to participate in the meeting as a proxy or corporate representative, please contact our registrar Equiniti by emailing hybrid.help@equiniti.com. Your unique SRN and PIN, which is required to access the meeting, will be provided once a valid proxy appointment or letter of representation has been received.

To avoid delay accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.

Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales).

User guide to participating virtually at Pod Point Annual General Meeting

Meeting ID: 100-870-153-093

To login you must have your SRN and PIN (which is the first two and last two digits of your SRN) Your SRN can be found printed on your Form of Proxy

When visiting https://meetings.lumiconnect.com/100-870- 153-093, you will be taken to the login screen, where you will need to enter your Shareholder Reference Number (SRN), and PIN, which is the first two and last two digits of your SRN.

When successfully authenticated, you will be taken to the Home Screen. The Meeting presentation and broadcast will appear automatically if viewing through a web browser to the side of the page. This can be viewed in full screen by pressing the button in the top right corner. If viewing via a Mobile phone or tablet, you may have to click the 'Broadcast' icon to view the meeting.

If you would like to ask a question, select the messaging icon. Type your message within the chat box at the top of the messaging screen. Click the send button to submit.

Alternatively, you can ask a verbal question during the Q&A session by clicking the 'Requested to Speak' button.

For each resolution, press the choice corresponding with the way in which you wish to vote. When selected, a confirmation message will appear.

When the Chair declares the poll open, a list of all resolutions and voting choices will appear on your device. Scroll through the list to view all resolutions.

Notes