Autins : Notice of AGM 2022 (Revised)

________________________________________

Notice of Annual General Meeting

Autins Group plc

_______________________________________

Autins General Meeting

Autins Group plc

Central Point One

Central Park Drive

Rugby

CV23 0WE

www.autins.com

21st February 2022

Dear Shareholder

The 2022 Annual General Meeting (the "AGM") of Autins Group plc (the "Company") will be held on Thursday 17 March 2022 at 11:00 am to conduct the necessary business of the meeting.

In light of the company's health and safety policy with regard to social distancing procedures associated with the COVID-19 pandemic we will be applying safeguards to the attendance of the AGM. Physical attendance at the Company's AGM will be restricted to no more than 10 persons including those required to conduct the meeting. The AGM will be held with a minimum quorum of members present, supplemented by way of a videoconference call allowing shareholders to dial into the AGM. Please advise us if you wish to attend in person at least 5 working days before the meeting at Cosec- [e-mail] the company will explicitly confirm in writing if we are able to accommodate your request. Note that unfortunately, any other shareholders, advisers or guests attempting to attend the AGM in person without explicit written confirmation will be refused admission.

Videoconference

Shareholders wishing to access the videoconferencing facility are asked to contact [e-mail].

Please note that attending via the videoconferencing facility does not constitute attendance in law and shareholders will not have the ability to speak, ask questions or vote through that facility. However, in these exceptional circumstances, the Board of Directors (the "Board") is keen to maintain engagement with shareholders. In order to facilitate this, if you are a shareholder and would like to ask the Board a question on the business of the AGM, please email your question to [e-mail],by 11:00 am on Tuesday 15 March 2022. Your questions will either be answered on the videoconference or responses will be made via return email, as deemed appropriate by the Board.

Proxy Voting

In light of the above arrangements, shareholders are therefore requested to vote on the resolutions in advance of the AGM by appointing a proxy. The Board strongly advises shareholders to appoint the Chairman of the AGM as their proxy. Details of how to vote via proxy are set out in the enclosed Notice of the AGM. Please note no hard copy proxy form has been sent to you.

Resolutions

Your Board believes that the resolutions contained in the Notice of the Meeting promote the success of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all resolutions.

Finally, I would like to take this opportunity to thank you for your continued support.

Yours faithfully,

Adam Attwood

Chairman

Notice of Annual General Meeting

Autins Group Plc

Notice is hereby given that the Annual General Meeting of Autins Group plc will be held at Autins Group Plc, Central Point One, Central Park Drive, Rugby, Warwickshire, CV23 0WE on Thursday 17 March

2022 at 11:00 am for the following purposes:

Ordinary Resolutions

1. To receive and adopt the financial statements for the year ended 30 September 2021 together with the Directors' Report and the Independent Auditor's Report (these are available to review atwww.autins.comand will also be sent to registered shareholders directly).
2. To re-appoint Gareth Kaminski-Cook as a director, who retires by rotation in accordance with the
   Company's Articles of Association.
3. To re-appoint BDO LLP as auditors to the Company to hold office until the next general meeting at which accounts are laid before the Company and to authorise the directors to determine their remuneration.
4. To consider and, if thought fit, pass the following ordinary resolution:

That the directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:

1. up to an aggregate nominal amount of £364,006.56 (such an amount being equal to one third of the Company's issued share capital); and
2. comprising equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount of £364,006.56 (such amount to be reduced by the nominal amount allotted or granted from time to time under (a) above) in connection with or pursuant to an offer or invitation by way of rights in favour of:
3. 1. holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and
   2. holders of any other class of equity securities entitled to participate therein or, if the directors consider it necessary as permitted by the rights of those securities, but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter whatsoever.

Such authority shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company or the date falling 15 months after the date of the passing of this resolution.

Special Resolutions

5. To consider and, if thought fit, pass the following special resolution:

That subject to the passing of resolution 4 above, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) of the Company for cash pursuant to the authorities conferred by resolution 4 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities for cash in connection with or pursuant to an offer or invitation (but in the case of the authority granted under resolution 5(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable)

to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or, if the directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the directors may deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates, or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of, any regulatory body or stock exchange in any territory or any other matter whatsoever; and

1. the allotment of equity securities for cash in the case of the authority granted under resolution 5(a) above, and otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £109,201.97 (such amount being equal to 10 per cent of the Company's share capital).

Such authority shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company or the date falling 15 months after the date of the passing of this resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot the relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

6. To consider and, if thought fit, pass the following resolution:

That, subject to the Company's Articles of Association and Section 701 of the Companies Act 2006, the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 163(3) of the Companies Act 2006) of its own ordinary shares on such terms and in such manner as the directors of the Company shall determine, provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 10% of the present issued share capital of the Company;
2. the maximum price which may be paid for each ordinary share is no more than 5% above the average of the price of the ordinary shares of the Company (derived from the London Stock Exchange Daily Official List) for the five business days prior to the date of purchase and the minimum price per ordinary share is the nominal value thereof in each case exclusive of any expenses payable by the Company;
3. the authority hereby given shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may make a purchase of ordinary shares after expiry of such authority in execution of a contract of purchase that was made under and before the expiry of such authority; and
4. any shares purchased will be held in treasury and may be resold at any time.

By order of the Board

Kamran Munir

Company Secretary

21 February 2022