Auto Trader : Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING 2023 AND EXPLANATORY NOTES

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, YOU ARE RECOMMENDED TO CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF YOU RESIDE ELSEWHERE, ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

If you have sold or otherwise transferred all of your shares in Auto Trader Group plc, please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Auto Trader Group plc 4th Floor

1 Tony Wilson Place

Manchester

M15 4FN

United Kingdom

Annual General Meeting: Thursday 14 September 2023 at 10:00am

CONTENTS

1. Letter to shareholders
2. Notice of Annual General Meeting

1. Explanatory notes

1. Directors' biographies

1. Notes

LETTER TO SHAREHOLDERS

Dear shareholders,

Auto Trader Group plc (the 'Company') will be holding its 2023 Annual General Meeting ('AGM') at 10:00am on Thursday 14 September 2023, at the Company's registered office: 4th Floor, 1 Tony Wilson Place, Manchester M15 4FN, United Kingdom.

The AGM is an important day in our calendar, and it is the Board of the Company's (the 'Board') opportunity to listen and respond to your questions.

As already announced, the Board has approved the appointment of Matt Davies as Chair Designate with effect from 1 July 2023, to succeed me as Chair at the conclusion of the 2023 AGM, prior to me becoming non-independent and in line with good corporate governance. Myself and each of the Directors of the Company (the 'Directors'), including Matt, expect to be in attendance

at the meeting.

We strongly encourage all shareholders to cast their votes by proxy, and recommend that you appoint the chair of the meeting as your proxy in order for your vote to be counted at the AGM. We encourage you to send any questions in respect of AGM business to [e-mail] beforehand.

Voting

At the meeting itself, voting on all the proposed resolutions will be conducted on a poll rather than a show of hands, in line with recommended best practice. Voting by poll is more transparent and equitable because it includes the votes of all shareholders who have cast their vote by proxy, rather than just the votes of shareholders who attend the AGM.

Shareholders of the Company will be asked to consider and, if thought fit, approve resolutions in respect of the matters set out on pages 2 and 3. The results will be published on our website plc.autotrader.co.uk/investors and they will also be released to the London Stock Exchange.

Website

Our corporate website plc.autotrader.co.uk/investors provides more information about the Company including:

• a copy of our full Annual Report and Financial Statements; and
• all the latest Auto Trader news and regulatory announcements.

Explanatory notes

An explanation of each of the resolutions is set out on pages 4 and 5.

Each new Director appointed to the Board should be subject to election by shareholders at the first AGM following their appointment, and all Directors should be subject to annual re-election by shareholders. Biographies of the Board can be found on pages 6 and 7 of this notice. Following the outcome of the Board evaluation process, the Nomination Committee concluded that each Director offering themselves for election or re-election makes an effective and valuable contribution to the Board and to the Committees on which they sit and demonstrates commitment to the role, including commitment of time for Board and Committee meetings and any other required duties.

Admission on the day

If possible, please arrive by 9:45am to allow sufficient time for registration and security clearance. Please bring your attendance document with you. This will be a copy of the email you will have received.

Action to be taken

Shareholders are able to vote online at www.shareview.co.uk or alternatively by logging on to www.sharevote.co.uk and following the instructions. Those holders who are registered for electronic communications will be sent an email incorporating a link to the online voting site (see below).

Electronic Proxy Appointment ('EPA') is available for the AGM. EPA enables shareholders to lodge their proxy appointment by electronic means via a website provided by the Company's registrar, Equiniti Limited (the 'Registrar'), at www.shareview.co.uk.

CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM. Our CREST Issuer Agent ID is RA19.

Further information regarding the appointment of proxies and voting is set out on pages 8 and 9.

Please note that all proxy votes and appointments, whether postal or electronic, must be received by the Registrar no later than 10:00am on Tuesday 12 September 2023.

Recommendation

The Board believes that the adoption of resolutions 1 to 19 will promote the success of the Company and is in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that all shareholders should vote in favour of all the resolutions to be proposed at the AGM, each of which is set out in the Notice of Meeting. Each of the Directors of the Company intends to vote in favour of all resolutions in respect of their own beneficial holdings.

As this will be my last AGM before I step down from the Board, may I take this opportunity to say what an honour it has been to serve as your Chairman for the eight years since the IPO, and to thank my fellow Board of Directors, the executive teams and our shareholders.

Yours sincerely,

Ed Williams

Chair

For and on behalf of Auto Trader Group plc 30 June 2023

Auto Trader Group plc  Notice of Annual General Meeting 2023

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NOTICE OF ANNUAL GENERAL MEETING

NoticeisherebygiventhatanAnnualGeneralMeeting ('AGM')ofAutoTraderGroupplc(the'Company') willbeheldat10:00amonThursday14September2023 at4th Floor,1TonyWilsonPlace,ManchesterM154FN, UnitedKingdomforthepurposeofconsideringand, ifthoughtfit,passingtheresolutionssetoutinthis notice.Resolutions1to15(inclusive)willbeproposed asordinaryresolutions.Resolutions16to19(inclusive) willbeproposedasspecialresolutions.

Ordinary resolutions

1. To receive the Company's audited financial statements for the financial year ended 31 March 2023, together with the Directors', auditors' and strategic reports on those financial statements (collectively, the 'Annual Report and Financial Statements').
2. To approve the Directors' remuneration report (other than the part containing the Directors' Remuneration Policy) for the financial year ended 31 March 2023 set out on pages 80 to 93 of the Annual Report and Financial Statements.
3. To declare a final dividend of 5.6 pence per ordinary share for the year ended 31 March 2023.

By separate resolutions and in respect of the following Directors who are subject to election or annual re-election in accordance with the UK Corporate Governance Code (the 'Code') and as set out in the Company's Articles:

1. To elect Matt Davies as a Director of the Company.
2. To re-elect Nathan Coe as a Director of the Company.
3. To re-elect David Keens as a Director of the Company.
4. To re-elect Jill Easterbrook as a Director of the Company.
5. To re-elect Jeni Mundy as a Director of the Company.
6. To re-elect Catherine Faiers as a Director of the Company.
7. To re-elect Jamie Warner as a Director of the Company.
8. To re-elect Sigga Sigurdardottir as a Director of the Company.
9. To re-elect Jasvinder Gakhal as a Director of the Company.
10. To re-appoint KPMG LLP as auditors of the Company to serve from the conclusion of this AGM to the conclusion of the next AGM at which accounts are laid.
11. To authorise the Board to fix the remuneration of the auditors.

Directors' authority to allot shares

15 (a) To generally and unconditionally authorise the Board in accordance with section 551 of the Companies Act 2006 (the '2006 Act') to exercise all powers of the Company to allot shares in the Company and/or to grant rights to subscribe for or to convert any security into shares in the Company ('Rights'):

1. up to an aggregate nominal amount of £3,067,022; and
2. comprising equity securities (as defined in section 560 of the 2006 Act) up to an aggregate nominal amount
   of £6,134,965 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph 15(a)(i) above) in connection with an offer by way of a rights issue:
3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities if this is required by the rights of those securities or subject to such rights, if the Board considers it necessary;

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws or requirements of, any recognised regulatory body or stock exchange in any territory or any other matter; such authority expiring (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed or, if earlier, at the close of business on 13 December 2024, but in each case so that the Company may make offers or agreements which would or might require shares to be allotted, or Rights to be granted, after expiry of this authority and the Board may allot shares and grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

1. That, subject to paragraph (c), all previous authorities given to the Board pursuant to section 551 of the 2006 Act be revoked by this resolution.
2. That paragraph (b) shall be without prejudice to the continuing authority of the Board to allot shares, or grant Rights, 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.

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Special resolutions

Partial disapplication of pre-emption rights

16 To generally authorise the Board, subject to the passing of resolution 15 in accordance with section 570 and section 573 of the 2006 Act, to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the authority conferred by resolution 15 and/or to sell ordinary shares held by the Company as treasury shares as if section 561(1) and sub-sections (1) - (6) of section 562 of the 2006 Act did not apply to the allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed or, if earlier, at the close of business on 13 December 2024, but the Company may make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after expiry of this power and the Board may allot equity securities (or sell treasury shares) in pursuance of that offer or agreement not withstanding that the authority conferred by this resolution has expired;
2. shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 15 (a)(ii), by way of a rights issue only):
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities or subject to such rights, if the Board considers it necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
4. in the case of the authority granted under resolution 15 (a)(i), shall be limited to the allotment of equity securities for cash (or the sale of treasury shares) otherwise than pursuant to paragraph (b) above up to an aggregate nominal amount of £920,199.

Partial disapplication of pre-emption rights in connection with an acquisition or specified capital investment

17 To generally authorise the Board, in addition to any authority granted under resolution 16 and subject to the passing of resolution 15, in accordance with section 570 and section 573 of the 2006 Act, to allot equity securities (as defined

1. in section 560 of the 2006 Act) for cash pursuant to the authority conferred by resolution 15 and/or to sell ordinary shares held by the Company as treasury shares as if section 561 (1) and sub sections (1) - (6) of section 562 of the 2006 Act did not apply to the allotment, such authority:

2. to be limited to the allotment of equity securities for cash (or the sale of treasury shares) up to an aggregate nominal amount of £920,199;
3. to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board 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; and
4. to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 13 December 2024), 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 Board may allot equity securities (or sell treasury shares) under any such offer or agreement as if the authority had not expired.

Company's authority to purchase its own shares

18 To generally and unconditionally authorise the Company for the purpose of section 701 of the 2006 Act to make one or more market purchases (within the meaning of section 693 of the 2006 Act) of its ordinary shares, subject to the following conditions:

1. the maximum number of ordinary shares authorised to be purchased is 92,019,875;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is the nominal value of an ordinary share at the time of such purchase;
3. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotation of an ordinary share of the Company as derived from the London Stock Exchange plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased;
   and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share of the Company and the highest current independent bid for an ordinary share of the Company as derived from the London Stock Exchange Trading System;
4. unless previously varied, revoked or renewed, this authority shall expire at the close of the next AGM of the Company after the date this resolution is passed or, if earlier, close of business on 13 December 2024;
5. the Company may make a contract to purchase ordinary shares under this authority before the expiry of this authority, and concluded in whole or in part after the expiry of this authority and may make a purchase of ordinary shares
   in pursuance of any such contract; and
6. any ordinary shares purchased under this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Board to be in the best interests of shareholders at the time.

Calling of general meetings on 14 days' notice

19 To authorise the Company to call any general meeting of the Company (other than an AGM) on not less than 14 clear days' notice.

By order of the Board,

Claire Baty

Company Secretary

30 June 2023

Registered Office:

4th Floor

1 Tony Wilson Place

Manchester

M15 4FN

United Kingdom

Registered in England and Wales

Registered number: 09439967

Auto Trader Group plc  Notice of Annual General Meeting 2023

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