Cambria Automobiles PLC : Notice of AGM 2012

This document is important and requires your immediate attention. If you are in any doubt about what action to take, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your ordinary shares in Cambria Automobiles plc please pass this document together with the accompanying Directors Report and Financial Statements and Proxy Form to the person who arranged the sale or transfer for passing on to the purchaser or transferee. CAMBRIA AUTOMOBILES PLC AGM 9 JANUARY 2012 CHAIRMAN'S LETTER NOTICE OF AGM

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CHAIRMAN'S LETTER

CAMBRIA AUTOMOBILES PLC Registered in England and Wales (Company No: 05754547) Registered Office:
Swindon Motor Park Dorcan Way Swindon
Wiltshire
SN3 3RA
To Ordinary Shareholders
15 December 2011
Dear Shareholder

Annual General Meeting 9 January 2012

The Annual General Meeting (the "AGM") of the Company is to be held at 10 a.m. on 9
January 2012 in the showroom of Grange Aston Martin, Great North Road, Welwyn Garden City, Hertfordshire AL8 7TQ. The notice convening the AGM is set out at the end of this letter.
In addition to the routine business of the AGM, there is one of item of special business to be transacted, as summarised and explained below:
1. Purchase of own shares (Resolution 7)
The Directors consider that it would be beneficial to the Company if, in certain circumstances, the Company had the power to purchase its own ordinary shares (the "Ordinary Shares").
At the present time, the Directors have no wish to exercise the power to purchase any of the Ordinary Shares. However, they consider it is appropriate to have the flexibility to do so. Accordingly, they recommend that power in certain circumstances to buy in Ordinary Shares up to a maximum prescribed limit be granted for a limited period.
The Directors will only implement such purchases if they are satisfied, after careful consideration, that these are in the best interests of the Company and shareholders generally and would result in an increase in expected earnings per share. Furthermore, account will be taken of the overall financial implications for the Company.
If such purchases were made, the Company would be able to do either or a combination of the following:

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(a) cancel the purchased Ordinary Shares so reducing the total number of
Ordinary Shares in issue; or
(b) where the shares were purchased out of distributable profits, subject to certain limitations, hold them as treasury shares.
Treasury shares themselves may be cancelled or sold for cash. The statutory pre- emption rights apply to a sale of treasury shares for cash. Finally, if such purchases were made, to the extent the purchased shares are held as treasury shares, any increase in earnings per share would only be temporary, until the shares in question were either cancelled or sold or transferred out of treasury.
Resolution 7, which will be proposed as a Special Resolution, authorises the Directors to purchase up to a maximum of 10,000,000 Ordinary Shares, being 10 per cent of the issued share capital of the Company as at 14 December 2011 (the latest practicable date prior to printing of this document), and provides that the maximum price per Ordinary Share payable on any exercise of the authority shall not be more than the higher of:
(a) an amount equal to 105% above the market value of an Ordinary Share for the five business days prior to making any purchase; and
(b) the higher of the price for the last independent trade of and the highest current independent bid for any number of Ordinary Shares on AIM.
The minimum price payable shall be 10p per Ordinary Share, being the nominal value of an Ordinary Share. For this purpose, both the maximum and minimum prices permitted to be paid are exclusive of expenses.
The authority will expire on 31 December 2014 or at the conclusion of the next AGM, whichever is the sooner.

ACTION TO BE TAKEN BY SHAREHOLDERS

Enclosed with this letter is a Proxy Form for use at the AGM.

Shareholders are urged to complete the Proxy Form and return it to the Company's Registrar, at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to arrive not later than 48 hours before the time fixed for the Meeting.

The return of the appropriate Proxy Form will not prevent a shareholder from attending the
Meeting and voting in person if he/she is entitled to do so and so wishes.

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RECOMMENDATION Your Directors consider that the proposal set out above is in the best interests of the Company and its shareholders as a whole. They recommend that you vote in favour of the resolutions set out in the notice of meeting as they intend to do in respect of their own shares in the Company.

Yours sincerely Warren Scott Chairman

Inspection of documents

The following documents will be available for inspection at the offices of Cambria
Automobiles plc, Swindon Motor Park, Dorcan Way, Swindon, Wiltshire SN3 3RA from 15
December 2011 until the time of the AGM and at Grange Aston Martin, Great North Road, Welwyn Garden City, Hertfordshire AL8 7TQ from 15 minutes before the AGM until it ends:
(a) copies of the executive directors' service contracts;
(b) copies of letters of appointment of the non-executive directors; and
(c) a copy of the principal terms of the auditor liability limitation agreement proposed between the Company and KPMG Audit plc.

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NOTICE OF AGM The Annual General Meeting (the "AGM") of Cambria Automobiles plc will be held at the showroom of Grange Aston Martin Great North Road, Welwyn Garden City, Hertfordshire AL8 7TQ on 9 January 2012 at 10 a.m. for the following purposes:

As ordinary business to consider and, if thought fit, pass Resolutions 1 to 6 inclusive which will be proposed as ordinary resolutions.
1. To receive and approve the Directors' and Auditors' Report and Financial Statements for the year ended 31 August 2011.
2. To re-elect Michael Burt as a Director.
3. To re-elect James Mullins as a Director.
4. To re-appoint KPMG Audit plc as Auditors.
5. To authorise the Directors to determine the Auditors' remuneration.
6. To declare a final dividend of 0.3 pence per ordinary share in respect of the year ended 31 August 2011. This dividend will be paid on 16 January 2012 to the holders of ordinary shares at 4.30 p.m on 9 December 2012."
As special business to consider and, if thought fit, pass the following Resolution as a special resolution:
7. THATthe Company is granted general and unconditional authority for the purposes of s701 Companies Act 2006 to make market purchases (within the meaning of s693(4) Companies Act 2006) of ordinary shares of 10 pence each in its capital (the "Ordinary Shares") provided that:
(a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 10,000,000;
(b) the minimum price (excluding expenses) per Ordinary Share is not less than
10 pence;
(c) the maximum price (excluding expenses) per Ordinary Share is the higher of: (i) an amount equal to 105% of the average of the market value of an
Ordinary Share for the five business days immediately preceding the
day on which the purchase is made; and
(ii) the higher of the price quoted for the last independent trade of and the highest current independent bid for any number of Ordinary Shares on AIM; and
(d) this authority, unless previously renewed, shall expire on 31 December 2014 or at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution (whichever is the earlier) except in relation to the purchase of any Ordinary Shares the contract for

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which was concluded before the date of expiry of the authority and which would or might be completed wholly or partly after that date.

.

By order of the Board James Mullins Secretary

Swindon Motor Park Dorcan Way Swindon
Wiltshire
SN3 3RA
15 December 2011

NOTES:

(a) Only those shareholders entered on the relevant register of members (the "Register") for certificated or uncertificated shares of the Company (as the case may be) at 10a.m on 5 January 2012 (the "Specified Time") will be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at the time. Changes to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at the AGM. Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM. Should the AGM be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is

48 hours before the time fixed for the adjourned AGM or, if the Company gives notice of the adjourned

AGM, at the time specified in the notice.

(b) Any member may appoint a proxy to attend, speak and vote on his/her behalf. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member, but must attend the meeting in person. A proxy need not be a member. Proxy Forms should be lodged with the Company's Registrar not later than 48 hours before the time for which the AGM is convened. Completion of the appropriate Proxy Form does not prevent a member from attending and voting in person if he/she is entitled to do so and so wishes.

(c) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournments of it by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their sponsors or voting service providers, who will be able to take the appropriate action on their behalf.

For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK's specifications and must contain the information required for those instructions as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to the previously appointed proxy, must, to be valid, be transmitted so as to be received by the Company's agent (RA10) by the latest time for receipt of proxy appointments specified in the notice of meeting. 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

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Applications Host) from which the Company's agent is able to retrieve the message by enquiry to

CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK 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 voting service providers, to procure that its CREST sponsors or voting service providers take) 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.

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.

(d) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

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