Inchcape : Notice of Annual General Meeting 2023

INCHCAPE PLC REGISTERED OFFICE:

22A ST JAMES'S SQUARE LONDON

SW1Y 5LP

Inchcape plc

(incorporated and registered in England and Wales under number 609782)

NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting of the Company to be held at 11.00 a.m. on 18 May 2023 at the Institute of Directors, 116 Pall Mall, London SW1Y 5ED is set out on pages 4, 5 and 6 of this Circular.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received no later than 11.00 a.m. on 16 May 2023. Completion of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting should you choose to do so.

Alternatively, you may register your appointment of a proxy electronically by logging on to the Registrar's website (www.eproxyappointment.com/login) or, if you hold your shares via CREST, by using the CREST electronic proxy appointment service. Further details are set out in the Explanatory Notes on pages 7, 8 and 9 of this Circular and in the Form of Proxy.

(INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 609782)

INCHCAPE PLC REGISTERED OFFICE:

22A ST JAMES'S SQUARE LONDON

SW1Y 5LP

Nigel Stein (Chairman)

Duncan Tait (Group Chief Executive)

Jerry Buhlmann (Senior Independent Director)

Nayantara Bali (Non-Executive Director)

Juan Pablo Del Río Goudie (Non-Executive Director)

Byron Grote (Non-Executive Director)

Alexandra Jensen (Non-Executive Director)

Jane Kingston (Non-Executive Director)

Sarah Kuijlaars (Non-Executive Director)

John Langston (Non-Executive Director)

12 April 2023

DEAR SHAREHOLDER,

I am pleased to be writing to you with details of this year's Annual General Meeting (AGM) which we are holding at the Institute of Directors, 116 Pall Mall, London SW1Y 5ED on 18 May 2023 at 11.00 a.m.

The formal notice of the AGM is set out on pages 4, 5 and 6 of this document. I thought it might be helpful for me to write a few words on the resolutions to be proposed at the AGM.

RESOLUTIONS 1 TO 15

These resolutions deal with: the Annual Report and Accounts of the Company for the financial year ended 31 December 2022, together with the reports of the Directors (resolution 1); the Directors' Report on Remuneration (resolution 2); the Directors' Remuneration Policy (resolution 3); the declaration of a final dividend for the year ended 31 December 2022 (resolution 4); the election or re-election of Directors (resolutions 5 to 13); and the re-appointment and remuneration of the Company's auditors (resolutions 14 and 15).

Each of these resolutions will be proposed as an ordinary resolution.

Shareholders are being asked to approve a final dividend of 21.3 pence per ordinary share of

10 pence each for the year ended 31 December 2022. If you approve the recommended final dividend, this will be paid on 19 June 2023 to all ordinary shareholders who are on the register of members on 12 May 2023.

RESOLUTIONS 16 TO 19

These resolutions deal with: the Directors' authority to allot shares (resolution 16); authority to disapply pre-emption rights (resolution 17 and resolution 18); and authority for the Company to make market purchases of its own shares (resolution 19).

Resolution 16 will be proposed as an ordinary resolution and resolutions 17, 18 and 19 will be proposed as special resolutions.

RESOLUTION 20

The Companies Act 2006 requires that all general meetings must be held on 21 days' notice unless shareholders agree to a shorter notice period. At our 2022 AGM, a resolution was passed enabling us to preserve our ability to call general meetings (other than annual general meetings) on 14 clear days' notice. A similar resolution is being proposed this year.

Resolution 20 will be proposed as a special resolution.

2 (INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 609782)

INCHCAPE PLC REGISTERED OFFICE:

22A ST JAMES'S SQUARE LONDON

SW1Y 5LP

EXPLANATION OF BUSINESS

Explanatory notes on all the business to be considered at this year's AGM appear from page 10 of this document.

RECOMMENDATION

The Board considers that each resolution to be proposed at the AGM is in the best interests of the shareholders as a whole and unanimously recommends shareholders to vote in favour of all resolutions, as the Directors intend to do in respect of their own shareholdings, representing approximately 3.16 per cent of the issued share capital of the Company.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the enclosed Form of Proxy and return it to our Registrars, Computershare, as soon as possible. They must receive it by 11.00 a.m. on 16 May 2023. If you prefer, you can submit your proxy electronically either by logging on to the Registrar's website (www.eproxyappointment.com) or, if you are a CREST member, through the CREST system by completing and transmitting a CREST proxy instruction as described in the Explanatory Notes on page 8 of this Circular and in the Form of Proxy.

Yours faithfully,

Nigel Stein

Chairman

(INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 609782)

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INCHCAPE PLC REGISTERED OFFICE:

22A ST JAMES'S SQUARE LONDON

SW1Y 5LP

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Inchcape plc (Company) will be held at the Institute of Directors, 116 Pall Mall, London SW1Y 5ED on 18 May 2023 at 11.00 a.m.

You will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 17 to 20 (inclusive) will be proposed as special resolutions.

All other resolutions will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

1. To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2022, together with the reports of the Directors.
2. To approve the Directors' Report on Remuneration for the financial year ended 31 December 2022.
3. To approve the Directors' Remuneration Policy contained in the Directors' Report on Remuneration.
4. To declare a final dividend of 21.3 pence per ordinary share of 10 pence in the capital of the Company.
5. To re-elect Nayantara Bali as a Director of the Company.
6. To re-elect Jerry Buhlmann as a Director of the Company.
7. To elect Juan Pablo Del Río Goudie as a Director of the Company.
8. To elect Byron Grote as a Director of the Company.
9. To re-elect Alexandra Jensen as a Director of the Company.
10. To re-elect Jane Kingston as a Director of the Company.
11. To re-elect Sarah Kuijlaars as a Director of the Company.
12. To re-elect Nigel Stein as a Director of the Company.
13. To re-elect Duncan Tait as a Director of the Company.
14. To re-appoint Deloitte LLP as auditor of the Company (Auditor) to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
15. To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
16. To authorise the Directors generally and unconditionally in accordance with section 551 of the Companies Act 2006, in substitution for all subsisting authorities, to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £13,766,904, such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 17 August 2024), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

4 (INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 609782)

INCHCAPE PLC REGISTERED OFFICE:

22A ST JAMES'S SQUARE LONDON

SW1Y 5LP

17. THAT if Resolution 16 is passed, the Directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 16 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and
2. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 17) to any person or persons up to an aggregate nominal amount of £2,065,035,

and shall expire upon the expiry of the general authority conferred by Resolution 16, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

18. THAT, if Resolution 16 is passed and in addition to the power conferred by Resolution 17, the Directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 16 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall:

1. be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £2,065,035; and
2. only be used 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 Directors determine 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 shall expire upon the expiry of the general authority conferred by Resolution 16, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

(INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 609782)

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