Motorpoint : Notice of Annual General Meeting

Motorpoint Group plc

LETTER FROM THE CHAIR

Dear Shareholder

Notice of Annual General Meeting 2023

I am pleased to inform you that the Annual General Meeting ("AGM" or the "Meeting") of the Company will be held at 10:00 a.m. on Wednesday, 26 July 2023 at Motorpoint Coventry, 6 Meto Lakha Close, Coventry, CV6 5QS.

Notice of the AGM is set out on pages 3 to 5 of this document with explanatory notes set out on pages 9 to 10. There will be an opportunity for you to ask questions at, and I would encourage you to attend, the AGM.

Voting

At the meetings itself, voting on all 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 votes by proxy, rather than just the votes of Shareholders who attend the AGM.

The voting results will be published on our website www.motorpointplc.com and they will also be released to the London Stock Exchange via a Regulatory Information Service.

Your vote is important to us. We encourage shareholders to vote electronically at www.signalshares.com as your vote will automatically be counted. Shareholders are encouraged to exercise their right to vote by appointing the Chair of the meeting to be their proxy at the AGM in accordance with their instructions.

You can also vote by downloading the new shareholder app, LinkVote+, on Apple App Store or Google Play and following the instructions.

If you would prefer to use a paper proxy form to appoint your proxy, you may request one from the Company's registrar, Link Group, by calling the shareholder helpline. Details of the helpline and further information on how to appoint a proxy to vote on your behalf are set out in the Notice on page 7 of this document.

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 RA10. Further information regarding the appointment of proxies and voting is set out in the Notes to this Notice of Meeting. Please note that all proxy votes and appointments must be received by the Registrar no later than 10:00 a.m. on 24 July 2023.

If you are an institutional investor you may also 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.

Website

Our corporate website www.motorpointplc.com provides more information about Motorpoint including:

• a copy of our full Annual Report and Accounts; and
• all our latest news and regulatory announcements.

Questions

Shareholders who wish to ask a question of the Board relating to the business of the meeting can do so by sending an email to companysecretary@motorpoint.co.uk. In addition, shareholders who attend the AGM in person may pose questions to the Board in person.

Recommendation

The Directors of the Company consider that all of the resolutions to be proposed at the Meeting are in the best interests of Motorpoint and its shareholders as a whole and are most likely to promote the success of Motorpoint. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings currently amounting to approximately 10% of the issued share capital of Motorpoint.

Yours sincerely

John Walden

Chair

Motorpoint Group plc

Motorpoint Group plc

NOTICE OF 2023 ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting (the "AGM" or the "Meeting") of Motorpoint Group plc (the "Company") will be held on Wednesday, 26 July 2023 at 10.00 a.m. at Motorpoint Coventry, 6 Meto Lakha Close, Coventry, CV6 5QS.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions and resolutions 13 to 16 (inclusive) will be proposed as special resolutions.

ORDINARY RESOLUTIONS

1. 2023 Annual Report and Accounts
   To receive, consider and adopt the Company's audited financial statements for the financial year ended 31 March 2023, together with the Directors' Report and the Auditors' Report on those accounts (collectively the "Annual Report and Accounts").
2. Directors' Remuneration Report
   To approve the Directors' Remuneration Report contained within the Annual Report and Accounts.
3. Directors' Remuneration Policy
   To approve the Directors' Remuneration Policy which is set out on pages 94 to 101 (inclusive) of the Directors' Report contained within the Annual Report and Accounts and which will take effect on the date that the resolution is passed.
4. Re-electionof Director
   To re-elect Mark Carpenter as an executive director of the Company.
5. Re-electionof Director
   To re-elect Chris Morgan as an executive director of the Company.
6. Re-electionof Director
   To re-elect John Walden as a non-executive director of the Company.
7. Re-electionof Director
   To re-elect Mary McNamara as a non-executive director of the Company.
8. Re-electionof Director
   To re-elect Adele Cooper as a non-executive director of the Company.
9. Re-electionof Director
   To re-elect Keith Mansfield as a non-executive director of the Company.
10. Appointment of Auditors
    To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are laid.
11. Auditors' Remuneration
    To authorise the Board to determine the auditors' remuneration.
12. Authority to Allot Shares
    That, in accordance with section 551 of the Companies Act 2006 (the "Act"), the directors of the Company (the "Directors") be and are generally and unconditionally authorised to exercise all the powers of the Company to allot Relevant Securities:
13. 1. up to an aggregate nominal amount of £601,265 (such amount to be reduced by the aggregate nominal amount of Relevant Securities that have been allotted pursuant to paragraph 12.2 of this Resolution) in connection with a rights issue (as defined in the Listing Rules published by the Financial Conduct Authority) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws of any territory or the requirements of any relevant regulatory body or stock exchange; and
    2. otherwise than pursuant to paragraph 12.1 of this Resolution, up to an aggregate nominal amount of £300,632 (such amount to be reduced by the aggregate nominal amount of Relevant Securities that have been allotted pursuant to paragraph 12.1 of this Resolution in excess of £300,632),

provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or at the close of business on 26 October 2024 (whichever is the earlier), save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the Directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.

Motorpoint Group plc

NOTICE OF 2023 ANNUAL GENERAL MEETING

CONTINUED

In this Resolution, "Relevant Securities" means ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") or rights to subscribe for or to convert any security into Ordinary Shares; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into Ordinary Shares is to the nominal amount of the Ordinary Shares which may be allotted pursuant to that right.

These authorities are in substitution for and shall replace all existing authorities (which, to the extent unused at the date of this Resolution, are revoked with immediate effect), but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

13. Disapplication of Pre-emption Rights

That, subject to the passing of Resolution 12, the Directors are given power pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that Resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares (or to holders of other equity securities in the capital of the Company, as required by the rights of those securities or subject to such rights as the Directors otherwise consider necessary) but subject to the Directors having the right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws of any territory or the requirements of any relevant regulatory body or stock exchange;
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 13.1 above) up to an aggregate nominal amount of £90,189; and

13.3 to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 13.1 or paragraph 13.2 above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 13.2 above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

such power to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 26 October 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 power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

14. Disapplication of Pre-emption Rights - Acquisitions

That, subject to the passing of Resolution 12, the Directors are given power pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act"), in addition to any power given under Resolution 13, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by paragraph 12.2 of Resolution 12 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £90,189, used only 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 Board of the Company 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
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

such power to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 26 October 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 power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

15. Authority for Market Purchase of Shares

That, pursuant to section 701 of the Companies Act 2006 (the "Act"), the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares of £0.01 each in the capital of the Company, provided that:

15.1. the maximum number of such shares that may be purchased is 9,018,988 (representing approximately 10% of the Company's issued Ordinary Share capital); and

15.2. the minimum price which may be paid for each such Ordinary Share is its nominal value and the maximum price is the higher of 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately before the purchase is made and the price which is the higher of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out, in each case exclusive of expenses,

and (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or at the close of business on 26 October 2024 (whichever is the earlier), save that the Company may enter into a contract to purchase Ordinary Shares before the expiry of this authority under which such purchase will or may be completed or executed wholly or partly after this authority expires and may make a purchase of Ordinary Shares pursuant to any such contract as if this authority had not expired.

16. General Meeting Notice Period

That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

On behalf of the Board

Chris Morgan Company Secretary 16 June 2023

Registered Office: Motorpoint Group plc Champion House Stephensons Way Derby, DE21 6LY

Company Number: 10119755