S&U : Notice of Annual General Meeting

This document is important and requires your immediate attention.

If you are in any doubt as to any aspects of the proposals referred to in this document or about the action you should take, you should seek your own personal financial advice from your stockbroker, accountant, solicitor, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred your shares in S&U plc, please forward this document, together with the accompanying documents, 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 transmission to the purchaser or transferee. However such documents should not be distributed, forwarded or transmitted into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

S&U Plc

(incorporated and registered in England and Wales under registration number 342025)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY CIRCULAR TO SHAREHOLDERS

Notice convening the Annual General Meeting of S&U plc ("the Company") to be held at Nuthurst Grange, Hockley Heath, Warwickshire B94 5NL on Thursday 25 May 2023 at 12.00 noon is set out at the end of this document. In order to reduce the Company's environmental impact, you will not receive a hard copy form of proxy for the 2023 Annual General Meeting in the post automatically. Instead, you will be able to appoint a proxy electronically using the link https://www.signalshares.com. Details of how to request, and complete, a hard copy form of proxy are set out on page 6 of this document. Shareholders are requested to submit a form of proxy as soon as possible and, in any event, so as . to arrive no later than 12.00 noon on Tuesday 23 May 2023.

Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 2 to 3 of this document which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.

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S&U Plc

2 Stratford Court

Cranmore Boulevard

Solihull

Birmingham

B90 4QT

25 April 2023

To ordinary and preference shareholders

Dear Shareholder

Annual General Meeting 2023

The 2023 Annual General Meeting of the Company will be held at Nuthurst Grange, Hockley Heath, Warwickshire B94 5NL on Thursday 25 May 2023 at 12.00 noon. The formal notice of the meeting is set out at the end of this document.

I am writing to give you details of the items of business that will be put before the meeting.

This year, shareholders will be asked to approve 20 resolutions, which are summarised below. Resolutions 1 to 18 (inclusive) will be proposed as ordinary resolutions. This means that more than 50 per cent of the votes cast must support these resolutions. Resolutions 19 and 20 will be proposed as special resolutions. At least 75 per cent of the votes cast must support these resolutions if they are to be passed.

Resolution 1: Annual report and accounts

Each year the directors of the Company are required to lay before the annual general meeting the annual report and accounts of the Company together with the directors' report and auditors' report on those accounts. The annual report and accounts for the year ended 31 January 2023 are available on the Company's website at www.suplc.co.uk. In order to reduce our impact on the environment we encourage shareholders to receive electronic communications wherever possible. If you have elected to receive correspondence in hard copy, the copy of the annual report and accounts for the year ended 31 January 2023 will accompany this document.

Resolution 2: Directors' remuneration report

As we are a listed company, it is a statutory requirement that the directors' remuneration report (other than the directors' remuneration policy) be subject to an advisory vote by shareholders at the annual general meeting. The directors' remuneration report describes how the Company's directors' remuneration policy has been implemented during the previous financial year and will be implemented in the current financial year. This vote is advisory and not binding, and, therefore, no entitlement of a director to remuneration is conditional on it.

The directors' remuneration report for the year ended 31 January 2023 is set out in full on pages 30 to 42 of this year's annual report and accounts.

Resolution 3: Final dividend

The directors are recommending a final dividend of 60 pence per ordinary share to holders of ordinary shares whose names appear on the register at the close of business on 16 June 2023. If approved, the final dividend will be paid on 7 July 2023.

Resolutions 4 to 13: Reappointment and appointment of directors

Resolutions 4 to 13 (inclusive) propose the reappointment of Anthony Coombs, Graham Coombs, Jack Coombs, Tarek Khlat, Demetrios Markou, Jeremy Maxwell, Graham Pedersen, Chris Redford and Thomas Graham Wheeler and resolution 13 proposes the election of Ed Ahrens, in each case, as directors of the Company.

In accordance with provision 18 of the UK Corporate Governance Code, at each annual general meeting, all directors wishing to continue in office will submit themselves for election or re-election. All of the directors who were appointed or re-appointed at the 2022 annual general meeting will stand for re-election at this annual general meeting. Ed Ahrens, who joined the S&U Board on 14 February 2023, is standing for election.

Biographical details of each of these directors are set out on pages 28 and 29 of this year's annual report and accounts and, in the case of any non-executive directors proposed to be reappointed, further explanation is given on page 46 of this year's annual report and accounts.

Resolution 14: Amend the maximum number of directors allowed under the articles

The Company currently has 10 directors which is the maximum number allowed under the Company's articles of association. Resolution 14 proposes increasing such maximum number to 15. The directors have no current plans for further Board appointments so this amendment is to allow for any potential future appointments to be within the maximum threshold set out in the Company's articles of association in circumstances where that may be required.

Resolutions 15 and 16: Reappointment and remuneration of auditors

The Company is required to appoint auditors at each annual general meeting at which its annual accounts are presented to shareholders, to hold office until the next such meeting. Therefore, Resolution 15 proposes the reappointment of Mazars LLP as auditors and, in accordance with normal practice, Resolution 16 authorises the directors to determine the auditors' remuneration.

Resolution 17: Political donations and political expenditure

The Company's policy is not to make donations to political parties and there is no intention to change that policy. However the Companies Act 2006 ("2006 Act") defines political expenditure, political donations and political organisations very widely such that normal business activities which might not be thought to be political expenditure or a political donation to a political organisation in the usual sense may be included and thus require prior shareholder approval. For example, sponsorship of industry forums, funding of seminars and other functions to which politicians are invited, matching employees' donations to certain charities, expenditure on organisations concerned with matters of public policy, law reform and representation of the business community and communicating with the Government and political parties at local, national and European level may fall under the terms of the 2006 Act.

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Accordingly, the Company, in common with many other public companies, proposes to seek authority to incur a level of political donations and political expenditure to cover these kinds of activities on a precautionary basis, in order to avoid possible inadvertent contravention of the 2006 Act. The authority does not purport to authorise any particular donation or expenditure but is expressed in general terms, as required by the 2006 Act. Furthermore, as permitted under the 2006 Act, the authority covers any political donations made or political expenditure incurred, by any subsidiaries of the Company and covers three categories: (i) donations to political parties or independent election candidates; (ii) donations to political organisations; and (iii) political expenditure. Therefore, as a precautionary measure, you will be asked to give the Company authority to make political donations to political parties or independent election candidates not exceeding £20,000 in total, to make political donations to political organisations (other than political parties) not exceeding £20,000 in total and to incur political expenditure not exceeding £50,000 in total.

If given, this authority will expire at the conclusion of the Company's next annual general meeting. It is the directors' intention to renew this authority each year.

Resolution 18: Authority to allot shares

Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

Resolution 18 is in two parts.

If passed, part (a) of resolution 18 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) in connection with a rights issue only up to an aggregate nominal amount of £151,884 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (b) of resolution 18). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 24 April 2023, being the last practicable date before the publication of this document.

If passed, part (b) of resolution 16 will authorise the directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £151,884 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (a) of resolution 18). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 24 April 2023, being the last practicable date before the publication of this document.

If given, these authorities will expire at the conclusion of the Company's next AGM or on 25 August 2024 (whichever is the earlier). It is the directors' intention to renew the allotment authority each year.

As at the date of this document, no ordinary shares are held by the Company in treasury.

The directors have no current intention to exercise either of the authorities sought under resolution 18. However, the directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise.

Resolutions 19 and 20: Purchase by the Company of its own shares

Resolutions 19 and 20, which will be proposed as special resolutions, seek to renew a similar authority granted at the Company's last annual general meeting. If passed, resolution 19 will allow the Company to buy back up to 200,000 4.2 per cent cumulative preference shares. Resolution 20 will, if passed, allow the Company to buy back up to 3,598,506 31.5 per cent cumulative preference shares. The directors have no current intention of exercising either authority and would only do so if they were satisfied that the purchases would be likely to result in an increase in expected earnings per share and would be in the best interests of shareholders generally.

Any shares purchased under this authority would be cancelled. The board does not intend that any shares will be held as treasury shares.

If given, these powers will expire at the conclusion of the Company's next AGM or on 25 August 2024 (whichever is the earlier). It is the directors' intention to renew these powers each year.

Recommendation

The directors consider that the resolutions set out in the notice of the meeting at the end of this document are in the best interests of the Company and its shareholders as a whole and, accordingly, recommend that you vote in favour of them, as the directors intend to do in respect of their own beneficial shareholdings.

Action to be taken

As a member you are entitled to appoint the Chairman as proxy to exercise all or any of your rights to attend, speak and vote at the AGM. Please submit a form of proxy indicating how you wish your votes to be cast on each of the resolutions.

In order to reduce the Company's environmental impact, you will not receive a hard copy form of proxy for the 2023 Annual General Meeting in the post automatically. Instead, you will be able to appoint a proxy electronically using the link https://www.signalshares.com. Details of how to appoint a proxy in this way are set out on page 6 of this document.

Alternatively, you may request a hard copy form of proxy directly from our Registrar, Link Group. Details of how to request, and complete, a hard copy form of proxy are set out on page 6 of this document.

To be effective, this form of proxy must be submitted as soon as possible but, in any event, so as to reach the Company's registrars, Link Group by no later than 12.00 noon on Tuesday 23 May 2023 (or, in the event that the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).

CREST members can cast their votes using CREST electronic voting (further details of which are set out in the notes in the notice of AGM). Yours sincerely

Anthony Coombs

Chairman

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting of S&U plc will be held at Nuthurst Grange, Hockley Heath, Warwickshire B94 5NL on Thursday 25 May 2023 at 12.00 noon for the following purposes:

To consider and, if thought fit, pass the following resolutions. Resolutions 1 to 18 (inclusive) will be proposed as ordinary resolutions and resolutions 19 and 20 will be proposed as special resolutions.

Ordinary Resolutions

1. To receive and adopt the directors' report and the Company's annual accounts for the year ended 31 January 2023, together with the auditor's report on those accounts and the auditable part of the directors' remuneration report.
2. To approve the directors' remuneration report (other than the part that contains the director's remuneration policy) for the year ended 31 January 2023.
3. To declare a final dividend for the year ended 31 January 2023 of 60 pence per ordinary share in the capital of the Company, to be paid on 7 July 2023 to holders of ordinary shares whose names appear on the register at close of business on 16 June 2023.
4. To re-elect as a director of the Company Anthony Coombs (Age 70).
5. To re-elect as a director of the Company Graham Coombs (Age 70).
6. To re-elect as a director of the Company Jack Coombs (Age 35).
7. To re-elect as a director of the Company Tarek Khlat (Age 56).
8. To re-elect as a director of the Company Demetrios Markou (Age 79).
9. To re-elect as a director of the Company Jeremy Maxwell (Age 56).
10. To re-elect as a director of the Company Graham Pedersen (Age 68).
11. To re-elect as a director of the Company Chris Redford (Age 58).
12. To re-elect as a director of the Company Graham Wheeler (Age 60).
13. To elect as a director of the Company Ed Ahrens (Age 52).
14. To increase the maximum number of directors allowed under the articles of association from 10 to 15.
15. To re-appoint Mazars LLP as auditors of the Company until the conclusion of the next annual general meeting at which accounts are laid before the Company.
16. To authorise the directors to determine the remuneration of the auditors.
17. That pursuant to section 366 of the Companies Act 2006 ("2006 Act"), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution shall have effect, be and are hereby authorised, in aggregate:
18. 1. to make political donations (as defined in section 364 of the 2006 Act) ("Political Donations") to political parties (as defined in section 363(1) of the 2006 Act) ("Political Parties") and/or to independent election candidates (as defined in section 363(3) of the 2006 Act) not exceeding £20,000 in total;
    2. to make Political Donations to political organisations (as defined in section 363(2) of the 2006 Act) other than Political Parties not exceeding £20,000 in total; and
    3. (to incur political expenditure (as defined in section 365 of the 2006 Act) ("Political Expenditure") not exceeding £50,000 in total,

in each case, during the period beginning with the date of the passing of this resolution and ending on the conclusion of the next AGM of the Company after the passing of this resolution or on 25 August 2024 (whichever is the earlier). In any event:

1. the aggregate amount of Political Donations and Political Expenditure to be made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000; and (ii) each of the amounts referred to in this resolution may comprise one or more sums in different currencies which, for the purposes of calculating any such amount, shall be converted at such rate as the directors may, in their absolute discretion, determine to be appropriate.

18. That, pursuant to section 551 of the 2006 Act, the directors be and they are generally and unconditionally authorised to exercise all the powers of the Company to allot Relevant Securities:

1. comprising equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £151,884 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (b) of this resolution) in connection with a rights issue:
2. 1. 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; and

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1. 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 such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1. otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £151,884 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (a)),

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 on 25 August 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.

In this resolution, "Relevant Securities" means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; 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 shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.

These authorities are in substitution for all existing authorities under section 551 of the 2006 Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

Special Resolutions

1. That the Company be generally and unconditionally authorised, in accordance with section 690 of the 2006 Act, to make market and/or off-market purchases (within the meaning of section 693 of the 2006 Act) of 4.2 per cent cumulative preference shares of £1 each in the capital of the Company ("4.2 per cent Cumulative Preference Shares") provided that:
2. 1. the maximum number of 4.2 per cent Cumulative Preference Shares hereby authorised to be purchased is 200,000;
   2. the price to be paid for the shares is such price as the Board considers to be reasonable and in the interests of shareholders as a whole, having taken independent financial advice; and
   3. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 25 August 2024 (whichever is the earlier) unless such authority is renewed prior to that time (except in relation to the purchase of 4.2 per cent Cumulative Preference Shares the contract for which was concluded before such time and which will or may be executed wholly or partly after such time).
3. That the Company be generally and unconditionally authorised, in accordance with section 690 of the 2006 Act, to make market and/or off-market purchases (within the meaning of section 693 of the 2006 Act) of 31.5 per cent cumulative preference shares of £0.125 each in the capital of the Company ("31.5 per cent Cumulative Preference Shares") provided that:
4. 1. the maximum number of 31.5 per cent Cumulative Preference Shares hereby authorised to be purchased is 3,598,506;
   2. the price to be paid for the shares is such price as the Board considers to be reasonable and in the interests of shareholders as a whole, having taken independent financial advice; and
   3. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 25 August 2024 (whichever is the earlier) unless such authority is renewed prior to that time (except in relation to the purchase of 31.5 per cent Cumulative Preference Shares the contract for which was concluded before such time and which will or may be executed wholly or partly after such time).

By Order of the Board

Chris Redford

Secretary

25 April 2023

Registered office: 2 Stratford Court, Cranmore Boulevard, Shirley, Solihull, West Midlands, B90 4QT.

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