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Inchcape plc announced on 29 July 2025 that its Board became aware of a technical issue concerning share buyback programmes conducted between 25 November 2024 and 9 January 2025, and from 4 March 2025 to 24 March 2025. The Company's 2024 accounts did not show sufficient distributable reserves to legally support these buybacks, resulting in non-compliance with the Companies Act 2006, despite actual sufficient reserves being held. To address this, Inchcape has published a Notice convening a General Meeting for 9:00 a.m. on Tuesday 26 August 2025.
| Date | 31 Jul 2025 |
| Time | 09:30:00 |
| Category | AGMs and other meetings |
| ID | 3734T |
INCHCAPE PLC
Notice of General Meeting
On 29 July 2025, Inchcape plc ("Inchcape" or the "Company") announced that the Board has become aware of a technical issue in relation to certain purchases of its ordinary shares undertaken by the Company as part of its share buyback programmes during the period commencing on 25 November 2024 and ending on 9 January 2025 (inclusive) and the period commencing on 4 March 2025 and ending on 24 March 2025 (inclusive) (the "Affected Share Buybacks").
Following a review, the Board has identified that the Company's accounts circulated in 2024, for the year ended 31 December 2023, did not show sufficient distributable reserves to support the Affected Share Buybacks. During 2024, the Company received dividends from its subsidiaries, which meant that the Company did, as a matter of fact, have sufficient distributable reserves for the Affected Share Buybacks at all relevant times. However, as the Company did not file interim accounts at Companies House to reflect these distributable reserves, as a matter of law, the Affected Share Buybacks did not comply fully with the requirements of the Companies Act 2006.
Inchcape has today published a Notice of General Meeting (the "Notice") convening a general meeting for 9.00 a.m. on Tuesday 26 August 2025 at Exchange House, Primrose Street, London, EC2A 2EG. The Notice outlines the steps that the Company proposes to take to address the Affected Share Buybacks. As previously indicated, the issues arising are technical in nature and do not have any impact on the Company's current trading or the payment of any dividends to shareholders.
In accordance with UK Listing Rule 6.4.1, the Notice, together with the Form of Proxy, is available for inspection at the National Storage Mechanism, which is located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Hard copy versions of these documents have been posted to shareholders who have elected to receive them in paper form and copies are also available to view on the Company's website: https://www.inchcape.com/investors/shareholder-centre/agm/
Copies of the Notice and accompanying documents will be available for inspection during normal business hours on any business day at the Company's offices at 22a St James's Square, London, SW1Y 5LP from the date of the Notice up to and including the date of the General Meeting and for the duration of the General Meeting.
For further information, please contact:
+44 (0) 20 7546 0022