Inchcape plc

Update Statement

At the Annual General Meeting of Inchcape plc ("the Company") held on 15 May 2025, the resolution to approve the Directors' Remuneration Report (resolution 2) passed with 64.55% of votes in favour.

In accordance with Provision 4 of the FRC's 2024 UK Corporate Governance Code, the Company has released this statement to provide an update to shareholders on the actions taken and the views received from shareholders, following the vote.

Prior to the 2025 AGM, the Board of Directors consulted with our largest shareholders and with shareholders' proxy advisers on the Remuneration Committee's implementation decisions in respect of executive remuneration for 2025.

Some shareholders expressed a concern with the salary increase for the Group Chief Executive, which was above workforce average, and the stretch in the performance targets for the one-off PSP award.

Following the AGM, the Chair of the Remuneration Committee wrote to the top 50 shareholders, representing c. 80% of the issued share capital, to provide further rationale for the Remuneration Committee's decisions on these matters. This included a detailed overview of the Group Chief Executive's strategic achievements and the performance required for the one-off PSP targets over the next three years, both of which are integral to the successful execution of the Accelerate+ strategy. Having considered feedback received, the Board is satisfied with its decisions and has concluded that no further actions are necessary.

Also, as part of this consultation, shareholders were also invited to provide their views on proposals for the Remuneration Policy which will be put to shareholder vote at the 2026 AGM. This consultation is on-going, and the feedback received so far, and in respect of the 2024 Remuneration Report, has been helpful in formulating the proposals for the 2026 policy.

The Board is grateful to shareholders for their engagement, and the Board will continue its constructive dialogue with shareholders, considering their feedback when setting remuneration.

An update will be published in our 2025 Annual Report in accordance with the UK Corporate Governance Code, along with the 2026 Remuneration Policy which will be put to shareholder vote at the 2026 AGM.