THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to

what action you should take, you are recommended to seek your own financial advice immediately from

your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the

Financial Services and Markets Act 2000.

If you sell, or have sold or transferred all of your registered holdings of ordinary shares of 1p each in the

capital of BCA Marketplace plc (the "Ordinary Shares"), please forward this document, together with the

accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank

manager or other agent through whom the sale or transfer was effected for delivery to the purchaser or

transferee.

BCA MARKETPLACE PLC

(a company incorporated in England and Wales under Companies Act 2006,

as amended, with registered no. 09019615)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of BCA Marketplace plc (the "Company") to be held at the offices of

Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA on 23 June 2015 at 10.00am is

set out at the end of this document and the recommendation of the directors is set out on page 5.

Shareholders will find enclosed a Form of Proxy for use at the Annual General Meeting. The Form of Proxy

should be completed and returned to the Company’s registrars, Capita Registrars Limited, PXS, 34 Beckenham

Road, Beckenham, Kent BR3 4TU in accordance with the instructions printed on it as soon as possible and, in

any event, so as to be received no later than 10.00am on 21 June 2015. If you hold your Ordinary Shares in

uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy

Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the

registrar (under CREST Participant ID RA10) by no later than 10.00am on 21 June 2015. The time of receipt will

be taken to be the time from which the registrar is able to retrieve the message by enquiry to CREST in the

manner prescribed by CREST.

The action to be taken in respect of the Annual General Meeting is set out in the Chairman’s letter.

BCA Marketplace plc 2015 Annual General Meeting – Letter from the Chairman

2

LETTER FROM THE CHAIRMAN OF THE COMPANY (Incorporated and registered in England and Wales with registered no. 09019615)

Directors Registered Office Avril Palmer-Baunack (Executive Chairman) 20 Buckingham Street Spencer Lock (Group Managing Director) London James Corsellis (Non-Executive Director) WC2N 6EF Mark Brangstrup Watts (Non-Executive Director) 22 May 2015 Dear Shareholder This letter gives details of the business to be transacted at the 2015 Annual General Meeting (the "AGM") of the Company. Annual General Meeting Notice of the AGM (the “Notice”) is given on page 8. Resolutions 1 to 8 set out in the Notice detail the ordinary resolutions and resolutions 9 to 11 detail the special resolutions. Further explanation in relation to the resolutions is set out below. Location of meeting The AGM will be held at the offices Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA on 23 June 2015 at 10.00am. Dividend The Board does not recommend a dividend at this time. Future dividends will be considered by the Board on an ongoing basis in accordance with the Company’s dividend policy, details of which are contained in the prospectus published on 26 March 2015 (the "Prospectus"), a copy of which is available on the Company’s website (http://www.bcamarketplaceplc.com/investors/key-corporate-documents/2015.aspx). Resolution 1 – Approval of accounts Resolution 1 proposes the receipt and adoption of the accounts of the Company for the period ended 31 December 2014, together with the directors' report and auditors’ report on those accounts. The annual accounts are enclosed and are also available on the Company's website (http://www.bcamarketplaceplc.com/investors/key-corporate-documents/2015.aspx). The annual accounts of the Company were released by RNS on 26 March 2015 and were prepared in compliance with the requirements of the Companies Act 2006 (the “Act”) and the AIM Rules for Companies as at the date of their approval by the Board and, as such, do not include a remuneration report or a remuneration policy. Resolutions 2 to 5 – Election of Directors Spencer Lock, James Corsellis, Mark Brangstrup Watts and myself will all be subject to election at the AGM to comply with the provisions of the UK Corporate Governance Code which we have committed to comply with from the date of admission of the Ordinary Shares to trading on the main market of the London Stock Exchange on 2 April 2015. Further information regarding the Company’s corporate governance arrangements and the Board are contained in the Prospectus. Brief biographies of the Directors proposed for election are set out on pages 6 and 7: Resolution 2 proposes the election of Avril Palmer-Baunack as a director. Resolution 3 proposes the election of Spencer Lock as a director. Resolution 4 proposes the election of James Corsellis as a director. Resolution 5 proposes the election of Mark Brangstrup Watts as a director.

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Resolution 6 and 7 – Re-appointment and remuneration of auditors The appointment of PricewaterhouseCoopers LLP as auditors of the Company terminates at the conclusion of the AGM. They have indicated their willingness to stand for re-appointment as auditors of the Company until the conclusion of the annual general meeting in 2016. The Directors recommend their re-appointment and seek authority to fix their remuneration Resolution 6 proposes the re-appointment of PricewaterhouseCoopers as the Company's auditors and resolution 7 authorises the Directors to fix the auditors' remuneration. Resolution 8 and 9 – Directors’ authority to allot shares and disapplication of pre-emption rights The existing power granted to the Directors to allot shares expires at the conclusion of the AGM. Accordingly resolution 8 is proposed to renew the Directors’ authority to allot shares of up to a maximum nominal amount of (i) £2,600,824 (being 33.3 per cent. (i.e. one-third) of the Company’s issued ordinary share capital as at 21 May 2015) to such persons and upon such conditions as the Directors may determine; and (ii) a further maximum aggregate nominal amount of £2,600,824 (being 33.3 per cent. (i.e. one-third) of the Company’s issued ordinary share capital as at 21 May 2015) in connection with a rights issue (as defined in resolution 8 of the Notice). This is in line with the guidelines published by the Association of British Insurers. Under section 561(1) of the Act, if the Directors wish to allot any shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares for cash without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the Shareholders have first waived their pre-emption rights. Resolution 9 is in substitution for the authority granted at the general meeting held on 27 March 2015 and provides for non-pre-emptive allotments of equity securities (i) in connection with a pre-emptive offer, and (ii) otherwise than in connection with a pre-emptive offer and up to an aggregate nominal amount of £780,247 (which includes the sale on a non-pre-emptive basis of any shares held in treasury) representing 10 per cent. of the Company’s issued ordinary share capital (excluding treasury shares) as at 21 May 2015 (being the latest practicable date prior to publication of this notice). The Board intends not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 9 in excess of an amount equal to 5 per cent. of the Company’s issued ordinary share capital excluding treasury shares without prior consultation with Shareholders, other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The authorities sought in resolutions 8 and 9 at the AGM will expire on 23 September 2016 or, if earlier, the conclusion of the next annual general meeting of the Company. The authority sought and the limits set by Resolution 9 will also disapply the application of section 561 of the Act from a sale of treasury shares to the extent provided for in Resolution 9. The Directors have no present intention of exercising these authorities but consider it desirable that they should have the flexibility to act in the best interests of Shareholders when opportunities arise to extend the Group’s activities either to acquire further assets or to raise additional funds. Resolution 10 – Authority to make market purchases The existing authority authorising the Company to make market purchases of Ordinary Shares up to a maximum prescribed limit and within certain parameters is due to expire at the conclusion of the AGM. Resolution 10 proposes to renew this authority to expire at the earlier of 23 September 2016 or the conclusion of the 2016 AGM so that the Company would be enabled to purchase up to approximately 15 per cent. of the share capital, which is a maximum of 117,037,000 shares, with a stated upper limit on the price payable of the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share, as derived

BCA Marketplace plc 2015 Annual General Meeting – Letter from the Chairman

4

from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade and the highest independent bid on the London Stock Exchange in respect of Ordinary Shares at the time the purchase is carried out. The Directors have no present intention to exercise this authority. The Act permits companies to hold any shares acquired by way of market purchases in treasury rather than having to cancel them. The Company would consider holding any of its own shares purchased under the authority granted by this resolution as treasury shares. This would give the Company the ability to re-issue the treasury shares as and when required quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on shares while held in treasury and no voting rights will attach to those shares. However, prevailing circumstances may mean that the shares are cancelled immediately on repurchase. Resolution 11 – Notice period for general meetings By virtue of the admission of the Ordinary Shares to the main market of the London Stock Exchange, the Company is subject to the Companies (Shareholders’ Rights) Regulations 2009 which increases the notice period for general meetings of a company to 21 clear days unless shareholders approve a shorter period, which cannot be less than 14 clear days. Accordingly, Resolution 11 seeks the approval of Shareholders for the authority to be able to call general meetings (other than an annual general meeting) on 14 clear days’ notice. The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If the proposals at a given meeting are not time sensitive, the Company will not normally use the shorter notice period. The approval will be effective until the Company’s next annual general meeting, when it is expected that a similar resolution will be proposed. It should also be noted that the changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting. Action to be taken Shareholders will find enclosed a Form of Proxy for use at the AGM. Whether or not Shareholders intend to be present at the meeting, Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company’s registrars, Capita Registrars Limited of PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to be received either by post or hand (during normal business hours only) not later than 10.00am on 21 June 2015. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the registrar (under CREST Participant ID RA10) by no later than 10.00am on 21 June 2015. Unless the Form of Proxy or the CREST Proxy Instruction is received by the date and time specified above, it will be invalid. Completion and return of the Form of Proxy or completing and transmitting a CREST Proxy Instruction will not prevent Shareholders from attending and voting at the AGM should they so wish. Should you attend the meeting on your own behalf or on behalf of a registered holder of shares you must bring photographic proof of identity and, where attending on behalf of a registered holder, evidence of your appointment to represent that shareholder (this includes people appointed as proxies, corporate representatives and those with power of attorney). If your shareholding is held through a broker or nominee, as the registered shareholder they will be required to submit your vote by completing the Form of Proxy or voting through CREST. Should you wish to attend the AGM, your broker or nominee may appoint you as their proxy or as a corporate representative. A proxy may only be appointed by using the procedures set out in the notes contained in the AGM Notice and the notes to the Form of Proxy or, if shares are held in uncertificated form by using the CREST electronic proxy appointment service as detailed in the notes contained in the AGM Notice.

BCA Marketplace plc 2015 Annual General Meeting – Letter from the Chairman

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Recommendation The Board believes that the resolutions to be put to the AGM are in the best interests of Shareholders as a whole and, accordingly, recommends that shareholders vote in favour of the resolutions. Yours faithfully Avril Palmer-Baunack Executive Chairman

BCA Marketplace plc 2015 Annual General Meeting – Letter from the Chairman

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Director Biographies Avril Palmer-Baunack, Executive Chairman Date of appointment: 4 July 2014 Avril has over 20 years of executive experience with leading businesses in the UK automotive, support services, industrial engineering and insurance services sectors. Through a number of high profile industry roles, Avril has acquired significant experience of delivering operational improvements and implementing business turnarounds, executing organic and acquisitive growth strategies and a track record of delivering shareholder value in a public environment. Avril is currently Chairman of Redde plc. Avril has also held a broad range of executive roles throughout the automotive industry, with experience in companies engaged in vehicle salvage, car hire, auctions, transportation, distribution, logistics, vehicle processing and infrastructure. Avril was previously Executive Chairman and Deputy CEO of Stobarts Group Limited, one of the largest British multimodal logistics companies with interests in transport, distribution and infrastructure. Prior to this Avril was CEO of Autologic Holdings Plc, the largest finished vehicle logistics company in the UK and Europe. She joined Autologic from Universal Salvage Plc, where she held the position of CEO from March 2005 until the sale of the company to Copart UK Ltd in June 2007. Spencer Lock, Group Managing Director Date of appointment: 2 April 2015 Spencer joined the BCA Group as Managing Director of UK operations in November 2012. He has comprehensive experience within the motor industry spanning consumer finance, distribution and retail. Spencer joined the graduate programme at United Dominions Trust (part of Lloyds TSB) in 1987 and worked in sales and marketing and in risk management, providing consumer funding and stocking funding facilities to automotive retailers. In 1992 he moved into distribution, initially working with Ford Motor Company and then Nissan Motor Company, holding key responsibilities relating to sales, aftersales and franchising. In 1998, Spencer began working within Group Business Development at Inchcape PLC, one of the world’s largest independent automotive retail and distribution groups, before joining Inchcape’s UK retail business and rising to the position of UK Chief Executive Officer. During this time, the business expanded to become the second largest automotive retail group in the UK, with revenues of over £3 billion, and developed its core partner premium brand strategy. In 2010, Spencer became Chief Executive Officer of Inchcape’s Australasia operations, running retail and distribution operations in Australia and New Zealand. During this time, the Subaru distribution business, 90 per cent. owned by Inchcape, was the first independent brand to be awarded the prestigious JD Power award for customer satisfaction. James Corsellis, Non-Executive Director Date of appointment: 4 July 2014 Committee membership: Audit and Risk Committee, Remuneration Committee and the Nomination Committee. James Corsellis founded Marwyn, the asset management and corporate finance group, in 2002 with Mark Brangstrup Watts. James is joint managing partner of Marwyn Capital LLP, which provides corporate finance advice, and MIM LLP, which provides asset management solutions and investment advisory services, (both of which are regulated by the Financial Conduct Authority). James is a director of MAML, a regulated fund manager, and also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities. Marwyn has launched companies across a variety of sectors with James providing support to these companies, using his experience of working with a number of companies in various roles (including as Chairman of Entertainment One Limited and director of Breedon Aggregates Limited, Concateno plc and Catalina Holdings Limited) as well as his operating experience as the CEO and founder of technology business, iCollector plc and CM Interactive.

BCA Marketplace plc 2015 Annual General Meeting – Letter from the Chairman

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Mark Brangstrup Watts, Non-Executive Director Date of appointment: 4 July 2014 Committee membership: Audit and Risk Committee, Remuneration Committee and the Nomination Committee. Mark Brangstrup Watts founded Marwyn, the asset management and corporate finance group, in 2002 with James Corsellis. Mark is joint managing partner of Marwyn Capital LLP. Mark is a director of MAML and also a trustee of the Marwyn Trust. Marwyn has launched companies across a variety of sectors with Mark providing support to these companies, using his experience of working on the boards of several Official List and AIM quoted companies, including Entertainment One Limited, Advanced Computer Software plc, Inspicio plc and Talarius plc. Mark has also provided strategic consultancy services to some of the world’s leading companies including Ford, Toyota, Shell and Barclays.

BCA Marketplace plc Notice of Annual General Meeting 2015

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NOTICE OF ANNUAL GENERAL MEETING

BCA MARKETPLACE PLC (Incorporated and registered in England and Wales under number 0901615)

(the "Company") NOTICE is hereby given that the Annual General Meeting of the Company will be held at the offices of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA on 23 June 2015 at 10.00am for the transaction of the following business:

ORDINARY RESOLUTIONS 1. That the Company's accounts for the period ended 31 December 2014, together with the Directors'

report and the auditors' report on those accounts, be received and adopted.

2. That Avril Palmer-Baunack be elected as a Director.

3. That Spencer Lock be elected as a Director.

4. That James Corsellis be elected as a Director.

5. That Mark Brangstrup Watts be elected as a Director.

6. That PricewaterhouseCoopers LLP be re-appointed as auditors to the Company until the conclusion of the next Annual General Meeting of the Company.

7. That the Directors be authorised to fix the auditors' remuneration.

8. That, in substitution for the authority granted at the general meeting of the Company held on 27 March 2015, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot:

a. shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,600,824; and

b. equity securities of the Company (within the meaning of section 560 of the Act) in connection with an offer of such securities by way of a rights issue up to an aggregate nominal amount of £2,600,824,

provided that this authority shall expire on 23 September 2016 or, if earlier, at the conclusion of the next annual general meeting of the Company but, in each case, so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired. "rights issue" means an offer to:

(i) ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of shares held by them; and

(ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of these securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlement, record dates or legal, regulatory or practicable problems in, or under the laws of, any territory or any other matter.

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SPECIAL RESOLUTIONS

9. That, in substitution for the authority granted at the general meeting of the Company held on 27 March 2015, subject to the passing of Resolution 8 set out in the notice convening this meeting, the Directors be and are empowered in accordance with section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority granted by Resolution 8 and/or pursuant to section 573 of the Act to allot equity securities for cash where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free from the restriction in section 561 of the Act, such power to be limited to:

a. in the case of the authority granted under paragraph 8(a) of Resolution 8 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act, to the allotment of equity securities:

i. in connection with a pre-emptive offer; and ii. otherwise than in connection with a pre-emptive offer, up to an

aggregate nominal value of £780,247; b. in the case of the authority granted under paragraph (b) of Resolution 8, to the allotment of

equity securities in connection with an offer by way of a rights issue,

and such authority, unless renewed, shall expire on 23 September 2016 or, if earlier, at the conclusion of the next annual general meeting of the Company but shall extend to the making, before such expiry, of an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. For the purposes of this Resolution 9, “rights issue” has the same meaning given in Resolution 8 and “pre-emptive offer” means an offer of equity securities open for acceptance for a period fixed by the directors to:

i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. holders of other equity securities as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary,

but subject in both cases to such limits, restrictions or arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal regulatory or practical problems in, or under the laws of, any territory or any other matter.

10. That, in substitution for the authority granted at the general meeting of the Company held on 27 March 2015, in accordance with section 701 of the Act, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.01 in the capital of the Company (“Ordinary Shares”) on such terms as the Directors think fit, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 727 of the Act, including for the purpose of its employee share schemes, provided that:

a. the maximum number of Ordinary Shares hereby authorised to be purchased is 117,037,000;

b. the maximum price which may be paid for each Ordinary Share shall not be more than the higher of: (a) 105 per cent. 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 preceding the day on which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade and the highest independent bid on the London Stock Exchange at the time the purchase is carried out and the minimum price which may be paid for an Ordinary Share shall not be less than one penny (the maximum and minimum prices being exclusive of expenses); and

c. the authority hereby conferred shall, unless previously revoked or varied, expire on 23 September 2016 or, if earlier, at the conclusion of the next annual general meeting of the Company (except in relation to the purchase of Ordinary Shares the contract for which was

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concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry).

11. That a general meeting other than an annual general meeting may be called on not less than 14 clear

days’ notice.

Registered office 20 Buckingham Street London WC2N 6EF

BY ORDER OF THE BOARD Axio Capital Solutions Limited Company Secretary Date: 22 May 2015

Explanatory Notes: Entitlement to attend and vote i. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and paragraph 18(c) of The Companies

Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company’s register of members at 6.00pm on 21 June 2015 shall be entitled to attend and vote at the AGM (or if the AGM is adjourned, those members registered on the register of members of the Company not later than 48 hours before the time fixed for the adjourned meeting).

ii. During the meeting there will be an opportunity for shareholders, proxies or corporate representatives to ask

questions relevant to the business of the meeting. Appointment of proxies iii. If you are a member of the Company at the time set out in note (i) above, you are entitled to appoint a proxy or

proxies to exercise all or any of your rights to attend, speak and vote (on a show of hands or on a poll) at the AGM and you should have received a Form of Proxy with this notice of meeting, You can appoint a proxy only by using the procedures set out in these notes and the notes to the proxy form or, if you hold your shares in uncertificated form you may use the CREST electronic proxy appointment service as noted below.

iv. A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of

how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

v. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different

shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please photocopy the proxy form. All forms must be returned together in the same envelope.

vi. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fir in relation to any other matter which is put before the AGM.

Appointment of proxy using hard copy proxy form

vii. The notes to the proxy form explain how to direct your proxy how to vote on the resolutions or withhold their vote.

viii. To appoint a proxy using the proxy form, the form must be:

(a) completed and signed by the registered holder of the shares; (b) sent or delivered to Capita Registrars Limited at PXS, 34 Beckenham Road, Beckenham, Kent, Kent BR3

4TU; and (c) received by Capita Registrars Limited no later than 10.00am on 21 June 2015.

ix. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

x. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of

such power or authority) must be included with the proxy form.

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Appointment of proxy using CREST electronic proxy appointment service xi. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment

service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

xii. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST

Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland’s Manual. The message must be transmitted so as to be received by the Company’s registrar, Capita Registrars Limited (ID RA10), by 10.00am on 21 June 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

xiii. CREST members and, where applicable, their CREST sponsors or voting service providers should note that

Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal or sponsored member or has appointed (a) voting service provider(s) , to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

xiv. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of

the Uncertificated Securities Regulations 2001. Appointment of proxy by joint members

xv. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (with the first-named being the most senior).

Changing proxy instructions

xvi. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (with the first-named being the most senior).

xvii. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Capita Registrars Limited on 0871 6640300 (calls cost 10p per minute plus network extras). Lines are open 9.00am to 5.30pm Monday to Friday) or on +44203 7285000 from overseas.

xviii. If you submit more than valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

xix. In order to revoke a proxy instruction you will need to inform the Company by using one of the following methods:

xx. By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Capita Registrars Limited at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

xxi. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

xxii. In either case, the revocation notice must be received by Capita Registrars Limited before the time fixed for holding the AGM.

xxiii. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then,

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subject to paragraph xxiii below, your proxy appointment will remain valid.

xxiv. Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be terminated.

Corporate representatives xxv. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on

its behalf of all its powers as a shareholder provided that they do not do so in relation to the same shares. Nominated Persons

xxvi. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a Proxy for the AGM. If a Nominated Person has no such Proxy appointment right or does not wish to exercise it, he/she may under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

xxvii. The statements of the rights of shareholders in relation to the appointment of proxies in this notice do not apply

to a Nominated Person. The rights of shareholders in relation to the appointment of proxies can only be exercised by registered shareholders of the Company. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

Total voting rights

xxviii. As at 21 May 2015 (being the last practicable date prior to any publication of this notice) the Company’s issued share capital consist of 780,247,192 ordinary shares carrying one vote each with no shares held in treasury. The total voting rights in the Company as at 21 May 2015 are, therefore, 780,247,192.

Communications with the Company xxix. Except as provided above, members who have general queries about the AGM should telephone Capita Registrars

Limited on 0871 6640300 (calls cost 10p per minute plus network extras). Lines are open 9.00am to 5.30pm Monday to Friday) or on +44203 7285000 from overseas (no other methods of communication will be accepted). You may not use any electronic address provided either in this notice of AGM; or any related documents (including the Chairman’s letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

Publication of website statement xxx. It is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the

Company may be required to publish on its website a statement setting out any matter relating to the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM or any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Act and it must forward the statement to the Company’s auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on its website. A copy of this notice, and other information required by section 311A of the Act, can be found on the company’s website (www.bcamarketplaceplc.com).