Pod Point : Notice of 2024 Annual General Meeting

Pod Point Group Holdings plc

Notice of Annual General Meeting 2024

Tuesday 5th June 2024 at 2.00pm

This document is important and requires your immediate attention

This document gives notice of the Pod Point Group Holdings plc ('Pod Point' or the 'Company') 2024 Annual General Meeting

('the 2024 AGM') and sets out resolutions to be voted on at the meeting. If you are in any doubt as to the action you should take, it is recommended that you seek your own advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent professional adviser.

If you sell or have sold or otherwise transferred all your ordinary shares in the Company ('Ordinary Shares'), you should send this document together with the accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was affected, for onward transmission to the purchaser or transferee. If you sell or have sold only part of your holding of Ordinary Shares, you should retain this document and the accompanying documents and consult the bank, stockbroker or other agent through whom the sale or transfer was affected.

Notice of the 2024 Annual General Meeting to be held by means of a virtual meeting on Wednesday 5th June 2024 at 2.00pm is set out on pages 5 and 6 of this document.

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Contents

Letter from the Chair	3
Notice of the 2024 Annual General Meeting	5
Notes to the Notice of the 2024 Annual General Meeting	7
Explanatory notes on the resolutions	10
Directors' biographical details	12
User guide to participating remotely in the 2024 Annual General Meeting	17

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Letter from the Chair

222 Gray's Inn Road

London,

WC1X 8HB

26th April 2024

Dear Shareholder,

On behalf of the directors of Pod Point (together the 'Directors' or the 'Board'), it gives me great pleasure to invite you to attend the 2024 AGM which, in line with our remote first philosophy in relation to meetings, will be held by means of a virtual meeting on Wednesday 5th June 2024 at 2.00pm.

The formal notice of the 2024 AGM (the 'Notice') is set out on pages 5 and 6 of this document, detailing the resolutions that the shareholders are being asked to vote on, with explanatory notes of the business to be conducted at the 2024 AGM on pages 10 to 11. Details of the arrangements for the AGM are set out on pages 7 to 9 and 17 to 18. The Board supports the principle that annual general meetings should provide shareholders with an opportunity to communicate with the Directors and will make every effort to allow shareholders to ask questions and speak with the Directors at the 2024 AGM and we look forward to welcoming your participation.

As previously announced, the appointment of Melanie Lane as Chief Executive Officer of the Company is effective 1st May 2024, after the date of the Notice of AGM. As such there is no requirement for her to stand for election until the AGM in 2025. However, in the interests of good governance, Melanie will stand for election as CEO at the AGM. Her biography can be found on page 12. Additionally, Andy Palmer will stand down as CEO on 1st May 2024 and will therefore stand for re-election as an independent Non-Executive Director at the 2024 AGM. As explained on page 106 of the Company's report and accounts for the year ended 31st December 2023, the Board is satisfied that Andy can be considered independent on appointment.

The Directors believe that the resolutions set out in the Notice (the 'Resolutions') are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all the Resolutions. The Directors who own Ordinary Shares intend to vote in favour of the Resolutions.

If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the Resolutions.

The following is a brief summary of the business of the 2024 AGM:

• Resolution 1 relates to the receiving of the report and accounts for the year ended 31st December 2023.
• Resolution 2 is to approve the Annual Report on Remuneration, as set out on pages 119 to 131 of the Company's report and accounts for the year ended 31 December 2023.
• Resolutions 3 to 12 relate to the election and re-election of the Directors in accordance with Provision 18 of the 2018 UK Corporate Governance Code. Resolutions 7 to 12 relate to the re-election of the independent Directors, in accordance with the UK Listing Rules which are applicable to companies with a controlling shareholder. Resolutions 7 to 12 require approval by a majority of votes cast by independent shareholders as well as all shareholders of the Company. Biographies for all of the Directors can be found in the Directors' Biographical Details section on pages 12 to 16.
• Resolutions 13 and 14 relate to the appointment of auditors and the authorisation of the Audit & Risk Committee to set their fees.
• Resolution 15 relates to political and charitable donations.
• Resolution 16 seeks shareholder approval in order to authorise the Directors, for the purposes of section 551 of the Companies Act 2006 (the 'Act'), to allot shares or grant rights to subscribe for or convert any security into shares up to an aggregate nominal amount of £51,733. This represents one third of the total issued Ordinary Share capital of the Company (excluding treasury shares) as at 8th April 2024, being the last practicable date before publication of this Notice.
• Resolution 17 seeks shareholder approval to allow the Board for the purposes of the Act to call general meetings (other than an annual general meeting) on 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called on such notice. The Company will not use such authority as a matter of routine, and only in circumstances where the flexibility is merited by the business of the meeting, the proposals are time-sensitive or where it would be to the advantage of the members as a whole and moreover where the proposals are not of a complexity that might require more time for consideration by members.

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Letter from the Chair continued

In line with best corporate governance practice, voting on the business of the meeting will be conducted on a poll. I would encourage shareholders to exercise their right to vote in the following ways:

• You can cast your votes by proxy by completing the enclosed Form of Proxy and returning it to Equiniti Limited, FREEPOST
  RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK. Alternatively, you can vote online at www.sharevote.co.uk using the relevant reference numbers printed on your Form of Proxy. Full details of how to vote using the Form of Proxy or via the internet can be found in the Note 5 to the Notice on page 7. Completion and return of the Form of Proxy will not prevent shareholders from attending in person using the virtual facility and voting at the meeting should they subsequently decide to do so.
• CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM as detailed in the Notes 9 and 10 to the Notice on page 8.
• Users of the Proxymity platform may use that platform to submit their proxy appointment in respect of the AGM as detailed in the Note 12 to the Notice on page 8.
• Please note that all Forms of Proxy and electronic proxy appointments must be received by 2.00pm (UK time) on Monday 3rd June 2024.

The results of voting on the Resolutions will be released by RNS and posted on the Company's website following the AGM.

As previously announced, in order to optimise the composition of the Board, I will step down as Chair at conclusion of the AGM.

I will continue to serve on the Board as an independent Non-Executive Director and Andy Palmer will become Non-Executive Chair. I would like to thank shareholders for their support since IPO and look forward to welcoming you to the AGM.

Yours faithfully

Gareth Davis

Non-Executive Chair

Pod Point Group Holdings plc

Registered Office: 222 Gray's Inn Road, London WC1X 8HB

Company Number: 12431376 

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Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Pod Point Group Holdings plc (the 'Company') will be held at 2.00pm (BST time) on Wednesday 5th June 2024 by means of a virtual meeting to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 16 will be proposed as ordinary resolutions and Resolution 17 will be proposed as a special resolution.

Ordinary Resolutions

Reports and Accounts

1. THAT, the audited accounts of the Company for the financial year ended 31st December 2023, together with the Directors'

Report, the Strategic Report and Auditors' Report thereon, be received.

Directors' Remuneration

2. THAT, the Annual Report on Remuneration set out on pages 119-131 of the Annual Report and Accounts for the financial year ended 31st December 2023 be received and approved.

Directors

Executive Directors

1. THAT, Melanie Lane be elected as a Director of the Company.
2. THAT, David Wolffe be re-elected as a Director of the Company.

Non-independentNon-Executive Directors

1. THAT, Philippe Commaret be re-elected as a Director of the Company.
2. THAT, Robert Guyler be re-elected as a Director of the Company.

Independent Non-Executive Directors

1. THAT, Gareth Davis be re-elected as a Director of the Company.
2. THAT, Margaret Amos be re-elected as a Director of the Company.
3. THAT, Norma Dove-Edwin be re-elected as a Director of the Company.
4. THAT, Karen Myers be re-elected as a Director of the Company.
5. THAT, Andrew Palmer be re-elected as a Director of the Company.
6. THAT, Erika Schraner be re-elected as a Director of the Company.

Auditors

1. THAT, KPMG LLP be appointed as auditors of the Company (the 'Auditors') to hold office until the conclusion of the next general meeting of the Company at which the accounts are laid before the Company.
2. THAT, the Audit & Risk Committee of the Company be authorised to agree the remuneration of the Auditor.

Political donations

15. THAT, the Company and any company which is a subsidiary of the Company at the time this resolution is passed or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be generally authorised to:

• make donations to political parties and independent election candidates not exceeding £25,000 in total;
• make donations to political organisations other than political parties not exceeding £25,000 in total; and
• incur political expenditure not exceeding £25,000 in total,

provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £25,000. This authority shall expire at the close of the next annual general meeting of the Company or on 5th September 2025 (whichever is earlier). Words and expressions used in this resolution that are defined for the purpose of Part 14 of the Act shall have the same meaning for the purpose of this resolution.

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Notice of the Annual General Meeting continued

Directors' authority to allot shares

16. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £51,733, such authority to apply in substitution for all previous authorities granted pursuant to section 551 of the Act without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made, and provided that this authority shall expire at the end of the next annual general meeting of the Company or at 6.00pm on 5th September 2025, whichever is the earlier, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

Special Resolutions

Notice of general meetings

17. THAT, a general meeting of the Company other than an annual general meeting, may be called on not less than 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called at such notice.

By order of the Board

Anita Guernari

Company Secretary

26th April 2024

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Notes to the Notice of Annual General Meeting

Proxies

1. A registered member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company but must attend the meeting in person using the virtual facility to represent you. A shareholder may appoint more than one proxy in relation to the
   Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
2. A Form of Proxy is enclosed with this Notice. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person using the virtual facility. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register. A space has been included in the Form of Proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti Limited,
   FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK on [phone]. Lines open 8.30am to 5.30pm (BST), Monday to Friday (excluding bank holidays).
   For additional Forms of Proxy you may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope.
3. To appoint a proxy: either (a) the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited with the Company's Registrars, Equiniti Limited,
   FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK; or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with notes 9 and 10 below; or (c) online proxies must be lodged in accordance with note 5 below; or proxies submitted via the Proxymity service in accordance with note 12 below; in each case so as to be received no later than 48 hours before the time of the holding of the AGM (excluding non-working days) or any adjournment thereof.
   Please note that all Forms of Proxy and electronic proxy appointments must be received by 2.00pm (UK time) on Monday 3rd June 2024. The form must be executed.

Nominated persons and corporate representatives

4. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares:

1. if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
2. in other cases, the power is treated as not exercised.

Online voting

5. The website address for online voting is www.sharevote.co.uk. Shareholders will need to enter the Voting ID, Task ID and Shareholder Reference Number as printed on the Form of Proxy, and to agree to certain terms and conditions. Alternatively, shareholders who have already registered with Equiniti Registrars' online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk by using their usual user ID and password. Once logged in, simply click 'view' on the 'My Investments' page, click on the link to vote and then follow the onscreen instructions. Full details and instructions on these electronic proxy facilities are given on the respective websites.

Total voting rights

6. Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one vote on a poll. The total number of issued Ordinary Shares in the Company on 8th April 2024, which is the latest practicable date before the publication of this document, is 155,200,118. Therefore, the total number of votes exercisable as at 8th April 2024 is 155,200,118.

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Notes to the Notice of Annual General Meeting continued

Record date

7. Entitlement to attend and vote at the virtual meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at close of business (6.30pm UK time) on Monday 3rd June

2024 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

CREST proxy instructions

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
2. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a
   'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear 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 member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) 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 providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. 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.

Proxymity

12. If you are an institutional investor you may 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. Your proxy must be lodged by 2.00pm on Monday 3rd June 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Automatic poll voting

13. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting, which is also in line with best corporate governance practice. Instructions on how to vote on a poll online are set out on page 17. The results of the poll will be published on the Company's website and notified to the market once the votes have been counted and verified.

Publication of audit concerns

14. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (a) the audit of the

Company's accounts (including the Auditors' Report and the conduct of the audit) that are to be laid before the Annual General

Meeting; or (b) 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 in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

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Participation in the meeting

15. In line with the Board's 'remote first' philosophy, the 2024 AGM will only be available for shareholders to attend online, by logging onto https://web.lumiagm.com/176-371-544. For further details please refer to pages 17 to 18 which provide a user guide for people participating remotely, including information on how to ask questions and cast your vote during the meeting. An active internet connection is required for you to attend and participate in the meeting electronically. It is your responsibility to ensure you remain connected for the duration of the meeting.

Questions

16. Any shareholder attending the meeting has the right to ask questions and shareholders are encouraged to submit questions relating to the business of the AGM in advance of the AGM by email to [e-mail].

You can also ask questions relating to the business of the AGM on the day of the AGM via https://web.lumiagm.com/176-371-544.

This facility will not be available prior to the day of the AGM itself.

The Company is required to answer questions relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. For further details on how to ask questions at the meeting, please refer to pages 17 to 18 which provide a user guide for shareholders to ask questions remotely.

Documents on display

17. Copies of the Letters of Appointment between the Company and its Non-Executive Directors will be available at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) until the date of the AGM.

Information available on the website

18. A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found on the

Company's website at https://investors.pod-point.com.

Electronic Addresses

19. Shareholders may not use any electronic address provided in either this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Members' resolutions and matters under sections 338 and 338A of the Act

20. Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective, (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than

31st April 2024, being the date five clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

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Explanatory Notes on Resolutions

Throughout these notes, all references to 'the Act' are to the Companies Act 2006 (as amended).

Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 is proposed as a special resolution. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Reports and Accounts (Resolution 1)

The first item of business is the receipt by shareholders of the audited accounts for the financial year ended 31st December 2023 together with the Directors' Report and the Auditors' Report (the 'Annual Report').

Directors' Remuneration Report (Resolution 2)

Resolution 2 seeks shareholder approval of the Annual Report on Remuneration for the year ended 31st December 2023, as set out on pages 119-131 of the Annual Report. The vote on this resolution is advisory in nature and Directors' remuneration is not conditional on the passing of this resolution.

Election and Re-election of Directors (Resolutions 3 to 12)

In accordance with Provision 18 of the 2018 UK Corporate Governance Code (which requires that directors should seek re-election by shareholders on an annual basis) all of the Directors will seek re-election at the AGM. Separate resolutions are proposed for each of these re-elections. As Melanie Lane's appointment as Chief Executive Officer is effective after the date of this Notice of AGM, there is no requirement for her to stand for election until the AGM in 2025. However, in the interests of good governance, Melanie will stand for election at the 2024 AGM.

The Board has reviewed the role of each of the Directors and remains satisfied that each of the Directors continues to have the skills and competence to carry out their responsibilities as a member of the Board and continues to make an effective and valuable contribution to the Board and demonstrates commitment to the role. Biographical details for the Directors standing for election and re-election are provided on pages 12 to 16 below.

Under the UK Listing Rules, EDF Energy Customers Limited is classed as a 'controlling shareholder' of the Company. This means that the independent Non-Executive Directors of the Company must be re-elected by a majority of the votes cast by the independent shareholders of the Company, as well as by a majority of the votes cast by all the shareholders. The concept of the independent shareholders of the Company means all the shareholders of the Company other than EDF Energy Customers.

Limited and its associates. Therefore, the resolutions for the re-election of the independent Non-Executive Directors (Resolutions 7 to 12) will be taken on a poll and the votes cast by the independent shareholders and by all the shareholders will be calculated separately. Such resolutions will be passed only if a majority of the votes cast by the independent shareholders are in favour, in addition to a majority of the votes cast by all the shareholders being in favour. If the ordinary resolution to approve the re-election of an existing independent Director is passed, but separate approval by the independent shareholders is not given, the Listing Rules permit an existing independent Director to remain in office pending a further ordinary resolution of all the shareholders to approve the re-election of that Director. Such a resolution may only be voted on within the period of between 90 days and 120 days following the date of the original vote. The Company will, on announcing the results of the AGM, announce, in respect of Resolutions 7 to 12, the result of both the vote of all the Company's shareholders and the vote of the independent shareholders.

If separate independent shareholder approval is not given for any relevant resolution, the Company intends that the relevant Director's appointment will continue for 120 days from the date of the original vote, unless a further ordinary resolution for reelection is passed. If a further resolution to approve the re-election of the relevant Director is defeated, his or her appointment will cease on that resolution being defeated.

None of the independent Non-Executive Directors seeking re-election or election at the 2024 AGM has any existing or previous relationship, transaction or arrangement with the Company, the other Directors, any controlling shareholder of the Company or any associate of a controlling shareholder of the Company, within the meaning of Listing Rule 13.8.17R (1) other than as disclosed in this Notice of Meeting.

Appointment of Auditors (Resolution 13)

The Company is required, at each general meeting at which accounts are presented, to appoint auditors to hold office until the conclusion of the next such meeting and KPMG LLP has advised its willingness to stand for appointment. The Audit and Risk Committee have evaluated the performance of KPMG LLP. The Board, on the recommendation of the Audit and Risk Committee, recommends the appointment of KPMG LLP as auditors to hold office until the conclusion of the next annual general meeting of the Company (the 'Auditors').

Pod Point Notice of Annual General Meeting 2024