Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a cash offer (the “Offer”) has been made by CAG Vega 2 Limited (“Bidco”), a wholly-owned subsidiary of Constellation Automotive Holdings Limited (“Constellation”), for the entire issued and to be issued share capital of Marshall Motor Holdings plc (“Marshall”). Under the terms of the Offer, Marshall Shareholders are entitled to receive 400 pence in cash for each Marshall Share.

The offer document, containing the full terms and conditions of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and posted to Marshall Shareholders on 14 December 2021.

The Offer Document may be viewed on the website of Constellation at www.constellationautomotive.com. Copies of the Offer Document may also be obtained by contacting Computershare Investor Services PLC on 0370 707 4040 (or +44 370 707 4040 if calling from outside the United Kingdom). Calls from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile phones and calls may be recorded and monitored randomly for security and training purposes. The helpline is open between 8.30 a.m. to 5.30 p.m. (London time) excluding public holidays in the United Kingdom.

Terms defined in the Offer Document have the same meanings in this notice.

This notice is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Marshall in any jurisdiction in contravention of applicable law.

The Offer will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of, and Marshall Shareholders who accept the Offer may rely only on, the information contained in the Offer Document and the Form of Acceptance. Marshall Shareholders are advised to read the formal documentation in relation to the Offer carefully.

The Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance and any accompanying document must not, directly or indirectly, mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to Marshall Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.

The Offer Document has been prepared for the purposes of complying with English law and regulation (including the Code), and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of jurisdictions outside of England. The Offer is being made in the United States in reliance on, and compliance with, the exemption from the requirements of Regulation 14E under the US Securities Exchange Act of 1934 afforded by Rule 14d-1(c) thereunder. The Offer is being made in the United States by Bidco and no one else.

The Offer is subject to the disclosure and procedural requirements of the United Kingdom, which differ from those in the United States. Furthermore, the payment and settlement procedure with respect to the Offer complies with the relevant UK rules, which differ from US payment and settlement procedures. Neither the SEC, nor any securities commission of any state of the United States has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the Offer Document.

Any Marshall Shareholder who is in any doubt about the Offer or the contents of the Offer Document or the action they should take, is recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if they are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 (as amended) or, if they are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser.

The Offer, which has been made by means of the Offer Document, will initially be open for acceptance until 1.00 p.m. (London time) on 12 February 2022. Bidco reserves the right (but shall not be obliged, other than as may be required by the Code) at any time or from time to time to extend the Offer after such time.

The Offer is made in respect of the entire issued and to be issued share capital of Marshall. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched. Any such persons may obtain a copy of the Offer Document and the relevant Form of Acceptance by contacting the Receiving Agent, Computershare Investor Services PLC on 0370 707 4040 (or +44 370 707 4040 if calling from outside the United Kingdom) between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales.