Annual Report and Accounts

31 July 2019

BCA Marketplace plc(the "Company")

Annual Report and Accounts

The Company announces that the Company's Annual Report 2019 has been sent to shareholders.

The Annual Report 2019 is available on the Company's website at www.bcamarketplaceplc.com and has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

The Annual Report 2019 includes a new remuneration policy (set out at pages 75-83) (the "Remuneration Policy") proposed pursuant to Section 439A of the Companies Act 2006, requiring the company to hold a vote every three years to approve its policy. The Remuneration Policy refers to two new incentive schemes to be adopted ("Incentive Arrangements"). Ordinarily shareholder approval for the Remuneration Policy and the Incentive Arrangements would be sought at the 2019 Annual General Meeting.

The 2019 Annual General Meeting is currently scheduled for 16 September 2019 and the Company anticipates sending out its notice of Annual General Meeting during August (and in any event by Tuesday 20 August 2019).

In light of the recommended cash offer made by BBD Bidco Limited ("Bidco") for the entire issued and to be issued ordinary share capital of BCA (the "Acquisition") which was approved by shareholders on 29 July 2019, the Board will consider, prior to the sending of its notice of Annual General Meeting to shareholders, whether it will seek shareholder approval for the Remuneration Policy and the Incentive Arrangements at such meeting. If at such time the Acquisition is proceeding towards completion then the Company will not include such resolutions in the notice of Annual General Meeting. If such resolutions are not included and the Acquisition lapses in accordance with its terms then the Company will convene a separate general meeting at which such resolutions will be proposed. The Board notes that completion of the Acquisition remains conditional on the receipt of anti-trust clearances from the relevant authorities and the receipt of clearances from the Financial Conduct Authority, amongst other customary conditions.

Further announcements will be made as appropriate.

Enquiries:

Buchanan Communications (Financial PR)

David Rydell / Jamie Hooper

+44 (0)20 7466 5000

Square1 Consulting (Financial PR)

David Bick

+44 (0)20 7929 5599

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