2012 AGM

30 April 2012

NOTICE IS HEREBY GIVEN GIVEN that the Annual General Meeting of Nationwide Accident Repair Services Ltd (the "Company") will be held at K&L Gates LLP, One New Change, London EC4M 9AF on 25 June 2012 at 11.00 a.m. for the following purposes:

Ordinary Business
1. To receive and adopt the report of the directors and the audited accounts for the year ended 31 December 2011 together with the report of the auditors thereon.
2. To declare a final dividend of 3.6 pence per ordinary share for the year ended 31 December 2011.
3. To approve the Directors' Remuneration Report.
4. To re-elect Michael Henry Marx as a director.
5. To re-elect Lady Barbara Judge as a director.
6. To re-elect Christopher Mills as a director.
7. To re-elect David Pugh as a director.
8. To re-elect Stephen Thompson a director.
9. To re-elect Michael Alfred Wilmshurst as a director.
10. To reappoint Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the directors to agree their remuneration.

Special Business
As special business, to consider and, if thought fit, to pass the following three resolutions of which resolutions 11 and 13 will be proposed as special resolutions and resolution 12 will be proposed as an ordinary resolution.
11. To consider and, if thought fit, to pass the following resolution as a special resolution:
"That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 12.5 pence each in the capital of the Company provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased is £4,319,722;
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 12.5 pence; and
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such share is contracted to be purchased,
unless previously revoked, renewed or varied, this authority shall expire at the conclusion of the next annual general meeting of the Company or on the date falling fifteen (15) months after the date of this resolution, whichever is the earlier, provided that the Company may make a contract to purchase its ordinary shares under the authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract".
12. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company ("Shares") and grant rights to subscribe for, or to convert any security into, Shares ("Rights"):
(a) up to an aggregate nominal amount of £3,599,768; and
(b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,799,884 (including within such
limit any Shares allotted under paragraph (a) above and any Shares that may be allotted pursuant to Rights granted under paragraph (a) above)
in connection with an offer by way of a rights issue:
i. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
ii. to holders of other securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or any stock exchange".
13. To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, subject to the passing of Resolution 12 above, the directors be and are hereby empowered in accordance with section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) for cash, either pursuant to the authority conferred by Resolution 12 or by way of a sale of treasury shares, as if section 561(1) of that Act did not apply to any such allotment,
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under paragraph (b) of Resolution 12, by way of a rights issue only):
i. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
ii. to holders of other securities as required by the rights of those securities or as the directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares,
fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or any stock exchange; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £269,982,
and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, on the date falling fifteen (15) months after the date of this resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offers or agreements as if the power conferred hereby had not expired".

By Order of the Board

Martin Hickman-Ashby
Company Secretary
30 April 2012

Notes:
1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the register of members of the Company at 11.00 a.m. on 22 June 2012 (or, in the event of any adjournment, at 11.00 a.m. on the date which is two days before the date fixed for the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and/or vote at the meeting.
2. A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A member wishing to appoint more than one proxy should contact the Company's registrars, Capita Registrars. A proxy need not be a member of the Company. Appointing a proxy does not prevent a member from attending and voting in person at the meeting.
3. A form of proxy for use in relation to the meeting is enclosed. To be valid, the form of proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority) must be received by the Company's registrars, Capita Registrars, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.
4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting to be held on 25 June 2012 and any adjournment(s) thereof by using 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 should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy appointment 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 RA10) by the latest time(s) for receipt of proxy appointments specified in this notice of meeting. 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 a proxy appointed through CREST should be communicated to the appointee by other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 his 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.
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.
5. The following documents will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice of meeting up to and including the date of the meeting and also at the place of the meeting from at least 15 minutes prior to the meeting until its conclusion:
(a) copies of the Directors' service contracts; and
(b) copies of the terms of appointment of the non executive Directors.