Report
Expert Corporate Governance Service (ECGS)
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Auto Trader Group - AGM 16 September 2020

Item 2: Remuneration report

The entire Board had voluntarily offered to temporarily forego at least 50% of their salaries or Board fees from April until July 2020. The Chairman and the Senior Independent Director have waived 100% of their fees and the Executive Directors had also requested that their annual FY19/20 bonus be waived. The Committee also decided to suspend the annual bonus for FY20/21. The LTI award will be reduced by c.30% for the CEO and c.10% for the CFO and COO and entirely based on the Companyns TSR performance compared to the FTSE350 index. We commend this decision which will minimise cost and cash liability (no cash bonus) and challenges to set financial targets in the current Covid-19 uncertainty.

Item 16: Share buybacks

In response to the Covid-19 pandemic, Auto Trader has suspended its final dividend and share buyback programme.  On 3 April 2020, the Company placed 5% of its issued share capital without pre-emptive rights at a 8.9% discount The group raised gross proceeds of £185.9m to strengthen the Groupns balance sheet and liquidity position and increases certainty around meeting future covenant tests. Then, we do not consider the approval of a new authority appropriate at this time.

Underlying
Auto Trader Group PLC

Auto Trader Group operates a digital automotive marketplace. Consumers can search from around 450,000 used cars and 6,000 new cars on the marketplace each month, using a standard make/model search or via discovery search if they aren't sure of the exact vehicle they want. In addition, Co. provides consumers services to help them make an informed decision about the car they are looking to buy, these include: vehicle check, finance, and insurance. Co. also provides free vehicle valuations providing both a private sale price as well as a part-exchange price. Furthermore, Co. provides retailers display advertising packages so they can promote their business as well as individual vehicles.

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