Cazoo Announces All Resolutions Approved at Extraordinary General Meeting

Shareholders vote in favour of Transactions to materially reduce Cazoo’s indebtedness

Transactions significantly reduce Cazoo’s indebtedness from $630 million to $200 million

Deleveraged capital structure will provide financial flexibility to support future growth

Cazoo Group Ltd (NYSE: CZOO) (“Cazoo” or “the Company”), the UK online used car retailer, which makes buying and selling a car as simple as ordering any other product online, announces that, following its Extraordinary General Meeting (“EGM”), held today at 3:00 p.m. GMT, all resolutions submitted for shareholder approval were overwhelmingly approved. The final results of the voting at the EGM will be available shortly at Cazoo’s Investor Relations site, investors.cazoo.co.uk.

Alex Chesterman, Founder & Executive Chairman of Cazoo, commented, “Shareholder approval for the Transactions at today’s EGM, together with consent received previously from 100% of holders of our Convertible Notes, signals strong ongoing support for Cazoo’s business model and strategy. The Transactions will significantly reduce Cazoo’s indebtedness from $630 million to $200 million and enhance our financial flexibility. We can now leverage the meaningful progress delivered since the beginning of the year to achieve better unit economics and lower costs. An improved capital structure is expected to support further growth along with facilitating progress on various strategic options. We expect the Transactions to complete within the next few weeks.”

The EGM was called to approve a series of transactions (the “Transactions”) aimed at improving the Company’s capital structure, decreasing the total amount of outstanding indebtedness and creating a platform for future profitability. In accordance with the transaction support agreement (the “Transaction Support Agreement”), dated as of September 20, 2023, as amended, by and among the Company, the holders of the Company’s 2.00% convertible senior notes due 2027 (the “Convertible Notes”), and certain holders of our Class A ordinary shares, par value $0.002 per share (the “Class A ordinary shares”) who hold more than 33% of the Company’s outstanding Class A ordinary shares, the Transactions consist of: (a) the exchange of the Convertible Notes for $200 million aggregate principal amount of our senior secured notes due 2027 and Class A ordinary shares that will represent 92% of our outstanding Class A ordinary shares immediately after giving effect to the exchange offer (such exchange for the Convertible Notes, the “Exchange Offer”), (b) the issuance of three tranches of warrants to the existing holders of all of our outstanding Class A ordinary shares, and (c) the replacement of our board of directors with a new seven-person board of directors on or after the closing date of the Transactions.

As of November 17, 2023 the Company secured agreements from the holders of 100% of its Convertible Notes to participate in the Company’s Exchange Offer. The Company’s Exchange Offer, which will expire on December 4, 2023, is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum filed with the Securities and Exchange Commission (“SEC”) on November 3, 2023 (as amended or supplemented from time to time, the “Offering Memorandum”).

In addition to seeking approval of the Transactions, the EGM was also called to approve a reverse stock split in which holders of 100 Class A ordinary shares will receive one (1) new Class A ordinary share, an increase to our authorized share capital and amendments to Cazoo’s amended and restated articles of association.

About Cazoo - www.cazoo.co.uk

Our mission is to transform the car buying and selling experience across the UK by providing better selection, value, transparency, convenience and peace of mind. Our aim is to make buying or selling a car no different to ordering any other product online, where consumers can simply and seamlessly buy, sell or finance a car entirely online for delivery or collection in as little as 72 hours.

Important Additional Information

This communication is not an offer to purchase nor a solicitation of an offer to sell any securities. The Company’s contemplated debt Exchange Offer has commenced. In connection with the commencement of the Exchange Offer, the Company has filed with the SEC a tender offer statement on Schedule TO. The Exchange Offer is being made only pursuant to the offer to purchase and related tender offer documents filed as part of the Schedule TO with the SEC. You are strongly advised to read the tender offer statement (including an offer to purchase and related tender offer documents) that were filed by the Company with the SEC on November 3, 2023, because it contains important information, including the terms and conditions of the Exchange Offer. These documents are available at no charge on the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Cazoo by requesting them by mail at 41 Chalton Street, London NW1 1JD, United Kingdom.

No Offer

This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

This communication contains “forward-looking statements”. The expectations, estimates, and projections of the business of Cazoo may differ from its actual results and, consequently, you should not rely on forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (1) the implementation of and expected benefits from our business realignment plan, the wind-down of operations in mainland Europe, the five-year plan (which extends the revised 2023 plan to 2027), and other cost-saving initiatives; (2) reaching and maintaining profitability in the future; (3) global inflation and cost increases for labor, fuel, materials and services; (4) geopolitical and macroeconomic conditions and their impact on prices for goods and services and on consumer discretionary spending; (5) having access to suitable and sufficient vehicle inventory for resale to customers and reconditioning and selling inventory expeditiously and efficiently; (6) availability of credit for vehicle and other financing and the affordability of interest rates; (7) increasing Cazoo’s service offerings and price optimization; (8) effectively promoting Cazoo’s brand and increasing brand awareness; (9) expanding Cazoo’s product offerings and introducing additional products and services; (10) enhancing future operating and financial results; (11) achieving our long-term growth goals; (12) acquiring and integrating other companies; (13) acquiring and protecting intellectual property; (14) attracting, training and retaining key personnel; (15) complying with laws and regulations applicable to Cazoo’s business; (16) our inability to consummate the Transactions contemplated by the Transaction Support Agreement as scheduled or at all; (17) the volatility of the trading price of our Class A Shares, which may increase as a result of the issuance of Class A ordinary shares and warrants pursuant to the Transaction Support Agreement; (18) the Company’s ability to regain compliance with the continued listing standards of the NYSE as set forth in Sections 802.01B and 802.01C of the NYSE Listed Company Manual within the applicable cure period; (19) the Company’s ability to continue to comply with applicable listing standards of the NYSE; and (20) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 20-F filed with the SEC by Cazoo Group Ltd on March 30, 2023 and in subsequent filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the disclosure included in other documents filed by Cazoo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cazoo assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Cazoo gives no assurance that it will achieve its expectations.

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