Keeping the marketplace moving

1 BCA marketplace plcAnnual Report and Accounts 2017 BCA marketplace plcAnnual Report and Accounts 2017 Keeping the marketplace movingStrategic report P0101 Business highlights02 Executive Chairman s statement04 Market overview10 BCA Marketplace16 Strategy18 Business model34 Operating review39 Risk management42 Corporate responsibilityGovernance P4444 Board of Directors46 Executive Chairman s governance statement47 Governance report49 Audit & Risk Committee report51 Nomination Committee report52 Remuneration Committee report61 Directors report64 Independent auditor s reportFinancials P6666 Consolidated income statement67 Consolidated statement of comprehensive income68 Consolidated statement of changes in equity69 Consolidated balance sheet70 Consolidated cash flow statement71 Notes to the consolidated financial statements108 Company balance sheet109 Company statement of changes in equity110 Company cash flow statement111 Notes to the Company financial statements114 Shareholder information01 BCA marketplace plc Annual Report and Accounts 2017 Strategic reportGovernanceFinancialsBusiness highlightsVolumesBCA owns and operates the UK s and Europe s largest used vehicle exchange, both in terms of the number of vehicles sold and revenue, and with WeBuyAnyCar, is the UK s leading provider of vehicle buying services.

2 The Group s Automotive Services division has the largest transporter fleet in the UK, significant storage capacity and technical expertise in vehicle preparation and technical and logistics services for new vehicles, refurbishment, storage and logistics for the growing used sector and the core remarketing and auction operation, BCA offers the economies of scale and range of services to meet the needs of an impressive portfolio of the automotive industry continues to evolve, BCA marketplace is uniquely placed to deliver a comprehensive range of linked services through the combined infrastructure of regional de-fleet facilities, vehicle logistics and preparation centres and a suite of remarketing channels, including physical, hybrid and digital exchanges. BCA s Partner Finance offering provides additional liquidity to buyers to support is investing and innovating in its business today in order to be best placed to benefit from the changing face of the automotive industry of ,000 Vehicles sold by International Vehicle Remarketing194,000 Vehicles sold by WeBuyAnyCar956,000 Vehicles sold by UK Vehicle Remarketing 2016 8882016 3332016 1722017 9562017 3472017 1948003001408003001401,0003602001,000360 200900 000 000 000 000 000 00033017090033017002 BCA marketplace plc Annual Report and Accounts 2017 Executive Chairman s statementTogether for growth BCA marketplace plc was formed to build a cohesive, broad-based services business in the automotive sector and I am pleased to announce continuing strong results and strategic progress for the Group.

3 Growth in growth in WeBuyAnyCarDear Shareholder,I am delighted to present BCA marketplace s second Annual Report. During the year the Group has continued to deliver good financial and strategic progress. Volume growth and increased services revenue across the business have driven an increase of in adjusted EBITDA to and adjusted diluted earnings per share has increased to , up (compared to in 2016). Operating profit has increased by to , driven by the growth in adjusted EBITDA and a lower level of significant one-off and non-recurring items relating to acquisitions and corporate July 2016 we acquired Paragon Group, the leading provider of de-fleet and refurbishment vehicle services in the UK, and an important component towards achieving our vision to be the leading, integrated, automotive services business.

4 In March 2017 we acquired an alloy wheel refurbishment business, Supreme Wheels Direct, further adding to our range of in-house services. These acquisitions are consistent with our strategic aim to provide a seamless and efficient one-stop shop for the passage of vehicles throughout their life a result of the integration of acquired businesses, organic growth and new outsourced remarketing contracts, Group revenue exceeded billion in the year (2016: billion). growth in the adjusted EBITDA* ( m) per share (basic) .1pEarnings per share (diluted) per share (adjusted diluted)* per share (adjusted basic)* (pence per share) operating profit ( m)03 BCA marketplace plc Annual Report and Accounts 2017 During the year we celebrated several significant milestones for the heritage of our brands.

5 The UK Vehicle Remarketing business, British Car Auctions, recorded its 70th year of trading since its first auction as Southern Car Auctions. Throughout its history this business has worked with vendors and buyers to provide trusted and transparent remarketing. Our UK Vehicle Buying service, WeBuyAnyCar, purchased its one millionth vehicle in its tenth year of trading. Consumer recognition of WeBuyAnyCar as a trusted service provider was evidenced by the Trustpilot 5 star (out of 5) rating received during the detailed information on our operating and financial performance can be found on pages 34 to a Board, we feel that continually striving for enhancement of operational and financial integrity lie at the heart of a well-run company. Throughout the business we look for transparency, accountability and responsibility in everything we do.

6 Later in the report, you will find updates from Jon Kamaluddin, James Corsellis and Mark Brangstrup Watts, the Chairmen of our Board Committees and from myself in relation to our corporate governance progress in the Board believes that the effective stewardship of the Group is enhanced by the expertise, independence and breadth of experience of its members and I am therefore delighted to have welcomed David Lis as an additional Independent Non-Executive Director. David s biography is set out on page 45 later in this Board is pleased to recommend payment of an increased final dividend of per share. If approved at the Annual General Meeting to be held on Thursday 7 September, this will be paid on 29 September 2017 to those shareholders on the Register at the close of business on 15 September 2017.

7 The shares will become ex-dividend on 14 September interim dividend of per share was paid on 31 January 2017. Including this, the total dividend for the year is per share compared to a total of per share last year, an increase of highlights* Adjusted measures are defined on pages 78 and strong growthOutlookThe new financial year has started well, with performance since the year end being in line with our expectations. Growth continues with a combination of new business wins and organic growth with existing customers. These developments, together with further planned improvements in operational efficiency through our Together for Growth programme, continue to give the Board encouragement for the peopleI would like to thank each and every one of our employees, who work with great effort and pride, to win and integrate new business while maintaining high standards of customer , we are committed to developing a robust and ever stronger Group for the future and delivering long-term sustainable value to our customers, employees and Palmer-BaunackExecutive Chairman26 June 201704 BCA marketplace plc Annual Report and Accounts 2017 Market overviewVehicle life cycleAs the automotive industry continues to evolve.

8 BCA marketplace is uniquely placed to deliver a comprehensive range of linked services through the combined infrastructure of regional de-fleet facilities, vehicle logistics and preparation centres and a suite of remarketing channels, including physical, hybrid and digital marketplace plc Annual Report and Accounts 2017 Vehicle Buying page 24 The typical 12 to 15 year life cycle of a vehicle involves four to five changes of owner, providing opportunities for BCA to provide services to the keeper and to both parties on each transfer of life cycle of a vehicle06 BCA marketplace plc Annual Report and Accounts 2017 Vehicle Remarketing page 18 At the end of a vehicle s life there are decisions around salvage, the recycling of parts and eventual each change of ownership, there are opportunities to preserve and enhance value through refurbishment and remarketing.

9 Each vehicle may also require storage and transportation as it transfers between are expensive, physical, fast depreciating assets, so the ability to provide efficient, joined up services at each stage in the vehicle s life cycle is valuable to overviewVehicle life cycle07 BCA marketplace plc Annual Report and Accounts 2017 Automotive Services page 28In the journey from the Original Equipment Manufacturer s ( OEMs ) factory gate or dock to the fleet or retail sales channel there are requirements for transportation, customs clearance, storage, handling, preparation and inspection of the vehicle s life with each owner there are opportunities for multiple services such as service and repair to be coordinated and administered. 08 BCA marketplace plc Annual Report and Accounts 2017 Spotlight onA day in the life of a driverBCA Automotive operates the UK s largest automotive transporter fleet, delivering a truly flexible and efficient logistics solution for OEMs, dealer groups, rental companies and remarketing a year of continued investment in its core fleet and with the integration of the acquired Paragon logistics business, the transporter fleet now stands at over 740 vehicles in the UK.

10 The business is built on long-term relationships with key strategic partners, allowing it to run an unrivalled operating model offering customers all the benefits of a strategic network by linking new and used vehicle movements. The ongoing investment ensures that BCA Automotive operates a modern, well maintained fleet that minimises downtime and utilises the benefits of the latest technologies to constantly improve service levels. Whether it be moving a used car into or out of an auction centre, a new car delivery to a dealer, an export movement to a port or a rental car de-fleet, BCA Automotive now moves more than two million vehicles per Pre-delivery checks minimise downtime09 BCA marketplace plc Annual Report and Accounts 2017 Strategic reportGovernanceFinancialstInspection of newvehicles pre-load toeliminate pre-deliveryquality issuespLoaded and secured,ready for deliveryDelivery to the customer and handover inspection q10 BCA marketplace plc Annual Report and Accounts 2017 BCA MarketplaceAt a glanceBCA owns and operates the UK s and Europe s largest used vehicle exchange, both in terms of the number of vehicles sold and revenue, and with WeBuyAnyCar, is the UK s leading provider of vehicle buying services.