Copart (CPRT)

14. Universal Salvage Share Option Schemes and the RBS Warrant

The terms of the Scheme, if approved by Scheme Shareholders and sanctioned by the Court, will bind all Universal Salvage Shareholders at the Scheme Record Time.

It is proposed to amend the Universal Salvage Articles at the EGM to provide that, if the Scheme becomes effective, any Universal Salvage Shares issued after the Scheme Record Time will automatically after the Scheme becomes effective (and immediately following issue) be transferred to Copart (UK) (or its nominee) in consideration of payment of the Cash Consideration for each Universal Salvage Share so transferred. Consequently, participants in the Universal Salvage Share Option Schemes who receive Universal Salvage Shares on the exercise of share options after the Scheme Record Time will ultimately sell their shares for the same amount as Scheme Shareholders who receive the Cash Consideration under the Scheme.

The implications of the Scheme for share options and awards granted and outstanding under the Universal Salvage Share Option Schemes are summarised in paragraph 6 of Part 9 of this document.

Explanatory letters will shortly be sent to the participants in the Universal Salvage Share Option Schemes explaining the effect of the Scheme on their share options and awards and the courses of action available to them.

The holder of the RBS Warrant has confirmed its intention to, conditional on the Scheme becoming effective, waive its entitlement to such warrant with effect from the Effective Date in consideration for the payment to it of an amount equal to 200 pence in cash for each Universal Salvage Share to which it would be entitled on exercise of the RBS Warrant less an amount equal to the aggregate exercise price that would be payable on exercise of the RBS Warrant.