Group 1 Automotive eliminates 80% supermajority vote requirement for director charter amendments

GROUP 1 AUTOMOTIVE INC

Shareholders approved Fourth Amended and Restated Certificate at May 13, 2025 annual meeting.
Board adopted Fifth Amended and Restated Bylaws eliminating 80% supermajority vote requirement for director provisions.
Amendment or repeal of Articles III Sections 1-4 (number/term/vacancies/removal) now requires only majority vote.
Bylaws also incorporate ministerial, clarifying, and conforming changes.

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