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DCC PLC

Proxy Solicitation & Information Statement Jun 17, 2021

6187_agm-r_2021-06-17_3efc73d9-27a4-4277-91b9-c7ac0fbf435f.pdf

Proxy Solicitation & Information Statement

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Attendance Card

This card is for the purposes of registration and accreditation when attending the Annual General Meeting ('AGM'). However, in light of the ongoing risks posed by Covid-19, shareholders are requested not to attend the AGM in person and instead appoint the Chairman of the Meeting (or their substitute(s)) as proxy using the Form of Proxy included below.

The 2021 Annual General Meeting of DCC plc will be held at DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland on Friday, 16 July 2021 at 11.00 a.m.

Form of Proxy - Annual General Meeting ('AGM') of DCC plc to be held on 16 July 2021

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Shareholder Reference Number
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Form of Proxy - Annual General Meeting ('AGM') of DCC plc to be held on 16 July 2021 n
Cast your Proxy onlineIt's fast, easy and secure!
@
www.eproxyappointment.com
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite
and agree to certain terms and conditions.
To view the Annual Report and Notice of Meeting online log on to www.dcc.ie/investors/annual-general-meeting
To submit a question in advance, please email [email protected] or write to the Company's address given above.
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917289
Control Number:
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SRN:
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PIN:
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To be effective, all proxy appointments must be lodged with the Company's Registrar at:
Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through the voting website,
see above, by 14 July 2021 at 11.00 a.m.
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Explanatory Notes:
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1.
Every member entitled to attend and vote at the AGM has the right to appoint some other person(s)
of his or her choice, who need not be a Shareholder, as his or her proxy to exercise all or any
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of his or her rights, to attend, speak and vote on his or her behalf at the meeting. If you wish to
appoint a person other than the Chairman of the Meeting, please insert the name of your chosen
proxy holder in the space provided (see reverse). If you intend to appoint a proxy other than the
Chairman of the Meeting, we would ask that, as a contingency measure, you would additionally
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appoint the Chairman of the Meeting as an alternative in the event the initially intended proxy is
unable to attend for any reason (and does not appoint a substitute). This will facilitate your vote
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being included in a wider range of contingent scenarios. A Shareholder may appoint more than
one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights
attached to different shares held by that Shareholder. If the proxy is being appointed in relation
to less than your full voting entitlement, please enter in the box next to the proxy holder's name
(see reverse) the number of shares in relation to which they are authorised to act as your proxy.
If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement
deposited with the Registrar before the deadline set out above. A Shareholder wishing to appoint
a proxy by electronic means may do so on the Registrar's website www.eproxyappointment.
com. Details of the requirements are set out in the box above. A Shareholder who wishes to
appoint more than one proxy by electronic means must contact the Registrar by sending an email
to [email protected]
4.
The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular
resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not
be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
5.
The Company, pursuant to Section 1087G of the Companies Act 2014, specifi es that only those
Shareholders registered in the Register of Members of the Company as at the close of business
on Monday, 12 July 2021 (or in the case of an adjournment as at the close of business on the
day that falls four days before the time of the adjourned meeting) shall be entitled to attend,
speak, ask questions and vote at the AGM in respect of the number of shares registered in
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(or if this proxy form has been issued in respect of a designated account for a shareholder,
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the full voting entitlement for that designated account). Where a poll is taken at the meeting, a
Shareholder, present in person or proxy, holding more than one share is not required to cast
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all their votes in the same way.
2.
To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting
the Registrar's helpline on +353 1 247 5698 or you may photocopy the reverse only of this
form. Please indicate in the box next to the proxy holder's name (see reverse) the number of
shares in relation to which they are authorised to act as your proxy. Please also indicate by
ticking the box provided if the proxy instruction is one of multiple instructions being given. All
forms must be signed and should be returned together in the same envelope.
their names at the time. Changes to entries on the Register of Members after that time shall
be disregarded in determining the rights of any person to attend and/or vote at the meeting.
6.
Persons who hold interests in DCC plc shares through the Euroclear Bank system or as CREST
depository interests (CDIs) through the CREST system, wishing to appoint a proxy or submit voting
instructions, should consult with their custodian, stockbroker or other intermediary at the earliest
opportunity for further information on the processes and timelines of the respective systems.
7.
The above is how your address appears on the Register of Members. If this information is
incorrect please ring the Registrar's helpline on +353 1 247 5698 to request a change of address
form or go to www.investorcentre.com/ie to use the online Investor Centre service.

see above, by 14 July 2021 at 11.00 a.m.

Explanatory Notes:

  • 1. Every member entitled to attend and vote at the AGM has the right to appoint some other person(s) of his or her choice, who need not be a Shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on his or her behalf at the meeting. If you wish to appoint a person other than the Chairman of the Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If you intend to appoint a proxy other than the Chairman of the Meeting, we would ask that, as a contingency measure, you would additionally appoint the Chairman of the Meeting as an alternative in the event the initially intended proxy is unable to attend for any reason (and does not appoint a substitute). This will facilitate your vote being included in a wider range of contingent scenarios. A Shareholder may appoint more than one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by that Shareholder. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Where a poll is taken at the meeting, a Shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 247 5698 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. To be effective, the completed Form of Proxy, duly signed, together with any power of attorney or other authority under which it is executed, or a notarially certifi ed copy thereof, must be

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

  • 4. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
  • 5. The Company, pursuant to Section 1087G of the Companies Act 2014, specifi es that only those Shareholders registered in the Register of Members of the Company as at the close of business on Monday, 12 July 2021 (or in the case of an adjournment as at the close of business on the day that falls four days before the time of the adjourned meeting) shall be entitled to attend, speak, ask questions and vote at the AGM in respect of the number of shares registered in their names at the time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and/or vote at the meeting.
  • 6. Persons who hold interests in DCC plc shares through the Euroclear Bank system or as CREST depository interests (CDIs) through the CREST system, wishing to appoint a proxy or submit voting instructions, should consult with their custodian, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines of the respective systems.
  • 7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +353 1 247 5698 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. References to times are to the time in Dublin, Ireland.
All Holders

Poll Card To be completed only at the AGM when the Poll is called.

For Against Withheld For Against Withheld
1. To review the Company's affairs and to receive and consider the Financial
Statements for the year ended 31 March 2021, together with the Reports of
(i)
Mark Ryan
the Directors and the Auditors thereon. 6. To authorise the Directors to determine the remuneration of the Auditors.
2. To declare a fi nal dividend of 107.85 pence per share for the year ended
31 March 2021.
7. To authorise the Directors to allot shares.
3. To consider the Remuneration Report (excluding the Remuneration Policy)
as set out on pages 112 to 135 of the 2021 Annual Report and Accounts.
8. To authorise the Directors to dis-apply pre-emption rights in certain
4. To consider the Remuneration Policy as set out on pages 116 to 122 of the
2021 Annual Report and Accounts.
circumstances (relating to rights issues or other issues up to a limit of 5%
of issued share capital (excluding Treasury Shares)).
5. To elect or re-elect (as appropriate) the following Directors: 9. To authorise the Directors to dis-apply pre-emption rights in certain
circumstances (relating to acquisitions or other capital investments up to
(a) Mark Breuer a limit of 5% of issued share capital (excluding Treasury Shares)).
(b) Caroline Dowling 10. To authorise the Directors to purchase on a securities market the
Company's own shares up to a limit of 10% of issued share capital
(c) Tufan Erginbilgic (excluding Treasury Shares).
11. To fi x the re-issue price of the Company's shares held as Treasury Shares.
(d) David Jukes
(e) Pamela Kirby 12. To establish the DCC plc Long Term Incentive Plan 2021.
(f)
Kevin Lucey
(g) Cormac McCarthy
(h) Donal Murphy Signature

Vote

Form of Proxy

X
Company's own shares up to a limit of 10% of issued share capital
(c) Tufan Erginbilgic (excluding Treasury Shares).
11. To fi x the re-issue price of the Company's shares held as Treasury Shares.
(d) David Jukes
(e) Pamela Kirby 12. To establish the DCC plc Long Term Incentive Plan 2021. y
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(f)
Kevin Lucey
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(g) Cormac McCarthy
(h) Donal Murphy O
Signature
Form of Proxy
X
Please use a black pen. Mark with an X
inside the box as shown in this example.
You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box.
I/We hereby appoint the Chairman of the Meeting OR the following person
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Please leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
thereof. I/We direct that my/our vote(s) be cast on the specifi ed resolutions as indicated by an X in the appropriate box.
* For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front).
Please tick here to indicate that this proxy appointment is one of multiple appointments being made.
m a
DCC plc to be held at DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland on Friday, 16 July 2021 at 11.00 a.m., and at any adjournment
Vote
For Against Withheld
Vote
For Against Withheld
1. To review the Company's affairs and to receive and consider the
Financial Statements for the year ended 31 March 2021, together
(h) Donal Murphy
with the Reports of the Directors and the Auditors thereon.
2. To declare a fi nal dividend of 107.85 pence per share for the year
r (i)
Mark Ryan
ended 31 March 2021.
3. To consider the Remuneration Report (excluding the
o 6. To authorise the Directors to determine the remuneration of
the Auditors.
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Remuneration Policy) as set out on pages 112 to 135 of the
2021 Annual Report and Accounts.
7. To authorise the Directors to allot shares.
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4. To consider the Remuneration Policy as set out on pages 116 to
122 of the 2021 Annual Report and Accounts.
5. To elect or re-elect (as appropriate) the following Directors:
8. To authorise the Directors to dis-apply pre-emption rights in
certain circumstances (relating to rights issues or other issues
up to a limit of 5% of issued share capital (excluding Treasury
Shares)).
I
(a) Mark Breuer
(b) Caroline Dowling
9. To authorise the Directors to dis-apply pre-emption rights in
certain circumstances (relating to acquisitions or other capital
investments up to a limit of 5% of issued share capital (excluding
Treasury Shares)).
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(c) Tufan Erginbilgic
(d) David Jukes
10. To authorise the Directors to purchase on a securities market the
Company's own shares up to a limit of 10% of issued share capital
(excluding Treasury Shares).
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(e) Pamela Kirby
11. To fi x the re-issue price of the Company's shares held as
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(f)
Kevin Lucey
Treasury Shares.
12. To establish the DCC plc Long Term Incentive Plan 2021.
(g) Cormac McCarthy

I/we direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fi t or abstain in relation to any business of the Meeting.

Signature Date
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In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

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DCC

Vote

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