Proxy Solicitation & Information Statement • Apr 6, 2022
Proxy Solicitation & Information Statement
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The Annual General Meeting ('AGM') of the Company will be held electronically by video webcast on Wednesday 11 May 2022 at 12 noon. If you would like to attend the AGM, please follow the instructions set out in the Notice of Meeting.
Please detach this portion before posting this Form of Proxy.
Cast your vote online...it's fast, easy and secure! www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number ('SRN') and PIN shown opposite and agree to certain terms and conditions.
SRN: Control Number: 917516
PIN:

View the 2021 Annual Report and Notice of Meeting online: www.clarksons.com
Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online!
This form is issued only to the addressee(s) and is specific to the 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 PLC accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | |||
|---|---|---|---|
Please complete this box only if you wish to appoint a third-party proxy other than the chair of the AGM. Please leave this box blank if you want to select the chair of the AGM. Do not insert your own name(s).
* Enter the number of shares in relation to which your proxy may act (if not your full voting entitlement).
I/We hereby appoint the chair of the AGM OR the person indicated in the box above as my/our proxy to attend, ask questions online in written form and vote in respect of my/our full voting entitlement* on my/our behalf at the AGM of Clarkson PLC to be held electronically by video webcast on Wednesday 11 May 2022 at 12 noon, and at any adjourned meeting.
*
| Please use a black pen. Mark with an X Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to explanatory notes 3 and 4. inside the box as shown in this example. |
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| Ordinary Resolutions | For | Against | Vote Withheld |
For | Against | Vote Withheld |
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| 1. | Receive the Annual Report. | 11. | Re-elect Birger Nergaard as a Director of the Company. | |||||||
| 2. | Approve the Directors' Remuneration Report. | 12. | Re-elect Heike Truol as a Director of the Company. | |||||||
| 3. | Declare a final dividend of 57 pence per ordinary share. | 13. | Reappoint PricewaterhouseCoopers LLP as Auditor of the Company. | |||||||
| 4. | Re-elect Laurence Hollingworth as a Director of the Company. | 14. | Authorise the Board to determine the remuneration of the Auditor of the Company. |
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| 5. | Re-elect Andi Case as a Director of the Company. | 15. | Authorise the Directors to allot shares in the Company. | |||||||
| 6. | Re-elect Jeff Woyda as a Director of the Company. | 16. | Authorise the Company and any subsidiary of the Company to make political donations and incur political expenditure. Special Resolutions |
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| 7. | Re-elect Peter Backhouse as a Director of the Company. | 17. | Authorise the disapplication of pre-emption rights. | |||||||
| 8. | Elect Martine Bond as a Director of the Company. | 18. | Authorise the Company to purchase its own shares. | |||||||
| 9. | Re-elect Sue Harris as a Director of the Company. | 19. | Approve general meetings, other than an annual general meeting, being called on not less than 14 clear days' notice. |
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| 10. | Re-elect Dr Tim Miller as a Director of the Company. |
I/We instruct my/our proxy as indicated on this Form of Proxy. Unless otherwise instructed the proxy may vote as he/she sees fit or abstain in relation to any business of the AGM.
| Signature | Date |
|---|---|
| ----------- | ------ |
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
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