Clarkson PLC

Proxy Solicitation & Information Statement • Apr 4, 2023

Attendance Information

The Annual General Meeting ('AGM') of Clarkson PLC (the 'Company') will be held electronically by video webcast at 12 noon on Thursday 11 May 2023. If you would like to attend the AGM, please follow the instructions set out in the Notice of Meeting.

Form of Proxy - AGM to be held at 12 noon on Thursday 11 May 2023

Cast your vote online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

SRN: Control Number: 918253

PIN:

You will be asked to enter the Control Number, Shareholder Reference Number ('SRN') and PIN shown opposite and agree to certain terms and conditions.

View the 2022 Annual Report and 2023 Notice of Meeting online https://www.clarksons.com/home/investors/shareholder-centre/

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 noon on Tuesday 9 May 2023.

Explanatory Notes:

• 1. The Company is inviting shareholders to attend and participate in the AGM electronically by video webcast. Details on how to join the meeting can be found in the Notice of Meeting. You will need the meeting website link (https://web.lumiagm.com/167-753-698) and your unique SRN and PIN which can be found on your Form of Proxy. If you return your Form of Proxy and intend to join the video webcast, please make a note of these numbers. Please also refer to the Notice of Meeting for instructions on how a proxy or corporate representative can join the meeting.
• 1. Entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on Tuesday 9 May 2023 (or, in the event of any adjournment, 6pm on the date which is two working days prior to the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.
• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
• 1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0)370 707 1055 or you may photocopy 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 marking 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.
• 1. 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.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0)370 707 1055 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 1. Please see the notes to the Notice of Meeting for further information on completion of this Form of Proxy.

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

Form of Proxy

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).

I/We hereby appoint the Chair of the AGM OR the person indicated in the box above as my/our proxy to attend electronically, speak 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 at 12 noon on Thursday 11 May 2023, and at any adjourned meeting.

	* For the appointment of more than one proxy, please refer to Explanatory Notes 3 and 4 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.							Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld				For	Against	Vote Withheld
1.	Receive the Annual Report.					12. Re-elect Heike Truol as a Director of the Company.
2.	Approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).					13. Reappoint PricewaterhouseCoopers LLP as Auditor of the Company.
3.	Approve the Directors' Remuneration Policy.					14. Authorise the Board to determine the remuneration of the Auditor of the Company.
4.	Declare a final dividend of 64 pence per ordinary share.					15. Authorise the Directors to allot shares in the Company.
5.	Re-elect Laurence Hollingworth as a Director of the Company.					16. Authorise the Company and any subsidiary to make political donations and incur political expenditure.
6.	Re-elect Andi Case as a Director of the Company.					17. Approve the rules of the Clarkson PLC 2023 Long Term Incentive Plan.
7.	Re-elect Jeff Woyda as a Director of the Company.					18. Approve the rules of the Clarkson PLC 2023 Share Option Plan.
8.	Re-elect Martine Bond as a Director of the Company.					Special Resolutions 19. Authorise the disapplication of pre-emption rights.
9.	Re-elect Sue Harris as a Director of the Company.					20. Authorise the Company to purchase its own shares.
	10. Re-elect Dr Tim Miller as a Director of the Company.					21. Approve general meetings, other than an annual general meeting, being called on not less than 14 clear days' notice.
	11. Re-elect Birger Nergaard as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting.

Signature	Date

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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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