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DCC PLC

Proxy Solicitation & Information Statement Jun 9, 2011

6187_agm-r_2011-06-09_0bafaa03-cc60-4d75-93be-90daab15d01f.pdf

Proxy Solicitation & Information Statement

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MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1

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Attendance Card

Please bring this card with you to the meeting and present it at shareholder registration/accreditation.

The Chairman of DCC plc invites you to attend the Annual General Meeting of the Company to be held at The Four Seasons Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on Friday, 15 July 2011 at 11.00 a.m.

Form of Proxy - Annual General Meeting ('AGM') of DCC plc to be held on 15 July 2011

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@ Cast your Proxy online 24 hours a dayIt's fast, easy and secure!
www.eproxyappointment.com
You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.
Control Number: 910888 C1234567890
SRN.
1234
PIN.

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 or through the voting website, see above, by 13 July 2011 at 11.00am.

To view the Annual Report and Notice of Meeting online log on to www.dcc.ie/investor-relations/reports/2011.aspx

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 AGM, 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 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 together with any power of attorney or other authority under which it is executed, or a notarially certifi ed copy thereof, must be 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 Registrars by sending an email to [email protected]

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. Pursuant to Section 134A of the Companies Act 1963 and regulation 14 of the Companies Act, 1990 (Uncertifi cated Securities) Regulations 1996, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the date of the 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 meeting.
  • 6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 11.00am on Wednesday 13 July 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertifi cated Securities) Regulations 1996.
  • 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. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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

Ordinary Business Vote
For Against Withheld
For Against Withheld Vote
1. To receive and consider the Financial Statements for the year ended
31 March 2011, together with the Reports of the Directors and the
Auditors thereon.
(g) Donal Murphy
2. To declare a fi nal dividend of 48.07 cent per share for the year ended
31 March 2011.
(h) Fergal O'Dwyer
3. To approve the Report on Directors' Remuneration and Interests for the
year ended 31 March 2011.
(i)
Bernard Somers
4. To re-elect the following Directors: (j)
Leslie Van de Walle
(a) Tommy Breen 5. To authorise the Directors to determine the remuneration of the Auditors.
Special Business
(b) Róisín Brennan 6. To authorise the Directors to allot shares.
(c) Michael Buckley 7. To authorise the Directors to allot shares for cash otherwise than to existing
shareholders in certain circumstances.
(d) David Byrne 8. To authorise the Directors to make market purchases of the Company's
own shares.
(e) Kevin Melia 9. To fi x the re-issue price of the Company's shares held as treasury shares.
(f)
John Moloney
10. To maintain the existing authority to convene an EGM by 14 days notice.
Signature

Form of Proxy

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

C1234567890 A B C D

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the Annual General Meeting of DCC plc to be held at The Four Seasons Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on Friday, 15 July 2011 at 11.00 a.m., and at any adjournment 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.

Vote Vote
Ordinary Business For Against Withheld For Against Withheld
1. To receive and consider the Financial Statements for the year
ended 31 March 2011, together with the Reports of the Directors
and the Auditors thereon.
(g) Donal Murphy
2. To declare a fi nal dividend of 48.07 cent per share for the year
ended 31 March 2011.
(h) Fergal O'Dwyer
3. To approve the Report on Directors' Remuneration and Interests
for the year ended 31 March 2011.
(i)
Bernard Somers
4. To re-elect the following Directors: (j)
Leslie Van de Walle
(a) Tommy Breen 5. To authorise the Directors to determine the remuneration of
the Auditors.
Special Business
(b) Róisín Brennan 6. To authorise the Directors to allot shares.
(c) Michael Buckley 7. To authorise the Directors to allot shares for cash otherwise than
to existing shareholders in certain circumstances.
(d) David Byrne 8. To authorise the Directors to make market purchases of the
Company's own shares.
(e) Kevin Melia 9. To fi x the re-issue price of the Company's shares held as treasury
shares.
(f)
John Moloney
10. To maintain the existing authority to convene an EGM by
14 days notice.

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

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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