DCC PLC

Proxy Solicitation & Information Statement • Jun 12, 2019

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 2019 Annual General Meeting of the Company to be held at the InterContinental Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on Friday, 12 July 2019 at 11.00 a.m. attend the ompany a scourt urt Ballsbridg uly t a

Shareholder Reference Number hareholder areholder Numb

Form of Proxy - Annual General Meeting ('AGM') of DCC plc to be held on 12 July 2019 c o

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through the voting website, see above, by 10 July 2019 at 11.00 a.m. d, Busines Citywes a July

Explanatory Notes:

• 1. Every member 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 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. For Informerson(s) n vote inse erson Chairman he Shareho pace end p ote provide o If ares t s ente ur entitlement relation rse) deemed wi is ntitlement ha tha older, en t perso prese ot w th
• 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. e form(s) e prox 's p e +35 se holde n n ac n a g o inst ms to re
• 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 Registrar by sending an email to clientservices@computershare.ie Pr F a exec s o electroni etails se the elect p rvices@computer rvices@

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. s

• 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 1105 of the Companies Act 2014 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 11.00 a.m. on Wednesday 10 July 2019. 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.

All Holders

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

		For Against Withheld	Vote		For Against Withheld	Vote
1.	To review the Company's affairs and to receive and consider the Financial Statements for the year ended 31 March 2019, together with the Reports of the Directors and the Auditors thereon.			(j) Mark Ryan (k) Leslie Van de Walle
2.	To declare a fi nal dividend of 93.37 pence per share for the year ended 31 March 2019.			5. To authorise the Directors to determine the remuneration of the Auditors.
3.	To consider the Remuneration Report (excluding the Remuneration Policy) as set out on pages 93 to 118 of the 2019 Annual Report and Accounts.			6. To determine the ordinary remuneration payable to non-executive Directors at s at a maximum of €850,000 per annum.
4.	To elect or re-elect (as appropriate) the following Directors: (a) Mark Breuer			7. To authorise the Directors to allot shares.		y y y y
	(b) Caroline Dowling			l l l l 8. To authorise the Directors to dis-apply pre-emption rights in certain certain circumstances (relating to rights issues or other issues up to a limit of 5% 5% %
	(c) David Jukes			n n n of issued share capital (excluding Treasury Shares)). 9. To authorise the Directors to dis-apply pre-emption rights in certain certain
	(d) Pamela Kirby			circumstances (relating to acquisitions or other capital investments up to stments to a limit of 5% of issued share capital (excluding Treasury Shares)). g
	(e) Jane Lodge			10. To authorise the Directors to make market purchases of the Company's t Company's own shares.
	(f) Cormac McCarthy			11. To fi x the re-issue price of the Company's shares held as Treasury Shares. pany's s S
	(g) John Moloney
	(h) Donal Murphy			O O
	(i) Fergal O'Dwyer			Signature
	n Form of Proxy

Form of Proxy

	X

				of issued share capital (excluding Treasury Shares)).
	(c) David Jukes			9. To authorise the Directors to dis-apply pre-emption rights in certain certain
	(d) Pamela Kirby			n circumstances (relating to acquisitions or other capital investments up to O stments to a limit of 5% of issued share capital (excluding Treasury Shares)). g
	(e) Jane Lodge			10. To authorise the Directors to make market purchases of the Company's t Company's own shares.
(f)	Cormac McCarthy			11. To fi x the re-issue price of the Company's shares held as Treasury Shares. pany's s S
	(g) John Moloney
	(h) Donal Murphy
(i)	Fergal O'Dwyer			n n 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			o i t
	Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).		wn
	* For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front). se	scourt e r	ng	a a 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 m b DCC plc to be held at the InterContinental Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on Friday, 12 July 2019 at 11.00 a.m., and at Ballsbridge, Dublin 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. re a
				Not an
	Please tick here to indicate that this proxy appointment is one of multiple appointments being made. pointment	nt	multiple Vote	appoint		Vote
	1. To review the Company's affairs and to receive and consider the d ch Financial Statements for the year ended 31 March 2019, together	For Against Withheld	m m	(i) Fergal O'Dwyer	For Against Withheld
	with the Reports of the Directors and the Auditors thereon. ors	r r r		(j) Mark Ryan
	2. To declare a fi nal dividend of 93.37 pence per share for the year r year ended 31 March 2019.			(k) Leslie Van de Walle
	o o o o 3. To consider the Remuneration Report (excluding the t g Remuneration Policy) as set out on pages 93 to 118 of the 2019 Annual Report and Accounts. ts.			5. To authorise the Directors to determine the remuneration of
	f f 4. To elect or re-elect (as appropriate) the following Directors: priate)			the Auditors. 6. To determine the ordinary remuneration payable to non-executive
	(a) Mark Breuer			Directors at a maximum of €850,000 per annum. 7. To authorise the Directors to allot shares.
	n n (b) Caroline Dowling ng
	I I (c) David Jukes es			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
	(d) Pamela Kirby mela			Shares)). 9. To authorise the Directors to dis-apply pre-emption rights in
	r r (e) Jane Lodge			certain circumstances (relating to acquisitions or other capital investments up to a limit of 5% of issued share capital (excluding
(f)	Cormac McCarthy			Treasury Shares)). 10. To authorise the Directors to make market purchases of the
	o o (g) John Moloney Mo			Company's own shares. 11. To fi x the re-issue price of the Company's shares held as
	F F (h) Donal Murphy nal Murph			Treasury Shares.

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. prox

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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