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DCC PLC

Proxy Solicitation & Information Statement Jun 11, 2025

6187_agm-r_2025-06-11_c3b3c15b-b1a9-45d2-b479-694775ba2050.pdf

Proxy Solicitation & Information Statement

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Attendance Card

The 2025 Annual General Meeting ('AGM') of DCC plc will be held at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1, Ireland on Thursday, 10 July 2025 at 2.00 p.m.

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

Shareholder Reference Number

Form of Proxy - Annual General Meeting ('AGM') of DCC plc to be held on 10 July 2025

see above, by 8 July 2025 at 2.00 p.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 Chair 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 Chair of the Meeting, we would ask that, as a contingency measure, you additionally appoint the Chair 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. 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 deposited with the Registrar before the deadline set out above. A shareholder wishing to appoint

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.

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 (deemed to be 6.00 p.m.) on Sunday, 6 July 2025 (or if the AGM is adjourned for 14 days or more, at 6.00 p.m. on the day immediately preceding the date that falls 72 hours before the time appointed for 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.

12ZZEC D01

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

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 2025, together with the Reports of
5. To approve the appointment of Deloitte Ireland LLP as external auditor of
the Company.
2. the Directors and the Auditors thereon.
To declare a fi nal dividend of 140.21 pence per share for the year ended
6. To authorise the Directors to determine the remuneration of the Auditors.
31 March 2025. 7. To authorise the Directors to allot shares.
3. To consider the Remuneration Report (excluding the Remuneration Policy)
as set out on pages 118 to 142 of the 2025 Annual Report and Accounts.
8. To authorise the Directors to dis-apply pre-emption rights in certain
4. To elect or re-elect (as appropriate) the following Directors: circumstances (relating to rights issues or other issues up to a limit of 5%
of issued share capital (excluding Treasury Shares)).
(a) Laura Angelini 9. To authorise the Directors to dis-apply pre-emption rights in certain
(b) Mark Breuer circumstances (relating to acquisitions or other capital investments up to
a limit of 5% of issued share capital (excluding Treasury Shares)).
(c) Katrina Cliffe 10. To authorise the Directors to purchase on-market the Company's own shares Y
(d) Caroline Dowling up to a limit of 10% of issued share capital (excluding Treasury Shares).
11. To fi x the re-issue price of the Company's shares held as Treasury Shares.
L
(e) Steven Holland 12. To approve the cancellation of the entire amount standing to the credit
(f)
Lily Liu
of the Company's share premium account as at 31 March 2025, or such
(g) Kevin Lucey other lesser amount as the Board of Directors or the Irish High Court may
determine.
(h) Donal Murphy N
O
13. To approve the proposed amendment to the Memorandum of Association
of the Company.
(i)
Alan Ralph
(j)
Mark Ryan
Signature
Form of Proxy
Please use a black pen. Mark with an X
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. N
I/We hereby appoint the Chair of the Meeting OR the following person
O
Please leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s). I
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
T
of DCC plc to be held at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1, Ireland on Thursday, 10 July 2025
at 2.00 p.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). A
Please tick here to indicate that this proxy appointment is one of multiple appointments being made. Vote Vote
For Against Withheld M For Against Withheld
1. To review the Company's affairs and to receive and consider the
Financial Statements for the year ended 31 March 2025, together
5. To approve the appointment of Deloitte Ireland LLP as external
auditor of the Company.
with the Reports of the Directors and the Auditors thereon.
2. To declare a fi nal dividend of 140.21 pence per share for the year
R 6. To authorise the Directors to determine the remuneration of
the Auditors.
ended 31 March 2025.
3. To consider the Remuneration Report (excluding the
7. To authorise the Directors to allot shares.
O
Remuneration Policy) as set out on pages 118 to 142 of the
2025 Annual Report and Accounts.
8. To authorise the Directors to dis-apply pre-emption rights in
F
4. To elect or re-elect (as appropriate) the following Directors:
certain circumstances (relating to rights issues or other issues
up to a limit of 5% of issued share capital (excluding Treasury
(a) Laura Angelini Shares)).
N
I
(b) Mark Breuer
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
Vote
For Against Withheld
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 2025, together
5. To approve the appointment of Deloitte Ireland LLP as external
auditor of the Company.
with the Reports of the Directors and the Auditors thereon.
2. To declare a fi nal dividend of 140.21 pence per share for the year
ended 31 March 2025.
6. To authorise the Directors to determine the remuneration of
the Auditors.
7. To authorise the Directors to allot shares.
3. To consider the Remuneration Report (excluding the
Remuneration Policy) as set out on pages 118 to 142 of the
2025 Annual Report and Accounts.
8. To authorise the Directors to dis-apply pre-emption rights in
certain circumstances (relating to rights issues or other issues
4. To elect or re-elect (as appropriate) the following Directors:
(a) Laura Angelini
up to a limit of 5% of issued share capital (excluding Treasury
Shares)).
(b) Mark Breuer 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)).
R
(c) Katrina Cliffe
(d) Caroline Dowling
10. To authorise the Directors to purchase on-market the Company's
own shares up to a limit of 10% of issued share capital (excluding
Treasury Shares).
(e) Steven Holland 11. To fi x the re-issue price of the Company's shares held as
Treasury Shares.
O
F
(f)
Lily Liu
(g) Kevin Lucey
12. To approve the cancellation of the entire amount standing to the
credit of the Company's share premium account as at
31 March 2025, or such other lesser amount as the Board of
(h) Donal Murphy
(i)
Alan Ralph
Directors or the Irish High Court may determine.
13. To approve the proposed amendment to the Memorandum
of Association of the Company.
(j)
Mark Ryan

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).

12ZZEC D01

CS 6 C 2 7 7 0 3 DCC I

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