Clarkson PLC — AGM Information 2026

May 7, 2026

Company number: 01190238

Clarkson PLC
(the "Company")

Special business at the Annual General Meeting ('AGM')

In addition to resolutions concerning ordinary business, the following resolutions concerning special business were passed at the AGM held on 07 May 2026:

Ordinary resolutions

Resolution 3: Directors' Remuneration Policy

To approve the Directors' Remuneration Policy set out on pages 122 to 129 of the Directors' Remuneration Report for the year ended 31 December 2025, such Policy to take effect from the date of the 2026 AGM.

Resolution 15: Directors' authority to allot shares

That:

(a) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:

(i) allot shares and grant rights to subscribe for or convert any security into shares in the Company:

(A) up to an aggregate nominal amount of £2,577,717 (which shall be the 'first section 551 amount' for the purposes of the Company's Articles of Association); and

(B) comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £5,155,435 (which shall be the 'second section 551 amount' for the purposes of the Company's Articles of Association) (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:

(I) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(II) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

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Company number: 01190238

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on the date which falls 15 months after the date of this resolution); and

(ii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

(b) subject to paragraph (c), all existing authorities given to the Directors pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and

(c) paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Resolution 16: Political donations

That, in accordance with Part 14 of the Companies Act 2006, the Company, and those companies that are subsidiaries of the Company at any time during the period for which this resolution has effect, be and are hereby authorised during the period commencing on the passing of this resolution and ending at the conclusion of the Company's next annual general meeting to:

(i) make political donations to political parties and/or independent election candidates;

(ii) make political donations to political organisations other than political parties; and

(iii) incur political expenditure,

provided that, in each case, any such donations and expenditure incurred by the Company and its subsidiaries shall not exceed £10,000, and that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £10,000.

Words and expressions which are defined in Part 14 of the Companies Act 2006 shall have the same meaning for the purpose of this resolution.

Resolution 17: Amendments to Long Term Incentive Plan

That the proposed amendments to the rules of the Clarkson PLC Long Term Incentive Plan 2023 (the 'LTIP'), as summarised in the explanatory notes section of this Notice of AGM, be approved and the Directors be authorised to adopt the amendments to the

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Company number: 01190238

rules of the LTIP and to do all such other acts and things as they may consider appropriate to implement such amendments.

Special resolutions

Resolution 18: Disapplication of pre-emption rights

That, subject to the passing of resolution 15 above, and in place of all existing powers given to them, the Directors be generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by resolution 15 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. This power:

(a) expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on the date which falls 15 months after the date of this resolution), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

(b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 15(a)(i)(B), by way of a rights issue only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(c) in the case of the authority granted under resolution 15(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of £773,315 (which shall be the 'section 561 amount' for the purposes of the Company's Articles of Association).

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560 of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 15 above' were omitted.

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Company number: 01190238

Resolution 19: Authority to purchase own shares

That the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 25 pence each, provided that:

(a) the maximum number of ordinary shares of 25 pence each that may be purchased is 3,093,261;

(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 25 pence;

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be the higher of:

(i) an amount equal to 5% above the middle market value of an ordinary share (as derived from the London Stock Exchange’s Daily Official List) for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

(ii) an amount equal to the higher of (1) the price of the last independent trade of an ordinary share; and (2) the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

(d) unless previously renewed, revoked or varied, this authority shall expire on the conclusion of the Company’s next annual general meeting or 18 months from the date of passing this resolution, whichever is earlier; and

(e) the Company may make a contract or contracts to purchase ordinary shares before the expiry of this authority, and conclude such contract or contracts in whole or in part after the expiry of this authority.

Resolution 20: General meeting notice period

That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

Rachel Fletcher
Group Company Secretary
07 May 2026