Clarkson PLC

Pre-Annual General Meeting Information • Apr 5, 2017

Attendance Card

Please bring this card with you to the Annual General Meeting and present it at Shareholder registration/ accreditation.

The Chairman of Clarkson PLC invites you to attend the Annual General Meeting of the Company to be held at Commodity Quay, St Katharine Docks, London E1W 1BF on 12 May 2017 at 12.00 noon.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 12 May 2017

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10 May 2017 at 12.00 noon.

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). 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 his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 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.
• 3. 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.

Kindly Note: 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.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 day 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.
• 5. 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 48 hours before the time appointed for holding the meeting. 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 Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1055 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the Annual General Meeting if a Poll is called.

	Ordinary Resolutions	For	Against	Vote Withheld
1.	To receive the accounts of the Company for the financial year ended 31 December 2016, together with the reports of the directors and auditors on those accounts.
2.	To receive and approve the annual statement by the chairman of the remuneration committee and the annual report on remuneration for the financial year ended 31 December 2016.
3.	To receive and approve the directors' remuneration policy for the financial year ended 31 December 2016.
4.	To declare a final dividend of 43 pence per ordinary share of 25 pence each in respect of the financial year ended 31 December 2016.
5.	To re-elect James Hughes-Hallett who retires, as a Non-Executive Director of the Company.
6.	To re-elect Andrew Case who retires, as an Executive Director of the Company.
7.	To re-elect Peter M. Anker who retires, as an Executive Director of the Company.
8.	To re-elect Jeffrey Woyda who retires, as an Executive Director of the Company.
9.	To re-elect Peter Backhouse who retires, as a Non-Executive Director of the Company.

10.	To re-elect Birger Nergaard who retires, as a Non-Executive Director of the Company.	For	Against	Vote Withheld
11.	To re-elect Edmond Warner who retires, as a Non-Executive Director of the Company.
12.	To elect Marie-Louise Clayton, as a Non-Executive Director of the Company.
13.	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid.
14.	To authorise the directors of the Company to agree the remuneration of the auditors.
15.	The directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company.
16.	Special Resolution - The directors be and are hereby generally empowered pursuant to Section 570 and Section 573 of the Companies Act 2006, subject to and conditional upon the passing of resolution 15 to allot equity securities for cash.
17.	Special Resolution - The Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases of its own shares.
18.	Special Resolution - That a general meeting of the Company, other than an AGM, may be called on not

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

			*
	I/We hereby appoint the Chairman of the Annual General Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Clarkson PLC to be held at Commodity Quay, St Katharine Docks, London E1W 1BF on 12 May 2017 at 12.00 noon, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive the accounts of the Company for the financial year ended 31 December 2016, together with the reports of the directors and auditors on those accounts.				10.	To re-elect Birger Nergaard who retires, as a Non-Executive Director of the Company.
2.	To receive and approve the annual statement by the chairman of the remuneration committee and the annual report on remuneration for the financial year ended 31 December 2016.				11.	To re-elect Edmond Warner who retires, as a Non-Executive Director of the Company.
3.	To receive and approve the directors' remuneration policy for the financial year ended 31 December 2016.				12.	To elect Marie-Louise Clayton, as a Non-Executive Director of the Company.
4.	To declare a final dividend of 43 pence per ordinary share of 25 pence each in respect of the financial year ended 31 December 2016.				13.	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid.
5.	To re-elect James Hughes-Hallett who retires, as a Non-Executive Director of the Company.				14.	To authorise the directors of the Company to agree the remuneration of the auditors.
6.	To re-elect Andrew Case who retires, as an Executive Director of the Company.				15.	The directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company.
7.	To re-elect Peter M. Anker who retires, as an Executive Director of the Company.				16.	Special Resolution - The directors be and are hereby generally empowered pursuant to Section 570 and Section 573 of the Companies Act 2006, subject to and conditional upon the passing of resolution 15 to allot equity securities for cash.
8.	To re-elect Jeffrey Woyda who retires, as an Executive Director of the Company.				17.	Special Resolution - The Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases of its own shares.
9.	To re-elect Peter Backhouse who retires, as a Non-Executive Director of the Company.				18.	Special Resolution - That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

less than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Annual General Meeting.

Signature	Date

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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