Clarkson PLC — Proxy Solicitation & Information Statement 2014

Apr 3, 2014

CLARKSONS

MR A SAMPLE

SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA

Attendance Card

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

Additional Holders:
- ADDITIONAL HOLDER 1
- ADDITIONAL HOLDER 2
- ADDITIONAL HOLDER 3
- ADDITIONAL HOLDER 4

The Chairman of Clarkson PLC invites you to attend the Annual General Meeting of the Company to be held at St Magnus House, 3 Lower Thames Street, London EC3R 6HE on 9 May 2014 at 12.00 noon.

Shareholder Reference Number
C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 9 May 2014

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 912099
SRN: C0000000000
PIN: 1245

View the Annual Report online: www.clarksons.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 7 May 2014 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 0870 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.

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 0870 707 1055 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. The 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the results designated account printed hereon. This personalised form is not transferable to your different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instrument that does not comply with these conditions.

All Named Holders

MR A SAMPLE

Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4

50110

115648_68402_MAIL/000001/000001/SG150

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

Ordinary Business	For	Against	Vote	Withheld
1. To receive the accounts of the Company for the financial year ended 31 December 2013, together with the reports of the directors and of the 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 2013.	☐	☐	☐	☐
3. To receive and approve the directors' remuneration policy, such policy to take effect from immediately after the end of the AGM.	☐	☐	☐	☐
4. To declare a final dividend of 37 pence per ordinary share of 25 pence each in respect of the year ended 31 December 2013.	☐	☐	☐	☐
5. To re-elect Mr J D Woyda who retires by rotation, as an executive director of the Company.	☐	☐	☐	☐
6. To re-elect Mr E W Warner who retires by rotation, as a non-executive director of the Company.	☐	☐	☐	☐
7. To elect Mr P Backhouse as a non-executive director of the Company.	☐	☐	☐	☐
8. 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.	☐	☐	☐	☐

1. To authorise the directors of the Company to agree the remuneration of the auditors. ☐ ☐ ☐

Special Business

1. To authorise the directors of the Company to allot shares up to a specified amount. ☐ ☐ ☐
2. Special Resolution: To authorise the directors of the Company to allot shares (and sell treasury shares) for cash without making a pre-emptive offer to shareholders. ☐ ☐ ☐
3. Special Resolution: To authorise the Company to purchase its own shares. ☐ ☐ ☐
4. Special Resolution: To approve the holding of a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice. ☐ ☐ ☐
5. To approve the increase of the aggregate maximum level of ordinary remuneration permitted to be paid to the non-executive directors of the Company per annum. ☐ ☐ ☐
6. To approve the rules of the Clarkson 2014 Long Term Incentive Plan. ☐ ☐ ☐
7. To approve the rules of the Clarkson 2014 Share Option Plan. ☐ ☐ ☐

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).

	*

C0000000000

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 St Magnus House, 3 Lower Thames Street, London EC3R 6HE on 9 May 2014 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.

Ordinary Business	For	Against	Withheld
1. To receive the accounts of the Company for the financial year ended 31 December 2013, together with the reports of the directors and of the 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 2013.	☐	☐	☐
3. To receive and approve the directors' remuneration policy, such policy to take effect from immediately after the end of the AGM.	☐	☐	☐
4. To declare a final dividend of 37 pence per ordinary share of 25 pence each in respect of the year ended 31 December 2013.	☐	☐	☐
5. To re-elect Mr J D Woyda who retires by rotation, as an executive director of the Company.	☐	☐	☐
6. To re-elect Mr E W Warner who retires by rotation, as a non-executive director of the Company.	☐	☐	☐
7. To elect Mr P Backhouse as a non-executive director of the Company.	☐	☐	☐
8. 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.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example. ☐ X

Ordinary Business	For	Against	Withheld
9. To authorise the directors of the Company to agree the remuneration of the auditors.	☐	☐	☐

Special Business

1. To authorise the directors of the Company to allot shares up to a specified amount. ☐ ☐ ☐
2. Special Resolution: To authorise the directors of the Company to allot shares (and sell treasury shares) for cash without making a pre-emptive offer to shareholders. ☐ ☐ ☐
3. Special Resolution: To authorise the Company to purchase its own shares. ☐ ☐ ☐
4. Special Resolution: To approve the holding of a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice. ☐ ☐ ☐
5. To approve the increase of the aggregate maximum level of ordinary remuneration permitted to be paid to the non-executive directors of the Company per annum. ☐ ☐ ☐
6. To approve the rules of the Clarkson 2014 Long Term Incentive Plan. ☐ ☐ ☐

☐ ☐ ☐
☐ ☐ ☐
☐ ☐ ☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, do not set may vote as he or she sees fit or abstain in relation to any business of the Annual General Meeting.

Signature

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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