Clarkson PLC

Proxy Solicitation & Information Statement • Apr 3, 2014

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

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

Cast your Direction online It's fast, easy and secure!	912100 Control Number:
www.investorcentre.co.uk/eproxy	C0000000000 SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.	PIN: 1245
View the Annual Report online: www.clarksons.com
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To be effective, all forms of direction must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 6 May 2014 at 12.00 noon.

Explanatory Notes:

• 1. This Form of Direction has been issued in respect of the shares held for you within the Clarkson PLC Restricted Share Plan (the 'Plan') which are held severally in the names of Clarkson (Trustees) Limited and Praxis Trustees Limited (the 'Trustees').
• 1. Any alteration to this form must be initialled.
• 1. In accordance with the Rules of the Plan, participants in the Plan may direct the Trustee(s) to exercise the votes attaching to those Restricted Shares (if any) awarded to them in respect of deferred bonuses and may attend the Annual General Meeting or any adjournment thereof by virtue of their interest in such Restricted Shares. Alternatively, such participants may attend and vote at the Annual General Meeting in respect of the Restricted Shares awarded to them as a deferred bonus if they are appointed by the Trustee(s) to act as its/their proxy in respect of those Restricted Shares.
• 1. Participants may not direct the Trustee(s) to exercise the voting rights attaching to any other Restricted Shares in which they are beneficially interested during the Restricted Period (as defined in the Rules of the Plan), nor may they attend the Annual General Meeting or appoint a proxy or be appointed as a proxy to attend and vote in respect of those Restricted Shares.
• 1. Please note that a 'Vote Withheld' has no legal effect and will count neither for nor against a resolution. If no voting instructions are received, the Trustees will not vote on your behalf.
• 1. If this Form of Direction is not returned, or if it is returned but completed incorrectly, unsigned or after the deadline stated below, your instructions will not be acted upon.
• 1. You may not use any electronic address provided in this Form of Direction to communicate with the Company for any purposes other than those expressly stated.

SG149

Form of Direction

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

C0000000000

I would like the Trustees of the Ordinary Shares to vote and act on my behalf in accordance with my instructions in respect of the Resolutions relating to the Annual General Meeting to be held at St Magnus House, 3 Lower Thames Street, London EC3R 6HE, on 9 May 2014 at 12.00 noon.

				Vote					Vote
1.	Ordinary Business 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.	For	Against	Withheld	9.	To authorise the directors of the Company to agree the remuneration of the auditors.	For	Against	Withheld
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.					Special Business 10. To authorise the directors of the Company to allot shares up to a specified amount.
3.	To receive and approve the directors' remuneration policy, such policy to take effect from immediately after the end of the AGM.					11. 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.
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.					12. Special Resolution: To authorise the Company to purchase its own shares.
5.	To re-elect Mr J D Woyda who retires by rotation, as an executive director of the Company.					13. 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.
6.	To re-elect Mr E W Warner who retires by rotation, as a non-executive director of the Company.					14. 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.
7.	To elect Mr P Backhouse as a non-executive director of the Company.					15. To approve the rules of the Clarkson 2014 Long Term Incentive Plan.
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.					16. To approve the rules of the Clarkson 2014 Share Option Plan.

In the case of joint shareholders, only one holder need sign. In the case of a corporation, the Form of Direction should be signed by a duly authorised official whose capacity should be stated, or by an attorney.

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