Clarkson PLC — Proxy Solicitation & Information Statement 2015

Apr 2, 2015

CLARKSONS

Computershare

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

Form of Direction - Annual General Meeting to be held on 8 May 2015

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www.investorcentre.co.uk/eproxy

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

Control Number: 912881
SRN:
PIN:

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 Road, Bristol BS99 6ZY by 5 May 2015 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').
2. Any alteration to this form must be initialled.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.

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.

All Named Holders

SG149

123886_93841_RUN_ONS/000001/000002/SG149/i

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Form of Direction

+

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

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 8 May 2015 at 12.00 noon.

	For	Against	Vote Withheld
1. To receive the accounts of the Company for the financial year ended 31 December 2014, 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 2014.	☐	☐	☐
3. To declare a final dividend of 39 pence per ordinary share of 25 pence each in respect of the year ended 31 December 2014.	☐	☐	☐
4. To re-elect Mr Jeffrey Woyda who retires by rotation, as an executive director of the Company.	☐	☐	☐
5. To re-elect Mr James Morley who retires by rotation, as a non-executive director of the Company.	☐	☐	☐
6. To elect Mr James Huges-Hallett as a non-executive director of the Company.	☐	☐	☐
7. To elect Mr Peter Anker as an executive director of the Company.	☐	☐	☐
8. To elect Mr Birger Nergaard as a non-executive director of the Company.	☐	☐	☐
9. 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.	☐	☐	☐
10. To authorise the directors of the Company to agree the remuneration of the auditors.	☐	☐	☐
11. To authorise the directors of the Company to allot shares up to a specified amount.	☐	☐	☐
12. Special Resolution: To authorise the directors of the Company to allot shares for cash without making a pre-emptive offer to shareholders.	☐	☐	☐
13. Special Resolution: To authorise the Company to purchase its own shares.	☐	☐	☐
14. Special Resolution: To approve and adopt new articles of association of the Company.	☐	☐	☐
15. 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.	☐	☐	☐

Signature

Date

DD/MM/YY

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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