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Clarkson PLC Proxy Solicitation & Information Statement 2018
4689_agm-r_2018-04-05_7ef02f6f-9ab2-4522-972e-d27e83cdd922.pdf
Proxy Solicitation & Information Statement
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Clarkson PLC
Attendance Card
Please bring this card with you to the annual general meeting ("AGM") and present it at Shareholder registration/accreditation.
The AGM of the Company will be held at Commodity Quay, St Katharine Docks, London E1W 1BF on Thursday 10 May 2018 at 12.00 noon.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy - AGM to be held on Thursday 10 May 2018
Cast your vote 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: 914833
SRN:
PIN:
View the 2017 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 Tuesday 8 May 2018 at 12.00 noon.
Explanatory Notes
- 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 AGM. If you wish to appoint a person other than the chairman of the AGM, 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).
- 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.
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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.
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Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the AGM 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 AGM. 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 AGM.
- 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.
- 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.
- Any alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the AGM and voting in person.
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
50155
146657_150462_RUN_ONS/000001/000001/SG150/
Poll Card To be completed only at the AGM.
| Ordinary resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the accounts of the Company for the year ended 31 December 2017, together with the reports of the Directors and external Auditor on those accounts. | ☐ | ☐ | ☐ |
| 2. To approve the annual statement by the Chair of the remuneration committee and the annual report on remuneration. | ☐ | ☐ | ☐ |
| 3. To declare a final dividend of 50 pence per ordinary share of 25 pence each in the capital of the Company in respect of the year ended 31 December 2017. | ☐ | ☐ | ☐ |
| 4. To re-elect James Hughes-Hallett as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. To re-elect Andi Case as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect Peter M. Anker as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Jeff Woyda as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Peter Backhouse as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Birger Nergaard as a Director of the Company. | ☐ | ☐ | ☐ |
| For | Against | Vote Withheld | |
| --- | --- | --- | --- |
| 10. To re-elect Marie-Louise Clayton as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect Ed Warner as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company. | ☐ | ☐ | ☐ |
| 13. To authorise the Directors of the Company to agree the remuneration of the Auditor. | ☐ | ☐ | ☐ |
| 14. To authorise the Directors to allot shares in the Company. | ☐ | ☐ | ☐ |
| 15. To authorise the Company and any subsidiary of the Company to make political donations. | ☐ | ☐ | ☐ |
| Special resolutions | |||
| 16. To authorise the Directors to allot equity securities for cash. | ☐ | ☐ | ☐ |
| 17. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 18. To approve general meetings of the Company, other than annual general meetings being called on not less than 14 clear days notice. | ☐ | ☐ | ☐ |
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 of the AGM. Please leave this box blank if you want to select the chairman of the AGM. Do not insert your own name(s).
| * | |
|---|---|
I/We hereby appoint the chairman of the AGM 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 AGM of Clarkson PLC to be held at Commodity Quay, St Katharine Docks, London E1W 1BF on Thursday 10 May 2018 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 resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the accounts of the Company for the year ended 31 December 2017, together with the reports of the Directors and external Auditor on those accounts. | ☐ | ☐ | ☐ |
| 2. To approve the annual statement by the Chair of the remuneration committee and the annual report on remuneration. | ☐ | ☐ | ☐ |
| 3. To declare a final dividend of 50 pence per ordinary share of 25 pence each in the capital of the Company in respect of the year ended 31 December 2017. | ☐ | ☐ | ☐ |
| 4. To re-elect James Hughes-Hallett as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. To re-elect Andi Case as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect Peter M. Anker as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Jeff Woyda as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Peter Backhouse as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Birger Nergaard as a Director of the Company. | ☐ | ☐ | ☐ |
Please use a black pen. Mark with an X inside the box as shown in this example.
| 10. To re-elect Marie-Louise Clayton as a Director of the Company. | ☐ | ☐ | ☐ |
|---|---|---|---|
| 11. To re-elect Ed Warner as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company. | ☐ | ☐ | ☐ |
| 13. To authorise the Directors of the Company to agree the remuneration of the Auditor. | ☐ | ☐ | ☐ |
| 14. To authorise the Directors to allot shares in the Company. | ☐ | ☐ | ☐ |
| 15. To authorise the Company and any subsidiary of the Company to make political donations. | ☐ | ☐ | ☐ |
| Special resolutions | |||
| 16. To authorise the Directors to allot equity securities for cash. | ☐ | ☐ | ☐ |
| 17. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 18. To approve general meetings of the Company, other than annual general meetings being called on not 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 AGM.
Signature
Date
DD/MM/YY
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).
H1042
HOR