Clarkson PLC — Proxy Solicitation & Information Statement 2018

Apr 5, 2018

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

Form of Direction - annual general meeting ("AGM") to be held on Thursday 10 May 2018

Cast your voting direction online... it's fast, easy and secure! 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.

View the 2017 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 Friday 4 May 2018 at 12.00 noon.

Explanatory Notes

• 1. This Form of Direction has been issued in respect of the Restricted Shares held for you within the Clarkson PLC 2014 Long Term Incentive Plan (the 'Plan') which are registered in the name of 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 AGM or any adjournment thereof by virtue of their interest in such Restricted Shares. Alternatively, such participants may attend and vote at the AGM 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 AGM 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.

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

PIN: SRN:

Control Number: 914834

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 AGM to be held at Commodity Quay, St Katharine Docks, London E1W 1BF, on Thursday 10 May 2018 at 12.00 noon.

	Ordinary resolutions	For	Against	Vote Withheld		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.				10. To re-elect Marie-Louise Clayton as a Director of the Company.
2.	To approve the annual statement by the Chair of the remuneration committee and the annual report on remuneration.				11. To re-elect Ed Warner as a Director of the Company.
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.				12. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company.
4.	To re-elect James Hughes-Hallett as a Director of the Company.				13. To authorise the Directors of the Company to agree the remuneration of the Auditor.
5.	To re-elect Andi Case as a Director of the Company.				14. To authorise the Directors to allot shares in the Company.
6.	To re-elect Peter M. Anker as a Director of the Company.				15. To authorise the Company and any subsidiary of the Company to make political donations.
7.	To re-elect Jeff Woyda as a Director of the Company.				Special resolutions 16. To authorise the Directors to allot equity securities for cash.
8.	To re-elect Peter Backhouse as a Director of the Company.				17. To authorise the Company to purchase its own shares.
9,	To re-elect Birger Nergaard as a Director of the Company.				18. To approve general meetings of the Company, other than annual general meetings being called on not less than 14 clear days notice.

Signature	Date	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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