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Clarkson PLC

Proxy Solicitation & Information Statement Apr 6, 2022

4689_agm-r_2022-04-06_27734177-b190-4945-8905-8d3f1168cb4e.pdf

Proxy Solicitation & Information Statement

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Attendance Information

The Annual General Meeting ('AGM') of the Company will be held electronically by video webcast on Wednesday 11 May 2022 at 12 noon. If you would like to attend the AGM, please follow the instructions set out in the Notice of Meeting.

Shareholder Reference Number

Please detach this portion before posting this Form of Proxy.

Form of Proxy - AGM to be held on Wednesday 11 May 2022 at 12 noon

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.

SRN: Control Number: 917516

PIN:

View the 2021 Annual Report and Notice of Meeting online: www.clarksons.com

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

To be effective, all proxy appointments must be lodged with the Company's registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Monday 9 May 2022 at 12 noon.

Explanatory notes

    1. The Company is inviting shareholders to attend and participate in the AGM electronically by video webcast. Details on how to join the meeting can be found in the Notice of Meeting. You will need the meeting website link (https://web.lumiagm.com/160-701-750) and your unique SRN and PIN which can be found on your Form of Proxy. If you return your Form of Proxy and intend to join the video webcast, please make a note of these numbers. Please also refer to the Notice of Meeting for instructions on how a proxy or corporate representative can join the meeting.
    1. 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 6pm on Monday 9 May 2022 (or, in the event of any adjournment, 6pm on the date which is two working days prior to the adjourned 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 AGM.
    1. Every holder has the right to appoint some other person(s) of his/her choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights to attend (electronically by video webcast), ask questions online in written form and vote on their behalf at the AGM. If you wish to appoint a person other than the chair 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/her discretion as to whether, and if so how, he/she votes.
    1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the registrar's helpline on +44(0)370 707 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.
    1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. 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.
    1. The above is how your address appears on the Register of Members. If this information is incorrect, please contact the registrar's helpline on +44(0)370 707 1055 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
    1. Any alterations made to this form should be initialled.
    1. The completion and return of this form will not preclude a member from attending the AGM electronically and voting at the AGM.
    1. Please see the notes to the Notice of Meeting for further information on completion of this Form of Proxy.

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

Form of Proxy

Please complete this box only if you wish to appoint a third-party proxy other than the chair of the AGM. Please leave this box blank if you want to select the chair of the AGM. Do not insert your own name(s).

* Enter the number of shares in relation to which your proxy may act (if not your full voting entitlement).

I/We hereby appoint the chair of the AGM OR the person indicated in the box above as my/our proxy to attend, ask questions online in written form and vote in respect of my/our full voting entitlement* on my/our behalf at the AGM of Clarkson PLC to be held electronically by video webcast on Wednesday 11 May 2022 at 12 noon, and at any adjourned meeting.

*

Please use a black pen. Mark with an X
Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to explanatory notes 3 and 4.
inside the box as shown in this example.
Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. Receive the Annual Report. 11. Re-elect Birger Nergaard as a Director of the Company.
2. Approve the Directors' Remuneration Report. 12. Re-elect Heike Truol as a Director of the Company.
3. Declare a final dividend of 57 pence per ordinary share. 13. Reappoint PricewaterhouseCoopers LLP as Auditor of the Company.
4. Re-elect Laurence Hollingworth as a Director of the Company. 14. Authorise the Board to determine the remuneration of the Auditor of
the Company.
5. Re-elect Andi Case as a Director of the Company. 15. Authorise the Directors to allot shares in the Company.
6. Re-elect Jeff Woyda as a Director of the Company. 16. Authorise the Company and any subsidiary of the Company to make
political donations and incur political expenditure.
Special Resolutions
7. Re-elect Peter Backhouse as a Director of the Company. 17. Authorise the disapplication of pre-emption rights.
8. Elect Martine Bond as a Director of the Company. 18. Authorise the Company to purchase its own shares.
9. Re-elect Sue Harris as a Director of the Company. 19. Approve general meetings, other than an annual general meeting,
being called on not less than 14 clear days' notice.
10. Re-elect Dr Tim Miller as a Director of the Company.

I/We instruct my/our proxy as indicated on this Form of Proxy. Unless otherwise instructed the proxy may vote as he/she sees fit or abstain in relation to any business of the AGM.

Signature Date
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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).

H 1 0 4 6 2 5 H O R

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