Proxy Solicitation & Information Statement • Jun 11, 2025
Proxy Solicitation & Information Statement
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The 2025 Annual General Meeting ('AGM') of DCC plc will be held at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1, Ireland on Thursday, 10 July 2025 at 2.00 p.m.
Please bring this card with you to the AGM and present it at shareholder registration/accreditation.
Shareholder Reference Number

see above, by 8 July 2025 at 2.00 p.m.
Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders 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 (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
a proxy by electronic means may do so on the Registrar's website www.eproxyappointment.com. Details of the requirements are set out in the box above. A shareholder who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to [email protected]
12ZZEC D01
| Vote For Against Withheld |
Vote For Against Withheld |
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|---|---|---|---|---|---|---|
| 1. | To review the Company's affairs and to receive and consider the Financial Statements for the year ended 31 March 2025, together with the Reports of |
5. To approve the appointment of Deloitte Ireland LLP as external auditor of the Company. |
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| 2. | the Directors and the Auditors thereon. To declare a fi nal dividend of 140.21 pence per share for the year ended |
6. To authorise the Directors to determine the remuneration of the Auditors. | ||||
| 31 March 2025. | 7. To authorise the Directors to allot shares. | |||||
| 3. | To consider the Remuneration Report (excluding the Remuneration Policy) as set out on pages 118 to 142 of the 2025 Annual Report and Accounts. |
8. To authorise the Directors to dis-apply pre-emption rights in certain | ||||
| 4. | To elect or re-elect (as appropriate) the following Directors: | circumstances (relating to rights issues or other issues up to a limit of 5% of issued share capital (excluding Treasury Shares)). |
||||
| (a) Laura Angelini | 9. To authorise the Directors to dis-apply pre-emption rights in certain | |||||
| (b) Mark Breuer | circumstances (relating to acquisitions or other capital investments up to a limit of 5% of issued share capital (excluding Treasury Shares)). |
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| (c) Katrina Cliffe | 10. To authorise the Directors to purchase on-market the Company's own shares | Y | ||||
| (d) Caroline Dowling | up to a limit of 10% of issued share capital (excluding Treasury Shares). 11. To fi x the re-issue price of the Company's shares held as Treasury Shares. |
L | ||||
| (e) Steven Holland | 12. To approve the cancellation of the entire amount standing to the credit | |||||
| (f) Lily Liu |
of the Company's share premium account as at 31 March 2025, or such | |||||
| (g) Kevin Lucey | other lesser amount as the Board of Directors or the Irish High Court may determine. |
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| (h) Donal Murphy | N O 13. To approve the proposed amendment to the Memorandum of Association of the Company. |
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| (i) Alan Ralph |
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| (j) Mark Ryan |
Signature | |||||
| Form of Proxy Please use a black pen. Mark with an X |
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| X inside the box as shown in this example. |
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| You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box. | N | |||||
| I/We hereby appoint the Chair of the Meeting OR the following person | ||||||
| O | ||||||
| Please leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s). | I | |||||
| as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the Annual General Meeting | ||||||
| T of DCC plc to be held at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1, Ireland on Thursday, 10 July 2025 |
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| at 2.00 p.m., and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specifi ed resolutions as indicated by an X in the appropriate box. | ||||||
| * For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front). | A | |||||
| Please tick here to indicate that this proxy appointment is one of multiple appointments being made. | Vote | Vote | ||||
| For Against Withheld | M | For Against Withheld | ||||
| 1. To review the Company's affairs and to receive and consider the Financial Statements for the year ended 31 March 2025, together |
5. To approve the appointment of Deloitte Ireland LLP as external auditor of the Company. |
|||||
| with the Reports of the Directors and the Auditors thereon. 2. To declare a fi nal dividend of 140.21 pence per share for the year |
R | 6. To authorise the Directors to determine the remuneration of the Auditors. |
||||
| ended 31 March 2025. 3. To consider the Remuneration Report (excluding the |
7. To authorise the Directors to allot shares. | |||||
| O Remuneration Policy) as set out on pages 118 to 142 of the 2025 Annual Report and Accounts. |
8. To authorise the Directors to dis-apply pre-emption rights in | |||||
| F 4. To elect or re-elect (as appropriate) the following Directors: |
certain circumstances (relating to rights issues or other issues up to a limit of 5% of issued share capital (excluding Treasury |
|||||
| (a) Laura Angelini | Shares)). | |||||
| N I (b) Mark Breuer |
9. To authorise the Directors to dis-apply pre-emption rights in certain circumstances (relating to acquisitions or other capital investments up to a limit of 5% of issued share capital (excluding |
| Vote For Against Withheld |
For Against Withheld | Vote | ||
|---|---|---|---|---|
| 1. To review the Company's affairs and to receive and consider the Financial Statements for the year ended 31 March 2025, together |
5. To approve the appointment of Deloitte Ireland LLP as external auditor of the Company. |
|||
| with the Reports of the Directors and the Auditors thereon. 2. To declare a fi nal dividend of 140.21 pence per share for the year ended 31 March 2025. |
6. To authorise the Directors to determine the remuneration of the Auditors. 7. To authorise the Directors to allot shares. |
|||
| 3. To consider the Remuneration Report (excluding the Remuneration Policy) as set out on pages 118 to 142 of the 2025 Annual Report and Accounts. |
8. To authorise the Directors to dis-apply pre-emption rights in certain circumstances (relating to rights issues or other issues |
|||
| 4. To elect or re-elect (as appropriate) the following Directors: (a) Laura Angelini |
up to a limit of 5% of issued share capital (excluding Treasury Shares)). |
|||
| (b) Mark Breuer | 9. To authorise the Directors to dis-apply pre-emption rights in certain circumstances (relating to acquisitions or other capital investments up to a limit of 5% of issued share capital (excluding Treasury Shares)). |
|||
| R (c) Katrina Cliffe (d) Caroline Dowling |
10. To authorise the Directors to purchase on-market the Company's own shares up to a limit of 10% of issued share capital (excluding Treasury Shares). |
|||
| (e) Steven Holland | 11. To fi x the re-issue price of the Company's shares held as Treasury Shares. |
|||
| O F (f) Lily Liu (g) Kevin Lucey |
12. To approve the cancellation of the entire amount standing to the credit of the Company's share premium account as at 31 March 2025, or such other lesser amount as the Board of |
|||
| (h) Donal Murphy (i) Alan Ralph |
Directors or the Irish High Court may determine. 13. To approve the proposed amendment to the Memorandum of Association of the Company. |
|||
| (j) Mark Ryan |
I/we direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fi t or abstain in relation to any business of the Meeting. Signature Date
| / | / | |
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In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).
12ZZEC D01
CS 6 C 2 7 7 0 3 DCC I
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