Intertek Group PLC — Proxy Solicitation & Information Statement 2019

Mar 22, 2019

PROXY FORM

INTERTEK GROUP PLC 2019 ANNUAL GENERAL MEETING

intertek

Notes

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint a proxy or proxies, who need not be members, to exercise all or any of his or her rights to attend, speak and vote on his or her behalf.
2. You can appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. You can only appoint proxies using the procedures set out in these notes. 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 the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Proxy Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). To appoint the Chairman as your sole proxy in respect of all your shares, sign and date the Proxy Form, but leave all other proxy appointment details blank. To appoint a single proxy in respect of all your shares other than the Chairman, cross out only the words 'the Chairman of the meeting or' and insert the name of your proxy. Then complete the rest of the Proxy Form, but leave all other proxy appointment details blank. To appoint more than one proxy you should photocopy the Proxy Form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which you authorise them to act as your proxy. Please also indicate, by marking the box on the Proxy Form provided for the purpose, if the proxy instruction is one of multiple instructions being given. All Proxy Forms must be signed and should be returned (together) to the Registrars (in the same envelope).
3. The Proxy Form gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies please cross out either or both of the words 'speak' or 'vote' as you feel appropriate.
4. Please indicate with an 'X' either under the column 'For' or the column 'Against' how you wish your proxy to vote. If you wish your proxy to abstain from voting you should indicate with an 'X' under the 'Withheld' column. This is not a vote in law and will not be calculated in the proportion of the votes for and against a resolution.
5. Unless otherwise instructed, your proxy may vote or abstain on the resolutions as he or she sees fit. In respect of any other business which may properly be conducted at the meeting including (without limitation) any motion to adjourn the meeting or to amend a resolution, your proxy may act at his or her discretion.

Continued overleaf

PROXY FORM

Intertek Group plc 2019 Annual General Meeting ('AGM')

Voting ID

Task ID

Shareholder Reference Number

For use at the AGM of the Company to be held in the Marlborough Theatre, No.11 Cavendish Square, London W1G 0AN on Thursday, 23 May 2019 at 9.00 a.m. or at any adjournment thereof.

Please read the notes carefully.

I/We, [redacted] of [redacted] being (a) holder(s) of ordinary shares of 1p each in the capital of the Company HEREBY APPOINT the Chairman of the Meeting or [redacted] Number of shares in relation to which the proxy may act [redacted]

to be my/our proxy to vote for me/us on my/our behalf at the above-mentioned AGM of the Company and at any adjournment thereof, to attend, speak and vote on my/our behalf. I/We direct that my/our votes be cast on the Resolutions set out in the Notice convening the meeting as indicated by an 'X' in the appropriate box below and otherwise as my/our proxy shall think fit. Please indicate 'X' here if this is one of multiple proxies. [redacted]

1. To receive the Annual Report and Accounts for the year ended 31 December 2018.	For [redacted]	Agents [redacted]	13. To re-elect Jean-Michel Valette as a Director.	For [redacted]	Agents [redacted]
2. To approve the Directors' Remuneration Policy.	☐	☐	14. To re-elect Lena Wilson as a Director.	☐	☐
3. To approve the Directors' Remuneration Report.	☐	☐	15. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company.	☐	☐
4. To approve the payment of a final dividend of 67.2p per ordinary share.	☐	☐	16. To authorise the Audit Committee to determine the remuneration of the Auditor.	☐	☐
5. To elect Ross McCluskey as a Director.	☐	☐	17. To authorise the Directors to allot Relevant Securities.	☐	☐
6. To re-elect Sir David Reid as a Director.	☐	☐	18. To authorise EU political donations and expenditure.	☐	☐
7. To re-elect André Lacroix as a Director.	☐	☐	19. To disapply pre-emption rights.	☐	☐
8. To re-elect Graham Allan as a Director.	☐	☐	20. To disapply pre-emption rights in relation to an acquisition or capital investment.	☐	☐
9. To re-elect Gurnek Bains as a Director.	☐	☐	21. To authorise the Company to buy back its own shares.	☐	☐
10. To re-elect Dame Louise Makin as a Director.	☐	☐	22. To authorise the Company to hold general meetings (other than AGMs) on 14 clear days' notice.	☐	☐
11. To re-elect Andrew Martin as a Director.	☐	☐
12. To re-elect Gill Rider as a Director.	☐	☐

Signature(s)

Date

You may submit your proxy electronically at www.sharevote.co.uk.

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Notes continued

1. In the case of joint holders, the signature of any one holder will be sufficient, but the names of the joint holders should be stated. The vote of the senior joint holder (according to the order in which the names stand in the register in respect of the holding) who tenders a vote in person or by proxy shall be accepted to the exclusion of the vote of the other joint holder(s).

2. In the case of a corporation this form should be executed under its common seal or signed on its behalf by an attorney or duly authorised officer of the corporation.

3. To be valid, a completed and signed Proxy Form, together with any letter or power of attorney under which it is signed, or a duly certified copy thereof, must be completed and delivered to the Company's Registrars, Equiniti, not later than 9.00 a.m. on 21 May 2019, being 48 hours before the time appointed for the holding of the meeting, or in the event that the meeting is adjourned, 48 hours excluding non-working days, before the time of any adjourned meeting. If you prefer, you may post the Proxy Form in an envelope to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. Postage is paid.

4. Only persons entered on the register of members not later than 6.30 p.m. on 21 May 2019 (or in the event that the meeting is adjourned by 6.30 p.m. two working days prior to any adjourned meeting) are entitled to attend and vote at the meeting and the number of shares registered in their respective names shall determine the number of votes such persons are entitled to cast at the meeting or any adjourned meeting.

5. If you wish, you may register the appointment of a proxy for the meeting electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number shown on this Proxy Form. Electronic voting through CREST is also available to CREST members (further details of this service are set out in the Notice of AGM). Such appointment must be received (in each case) by the Registrars not later than 9.00 a.m. on 21 May 2019 or in the event that the meeting is adjourned, 48 hours, excluding non-working days, before the time of any adjourned meeting.

6. Any alteration of this Proxy Form should be initialled.

7. Completion and return of the Proxy Form will not preclude a member from attending and voting at the meeting or any adjourned meeting in person.

8. You may not use any electronic address provided in this Proxy Form to communicate with the Company for any purpose other than those expressly stated.

ANNUAL GENERAL MEETING
THURSDAY, 23 MAY 2019
AT 9.00 A.M.

Intertek Group plc
The Annual General Meeting
of Intertek Group plc to be held in
the Marlborough Theatre,
No.11 Cavendish Square,
London W1G 0AN

Freepost RTHJ-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
Lancing
BN99 8LU