Intertek Group PLC — Proxy Solicitation & Information Statement 2022

Mar 18, 2022

Proxy Form

Intertek Group plc (the 'Company') 2022 Annual General Meeting

NOTICE OF AVAILABILITY – Important, please read carefully

The 2021 Annual Report and Accounts and a letter from the Chairman including the Notice of AGM are now available to view online at www.intertek.com/investors. There are no particular software requirements to view documents on the website, other than those which are described and available through the website.

The Intertek 2022 Annual General Meeting ('AGM') is being held on Wednesday, 25 May 2022 in the Marlborough Theatre, No.11 Cavendish Square, London, W1G 0AN at 9:00 a.m.

Details of the results of the voting at the AGM will be announced through the London Stock Exchange information service and will appear on www.intertek.com/investors/stock-exchange-announcements/.

If you wish to receive a paper copy of documentation by post, please contact the Company by phoning +44 (0)20 7396 3400.

If you wish to receive further notifications by email rather than by post, you can elect to do so through www.shareview.co.uk.

If you have any queries, please contact our Registrar, EQ (Equiniti), on 0371 384 2126. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding bank holidays in England and Wales. Overseas callers should dial +44 121 415 7047.

2022 Annual General Meeting Wednesday, 25 May 2022 at 9.00 a.m.

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

Proxy Form

Intertek Group plc 2022 Annual General Meeting ('AGM') to be held on Wednesday, 25 May 2022 in the Marlborough Theatre, No.11 Cavendish Square, London, W1G 0AN at 9:00 a.m. or at any adjournment thereof.

Voting ID	Task ID	Shareholder Reference Number

Please read the notes (including the notes in the Notice of AGM) carefully.

Signed Date

I/We, being (a) holder(s) of ordinary shares of 1p each in the capital of the Company HEREBY APPOINT the Chairman of the Meeting or

	my/our proxy shall think fit. Please indicate 'X' here if this is one of multiple proxies.		Number of shares in relation to which the proxy may act 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 of AGM convening the meeting as indicated by an 'X' in the appropriate box below and otherwise as
1. 2. 3. 4. 5. 6. 7. 8. 9.	To receive the Annual Report and Accounts for the year ended 31 December 2021 To approve the Directors' Remuneration report To approve the payment of a final dividend of 71.6p per ordinary share To re-elect Andrew Martin as a Director To re-elect André Lacroix as a Director To re-elect Jonathan Timmis as a Director To re-elect Graham Allan as a Director To re-elect Gurnek Bains as a Director To re-elect Lynda Clarizio as a Director	Withheld Against For	12. To re-elect Jean-Michel Valette as a Director 13. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company 14. To authorise the Audit Committee to determine the remuneration of the Auditor 15. To authorise the Directors to allot Relevant Securities 16. To authorise UK political donations and expenditure 17. To disapply pre-emption rights 18. To disapply pre-emption rights in relation to an acquisition or capital investment 19. To authorise the Company to buy back its own shares* 20. To authorise the Company to hold a general meeting (other than an Annual General Meeting) on not less than 14 clear	For	Against	Withheld
	10. To re-elect Tamara Ingram as a Director 11. To re-elect Gill Rider as a Director		days' notice Special Resolution

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.
• 1. 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 on the Proxy Form 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 the 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 of the Meeting as your sole proxy in respect of all your shares, sign and date the Proxy Form and indicate your voting instructions, but leave all other proxy appointment details blank. To appoint a single proxy in respect of all your shares other than the Chairman of the Meeting, 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 Registrar (in the same envelope). As set out in the Chairman's letter on pages 1 to 7 of the AGM Notice, you are encouraged to appoint the Chairman of the Meeting as your proxy, with voting instructions (depending on any restrictions on public gatherings or other government measures at the time of the AGM, it may not be possible for other named proxies to attend).
• 1. 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.
• 1. 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.
• 1. 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.
• 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).
• 1. In the case of a corporation, this Proxy Form should be executed under its common seal or signed on its behalf by an attorney or duly authorised officer of the corporation.
• 1. 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 Registrar, EQ, not later than 9.00 a.m. on Monday, 23 May 2022, 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, EQ, Aspect House, Spencer Road, Lancing BN99 8LU. Postage is paid.
• 1. Only persons entered on the register of members not later than 6.30 p.m. on Monday, 23 May 2022 (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.
• 1. 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 the Proxy Form. Electronic voting through CREST is also available to CREST members (further details of this service are set out in the Notes in the AGM Notice). Alternatively, if you have already registered with the Company's Registrar's online portfolio service, Shareview, you can submit your Proxy Form at www.shareview.co.uk using your usual user ID and password. Such appointment must be received (in each case) by the Registrar not later than 9.00 a.m. on Monday, 23 May 2022 or in the event that the meeting is adjourned, 48 hours, excluding non-working days, before the time of any adjourned meeting. Any electronic communication sent by a shareholder to the Company or the Registrar that is found to contain a computer virus will not be accepted. Shareholders are advised to read the terms and conditions governing the use of the electronic voting service.
• 1. Any alteration of this Proxy Form should be initialled.
• 1. 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, subject to government advice and restrictions in place at the time.
• 1. You may not use any electronic address provided in the Proxy Form to communicate with the Company for any purpose other than those expressly stated.

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