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RENEWI PLC — Proxy Solicitation & Information Statement 2024
Jun 18, 2024
4694_agm-r_2024-06-18_95aa950c-ed3b-4e44-bcd9-51f5a646e038.pdf
Proxy Solicitation & Information Statement
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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

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

The Annual General Meeting of the Company to be held at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 11 July 2024 at 11.00 am.
Form of Proxy - Annual General Meeting to be held on 11 July 2024

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy
PIN: 1245 SRN: C0000000000 Control Number: 919210

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online! You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 9 July 2024 at 11.00 am.
Notice of the Annual General Meeting and the Annual Report and Accounts of Renewi plc for the year ended 31 March 2024 may be viewed at renewi.com/agm2024
Explanatory Notes:
- 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1290 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.
- 3. 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.
Kindly Note: 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.
- 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the 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 meeting.
- 5. 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.
- 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1290 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- 7. Any alterations made to this form should be initialled.
- 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

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| any adjourned meeting. | I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Renewi plc to be held at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 11 July 2024 at 11.00 am, and at |
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| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made. |
Please use a black pen. Mark with an X inside the box as shown in this example. |
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| 1. | Ordinary Resolutions To receive and adopt the Reports of the Directors and the financial statements for the year ended 31 March 2024 together with the Auditors' Report. |
For | Against | Vote Withheld |
Vote For Against Withheld 11. To re-elect Annemieke den Otter as a Director. |
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| 2. | To declare a final dividend of 5 pence per Ordinary Share for the year ended 31 March 2024, to be paid on 31 July 2024 to holders of Ordinary Shares in the capital of the Company on the register of members at the close of business on 28 June 2024. |
12. To re-appoint BDO LLP as auditors of the Company. | ||||||
| 3. | To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Directors' Remuneration for the year ended 31 March 2024 on pages 128 to 130 and 138 to 147 of the Annual Report and Accounts 2024 respectively. |
13. To authorise the Audit Committee to determine the remuneration of the Company's auditors. |
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| 4. | To re-elect Ben Verwaayen as a Director. | 14. To provide limited authority to make political donations and to incur political expenditure. |
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| 5. | To re-elect Allard Castelein as a Director. | 15. To authorise the directors to allot shares and grant rights to subscribe for shares. |
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| 6. | To re-elect Katleen Vandeweyer as a Director. | Special Resolutions 16. To authorise the directors to disapply pre-emption rights (general authority), subject to the passing of Resolution 15. |
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| 7. | To re-elect Jolande Sap as a Director. | 17. To authorise the Company to make market purchases of its own ordinary shares. |
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| 8. | To re-elect Luc Sterckx as a Director. | 18. To authorise the Directors to call a general meeting on not less than 14 clear days' notice. |
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| 9. | To re-elect Neil Hartley as a Director. | Intention To Attend Please indicate if you intend to attend the AGM |
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| 10. To re-elect Otto de Bont as a Director. | ||||||||
| I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. | ||||||||
| Signature | Date | 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). |
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