rotork

Keeping the World Flowing for Future Generations

Notice of Annual General Meeting 2026

Friday 1 May 2026 at 9.00 am

Part I – Chair's Letter
Part II – Notice of Annual General Meeting
Part III – Explanatory notes to the resolutions
Part IV – Notes on shareholder rights, proxy appointments, voting and additional information
Appendix 1 – Directors' biographies

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own independent advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser who is authorised under the UK Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Rotork plc (the 'Company'), please pass this document and accompanying documents (except for any personalised Form of Proxy) to the purchaser or transferee, or to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.

Directors and Group General Counsel & Company Secretary:
Dorothy Thompson, CBE, Chair
Kiet Huynh, Chief Executive Officer
Ben Peacock, Chief Financial Officer
Andrew Heath, Senior Independent Director
Svein Richard Brandtzæg, Non-executive Director
Karin Meurk-Harvey, Non-executive Director
Vanessa Simms, Non-executive Director
Janice Stipp, Non-executive Director
Stuart Pain, Group General Counsel & Company Secretary

Registered office:
Rotork House, Brassmill Lane, Bath BA1 3JQ

Address of the AGM venue:
The offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD.

How to find the AGM venue:
The AGM venue is shown on the map below. The nearest London Underground station is Barbican (served by the Circle, Hammersmith & City and Metropolitan lines), which is a few minutes' walk from the AGM venue. Alternatively, St. Paul's Underground Station (served by the Central line) is also only a few minutes' walk away.

All visitors should enter via the North Reception of 200 Aldersgate, which is next to the Virgin Active gym. You will then be directed to the offices of FTI Consulting, where the AGM venue is situated.

Security at the AGM venue:
We do not permit large bags, other large items, cameras or recording equipment at the Annual General Meeting. Please ensure that you have switched off any mobile phones or other electronic communication devices before the meeting begins.

We do not permit behaviour that may interfere with anyone's security or safety or the good order of the Annual General Meeting. Anyone who does not comply with this requirement, including anyone attempting to take photographs or record the proceedings in any manner may be removed from the Annual General Meeting.

Security staff are present at all times at the AGM venue.

We thank you in advance for your co-operation.

Accessibility at the AGM venue:
There is step free access from street level (Aldersgate Street) and lift access throughout the AGM venue building. The AGM venue is an accessible, Disability Discrimination Act ('DDA') compliant building with a dedicated DDA lift located in the North Reception for wheelchair users. Accessible toilets are available at the AGM venue.

Key dates:
- Deadline for questions to be submitted in advance (to [email protected]): 9.00 am, Monday 27 April 2026
- Deadline for proxy votes to be lodged: 9.00 am, Wednesday 29 April 2026
- Deadline to confirm attendance (to [email protected]): 5.00 pm, Wednesday 29 April 2026
- Annual General Meeting: 9.00 am, Friday 1 May 2026

QR code to register for the audio line webinar, to listen to the AGM:

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rrotork.com
Rotork Notice of Annual General Meeting 2026

Part I

Chair's Letter

Rotork plc (the 'Company'), incorporated and registered in England and Wales under number 00578327.

Registered office:

Rotork House
Brassmill Lane
Bath BA1 3JQ

To ordinary shareholders and, for information only, preference shareholders and information rights holders.

NOTICE OF ANNUAL GENERAL MEETING 2026 (the 'Notice')

Dear Shareholder,

I am writing to inform you that the Company's Annual General Meeting ('AGM' or 'Meeting') will be held at 9.00 am on Friday 1 May 2026 in the Goodall Room, 9th Floor, at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD. The formal Notice and resolutions to be proposed are set out in Part II of this Notice.

The 2026 AGM, my third as Chair of Rotork's Board, is an important event in the Company's corporate calendar and represents the Board's opportunity to present to you the Company's performance and strategic priorities and to engage with you on questions you might raise, as well as to pass the necessary resolutions for the conduct of the business and affairs of the Company.

Re-election of directors

As announced last year, Karin Meurk-Harvey has decided not to seek re-election at the 2026 AGM. I would like to thank Karin for her contribution to the Company during her time on the Board and we wish Karin all the best for the future.

All other directors are standing for re-election at the AGM. You can read more about the directors in their biographies, which are set out in Appendix 1 to this Notice on pages 11 to 12.

AGM format and shareholder engagement

For this year's AGM, we will host an in-person physical shareholder meeting in central London, which is well served by major national and international transport hubs and enables the AGM to be more easily accessible for the majority of the Company's shareholders. The Board has also put in place a facility for shareholders to listen to the AGM proceedings through an audio webinar, which can be accessed through the QR code shown on the previous page. Shareholders attending remotely through the audio webinar will not be counted as being present at the Meeting and, therefore, will not be able to vote in real time at the Meeting, speak or ask questions. For further information, please contact [email protected].

Shareholders may submit questions in advance of the AGM, which I, as Chair, or another director of the Company will endeavour to answer during the Meeting, and we may group questions together when doing so. If you have any questions, please send them by no later than 9.00 am on Monday 27 April 2026 to [email protected], together with your Shareholder Reference Number ('SRN'), which can be found on your share certificate or Form of Proxy.

The Company will publish responses to questions on the Company's website (https://www.rotork.com/en/investors/agm) as soon as practicable after the AGM. The Company may respond to the questions in a thematic way to avoid repetition. Shareholders wishing to follow up on any of the responses to questions given at the AGM itself or on any of the responses published on the Company's website after the AGM should email [email protected].

Shareholders wishing to attend the Meeting in person should pre-register their attendance by emailing [email protected] no later than 5.00 pm on Wednesday 29 April 2026.

Voting – action to be taken

Whether or not you intend to attend the Meeting in person, we strongly encourage all shareholders to vote on the resolutions being put to the Meeting by appointing me, the Chair of the Meeting, as your proxy and giving your voting instructions, either using the Form of Proxy or electronically. Detailed voting information is set out in Part IV of this Notice.

All resolutions put to the Meeting will be voted on by way of a poll. The Board considers this results in a more accurate reflection of the views of shareholders and ensures that their votes are recognised, whether or not they are able to attend the Meeting. On a poll, each shareholder has one vote for every share held. The results of the voting on the resolutions proposed at the AGM will be announced to the London Stock Exchange as soon as practicable after the conclusion of the Meeting.

Voting recommendation

Your Board considers that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole. The Board recommends all shareholders vote in favour of all the resolutions, as the directors intend to do in respect of their own beneficial holdings totalling 159,248 shares representing 0.02% of the existing issued Ordinary Share capital of the Company as at 13 March 2026, being the last practicable date prior to the publication of this Notice.

We look forward to welcoming you at the AGM.

Yours faithfully,

Dorothy Thompson, CBE
Chair
27 March 2026

Rotork Notice of Annual General Meeting 2026
rotork.com

Part II

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ('AGM' or 'Meeting') of Rotork plc (the 'Company') will be held in the Goodall Room, 9th floor, at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on Friday 1 May 2026 at 9.00 am to consider, and, if thought fit, pass the resolutions set out below.

Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast, in person or by proxy, must be in favour of the resolution.

Resolutions 16 to 20 (inclusive) will be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast, in person or by proxy, must be in favour of the resolution.

For the purposes of this Notice (including the proposed resolutions below): 'Ordinary Share' means an ordinary share in the capital of the Company, each with a nominal value of 0.5 pence. 'Preference Share' means a 9.5% cumulative non-voting preference share of £1.00 each in the Company, with the rights more fully set out in the Company's Articles of Association.

Ordinary resolutions

Report and accounts

To receive the Company's Annual Report and audited Accounts for the financial year ended 31 December 2025 together with the reports of the directors and auditor.

Final dividend

To declare a final dividend of 5.35p per Ordinary Share for the year ended 31 December 2025, payable on 2 June 2026 to shareholders on the register of members of the Company at close of business on 24 April 2026.

Approval of Directors' Remuneration Policy

To approve the Directors' Remuneration Policy as set out on pages 128 to 134 (inclusive) of the Company's Annual Report and audited Accounts for the financial year ended 31 December 2025, such policy to take effect from the date this resolution is passed.

Approval of Directors' Remuneration Report

To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 119 to 146 of the Company's Annual Report and audited Accounts for the financial year ended 31 December 2025.

Re-election of directors

To re-elect SR. Brandtzæg as a director of the Company.
To re-elect A. Heath as a director of the Company.
To re-elect K. Huynh as a director of the Company.
To re-elect B. Peacock as a director of the Company.
To re-elect V. Simms as a director of the Company.
To re-elect J. Stipp as a director of the Company.
To re-elect D. Thompson as a director of the Company.

Auditor re-appointment

To re-appoint KPMG LLP as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting of the Company at which accounts are laid before the Company's shareholders.

Auditor remuneration

To authorise the Audit Committee (for and on behalf of the Board of directors) to determine the auditor's remuneration.

Political donations

To authorise the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect for the purposes of Section 366 of the Companies Act 2006 (the 'Act') to:

(a) make political donations to political parties or independent election candidates;
(b) make political donations to political organisations other than political parties; and
(c) incur political expenditure,

as such terms are defined in Sections 363 to 365 (inclusive) of the Act, and in each case not exceeding £50,000 per company and, together with those made by any subsidiary and the Company, shall not exceed £100,000 in aggregate, each during the period beginning with the date of the passing of this resolution and ending on the earlier of the conclusion of the next annual general meeting of the Company or 1 August 2027.

Authority to allot shares

THAT the directors be generally and unconditionally authorised in accordance with Section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

(a) up to an aggregate nominal amount of £1,372,263; and
(b) comprising equity securities (as defined in Section 560(1) of the Act) up to a further aggregate nominal amount of £1,372,263 in connection with a fully pre-emptive offer,

such authorities to apply until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 1 August 2027 unless previously renewed, varied or revoked by the Company in general meeting, but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution 15, 'fully pre-emptive offer' means an offer to:

(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

to subscribe for further securities, including an offer to which the directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

rotork.com
Rotork Notice of Annual General Meeting 2026

Special resolutions

General authority to disapply pre-emption rights

THAT, subject to the passing of resolution 15, the directors be generally empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560(1) of the Act) for cash pursuant to the authority granted by resolution 15 and/or pursuant to Section 573 of the Act to sell Ordinary Shares held by the Company as treasury shares for cash, in each case as if the restriction in Section 561 of the Act did not apply, such authority to be limited:

(a) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of resolution 15, by way of a fully pre-emptive offer only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of resolution 15 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 16) up to a nominal amount of £411,679, being not more than 10% of the issued Ordinary Share capital of the Company as at 13 March 2026, being the last practicable date prior to the publication of this Notice (calculated, in the case of equity securities, which are rights to subscribe for, or to convert securities into, Ordinary Shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
(c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next annual general meeting of the Company or until close of business on 1 August 2027 unless previously renewed, varied or revoked by the Company in general meeting, but,

in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purpose of this resolution 16, 'fully pre-emptive offer' has the same meaning as in resolution 15 above.

Additional authority to disapply pre-emption rights (acquisitions/capital investments)

THAT, in addition to any authority granted under resolution 16, and subject to the passing of resolution 15, the directors be generally empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560(1) of the Act) for cash pursuant to the authority granted by resolution 15 and/or pursuant to Section 573 of the Act to sell Ordinary Shares held by the Company as treasury shares for cash, in each case free of the restriction in Section 561 of the Act, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £411,679, being not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at 13 March 2026, being the latest practicable date prior to publication of this Notice, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
(b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) to any person up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next annual general meeting of the Company or close of business on 1 August 2027 unless previously renewed, varied or revoked by the Company in general meeting, but, in each case, so that the Company may make offers and enter into agreements before the authority expires, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the directors of the Company may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Part II continued

Notice of Annual General Meeting continued

Special resolutions continued

Authority to purchase own Ordinary Shares

THAT, in accordance with Section 701 of the Act, the Company is generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the directors of the Company may determine provided that:

(a) the maximum aggregate number of Ordinary Shares that may be purchased under this authority is 82,335,820 representing 10% of the issued ordinary share capital of the Company as at 13 March 2026 (being the latest practicable date prior to the publication of this Notice);

(b) the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses) shall not be more than the higher of:

(i) an amount equal to 105% of the average of the middle market prices shown in the quotations for the Ordinary Shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;

(d) this authority shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, at close of business on 1 August 2027 unless previously renewed, varied or revoked by the Company in a general meeting; and

(e) the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.

Authority to purchase own Preference Shares

THAT the Company be, and it is generally and unconditionally, authorised to make market purchases (within the meaning of Section 693(4) of the Act) of Preference Shares provided that:

(a) the maximum number of Preference Shares hereby authorised to be acquired is 40,073 (being all the Preference Shares remaining in issue as at 13 March 2026 (being the latest practicable date prior to the publication of this Notice));

(b) the minimum price which may be paid for any such share is the nominal value of such share (exclusive of expenses);

(i) an amount equal to 105% of the average middle market quotations for a Preference Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Preference Share is contracted to be purchased; and

(ii) £1.60; and

(d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company, or, if earlier, at close of business on 1 August 2027, unless previously renewed, varied or revoked by the Company in a general meeting, save that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require Preference Shares to be purchased by the Company after such expiry and the Company may purchase Preference Shares pursuant to any such offer or agreement notwithstanding such expiry.

Notice period for general meetings

THAT the directors of the Company be authorised to call general meetings of the Company (other than an annual general meeting) on not less than 14 clear days' notice, such authority to expire at the conclusion of the next annual general meeting of the Company, or at close of business on 1 August 2027, whichever is the earlier.

By order of the Board

Stuart Pain
Group General Counsel & Company Secretary
27 March 2026

Registered office
Rotork House
Brassmill Lane
Bath BA1 3JQ

Registered Number: 00578327

Important notes regarding your general rights as a shareholder and your right to appoint a proxy and voting can be found in Part IV of this Notice.

Rotork Notice of Annual General Meeting 2026

rotork.com

Part III

Explanatory notes to the resolutions

Resolution 1

Report and accounts

The directors are required to present to the Meeting the Annual Report and Accounts of the Company, which includes the Directors' Report, the Strategic Report, the audited financial statements and the Independent Auditor's Report for the year ended 31 December 2025 ('2025 Annual Report'). The Company's 2025 Annual Report was published and made available to shareholders on 27 March 2026.

Resolution 2

Final dividend

The Board proposes, and resolution 2 seeks shareholder approval for, a final dividend of 5.35p per Ordinary Share for the year ended 31 December 2025. If approved, the recommended final dividend will be paid on 2 June 2026 to all shareholders who were on the register of members of the Company at the close of business on 24 April 2026.

The Company offers a Dividend Reinvestment Plan ('DRIP'), which gives shareholders the opportunity to use their cash dividends to purchase shares in the Company. Shareholders who wish to join or cancel their participation in the DRIP must provide their instruction to Equiniti, which must be received no later than 5.00 pm on 11 May 2026. The DRIP application form and further information on the plan can be found at www.shareview.co.uk/info/drip.

Resolution 3

Approval of Directors' Remuneration Policy

Resolution 3 seeks shareholder approval for the Directors' Remuneration Policy, which is set out on pages 128 to 134 (inclusive) of the Company's 2025 Annual Report. The Directors' Remuneration Policy sets out the Company's proposed forward-looking policy on directors' remuneration. The Company is obliged to present a policy on directors' remuneration to shareholders for approval at least every three years. The Company's current remuneration policy was approved by shareholders at the Company's annual general meeting on 28 April 2023 ('2023 AGM').

If the Directors' Remuneration Policy is approved by shareholders, it will legally take effect immediately following the conclusion of the 2026 AGM and will apply for the next three years. The Company will not be able to make a remuneration payment to a current, past or prospective director or a payment for loss of office to a current, past or prospective director unless that payment is consistent with the revised policy or has been approved by a resolution of the shareholders of the Company. If the Directors' Remuneration Policy is not approved for any reason at the 2026 AGM, the remuneration policy approved at the Company's 2023 AGM will continue to apply and the Company will seek shareholder approval for a further revised remuneration policy as soon as is practicable. A copy of the remuneration policy approved at the Company's 2023 AGM is available in the Company's Annual Report and Accounts for the year ended 31 December 2022 on the Company's website at www.rotork.com.

Resolution 4

Approval of Directors' Remuneration Report

Resolution 4 seeks shareholder approval for the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy). The Directors' Remuneration Report is set out on pages 119 to 146 (inclusive) of the 2025 Annual Report. The Directors' Remuneration Report provides details of the implementation of the Company's current remuneration policy in terms of the payments and share awards made to the directors in connection with their performance and that of the Company during the year ended 31 December 2025. This vote is advisory, and no directors' remuneration entitlement is conditional upon the passing of this resolution. The Company's auditor, KPMG LLP, has audited those parts of the Directors' Remuneration Report which are required to be audited, and their report is issued in the 2025 Annual Report.

Resolutions 5–11

Re-election of directors

In accordance with the 2024 UK Corporate Governance Code (the 'Code') and the Company's Articles of Association, all directors will stand for re-election by shareholders at the AGM this year with the exception of Karin Meurk-Harvey who is standing down with effect from the conclusion of the 2026 AGM. It is the Board's view that each of the director's contribution is, and continues to be, important to the Company's long-term sustainable success, and the Board believes this is illustrated by the directors' biographies, which are set out in Appendix 1 to this Notice on pages 11 to 12. Following an internal Board performance evaluation, undertaken during 2025, the Board considers that each director seeking re-election continues to contribute effectively and to demonstrate commitment to his or her role. This consideration of effectiveness is based on, amongst other things, the business skills, industry experience, business model experiences and other contributions individuals may make, both as individuals and also in contributing to the balance and diversity of skills, perspectives, knowledge and capability of the Board as a whole, as well as the commitment of time for Board and committee meetings and other duties. Neither Kiet Huynh nor Ben Peacock has any relevant external appointments.

Each independent non-executive director's independence was determined by reference to the relevant provisions of the Code. The Board also considers that each of the independent non-executive directors is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement. For each current independent non-executive director's selection, external search firms were engaged to assist in conducting a thorough search to identify suitable candidates. The selection process involved, amongst other things, giving the external search firms a detailed brief of the desired candidate profile against objective criteria and a rigorous process of interviews and assessments being carried out. The Nomination Committee was responsible in each case for identifying and nominating candidates to the Board for approval to fill Board vacancies.

rotork.com

Rotork Notice of Annual General Meeting 2026

Part III continued

Explanatory notes to the resolutions continued

Resolution 12

Auditor re-appointment

The Company is required to appoint an external auditor to serve until the next annual general meeting of the Company at which accounts are laid before the Company. KPMG LLP has indicated that it is willing to continue as the Company's auditor for a further year. The Audit Committee has reviewed the effectiveness of KPMG LLP and the effectiveness of KPMG's audit processes and recommends their re-appointment. Resolution 12 seeks shareholder approval for the re-appointment of KPMG LLP as the Company's auditor to hold office until the Company's next annual general meeting.

Resolution 13

Auditor remuneration

Resolution 13 seeks shareholder approval for the Audit Committee (for and on behalf of the directors) to be authorised to determine the remuneration of the auditor, KPMG LLP.

Resolution 14

Political donations

Resolution 14 is sought on a precautionary basis and concerns Part 14 of the Act, which provides that political donations made by a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is the Company's policy not to make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates and the Board has no intention of changing this policy. However, as a result of the wide definitions in the Act, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform, special interest groups and representation of the business community) and business activities (such as communicating with the Government and political parties at local, national and European level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act.

This resolution does not purport to authorise any particular donation or expenditure, but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure. If approved, resolution 14 will allow the Company and its subsidiaries to make donations to political parties, other political organisations and independent election candidates and to incur political expenditure (as defined in the Act) up to an aggregate limit of £100,000 and shall not exceed £50,000 for each subsidiary in the period to which this resolution has effect whilst avoiding, because of the uncertainty over the definitions used in the Act, inadvertent or technical infringement of the Act. Any political donation made or political expenditure incurred will be disclosed in the Company's Annual Report for next year, as required by the Act. The authority will not be used to make political donations within the normal meaning of that expression. The directors will seek to renew this authority at the annual general meeting to be held in 2027.

Resolution 15

Authority to allot shares

Resolution 15 seeks shareholder approval to renew the directors' authority to allot shares.

The Investment Association share capital management guidelines on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital. The guidelines provide that any routine authority to allot shares representing in excess of one-third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive offer.

In accordance with these guidelines, paragraph (a) of resolution 15 will give the Board a general authority to allot shares in the capital of the Company up to an aggregate nominal amount of £1,372,263 (representing approximately one-third of the Company's issued Ordinary Share capital). Paragraph (b) of resolution 15 will give authority to the Board to allot further shares in the capital of the Company up to an aggregate nominal amount of £1,372,263 (representing approximately one-third of the Company's issued Ordinary Share capital), provided the allotment is made in connection with a fully pre-emptive offer.

It is the Company's policy to seek renewal of these authorities annually. Resolution 15 is proposed as an ordinary resolution and the authorities sought under paragraphs (a) and (b) of this resolution will expire at the end of the Company's next annual general meeting or, if earlier, 1 August 2027.

The directors have no present intention of exercising this authority save to satisfy options exercised under the Rotork Sharesave Plan. However, the directors consider it appropriate to maintain the flexibility that this authority provides to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

As at 13 March 2026 (being the latest practicable date before publication of this Notice), the Company does not hold any Ordinary Shares in treasury.

Rotork Notice of Annual General Meeting 2026

rotork.com

Resolutions 16 and 17

General and additional authority to disapply pre-emption rights

If the directors wish to exercise the authority under resolution 15 and allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders in proportion to their existing holdings. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments or to finance business opportunities by allotting shares without a pre-emptive offer to existing shareholders, and this can be done if the shareholders have first given a limited waiver of their pre-emption rights. Resolutions 16 and 17, proposed as special resolutions, ask shareholders to grant this limited waiver. The disapplication authorities being sought are in line with the latest institutional shareholder guidance and in particular with the Pre-Emption Group Principles and template resolutions issued in November 2022, which were those most recently published by the Pre-Emption Group prior to the date of this Notice.

Resolution 16 contains a three-part authority for general corporate purposes. The first restricts the waiver to the allotment of shares for cash in connection with fully pre-emptive offers, and offers to holders of other equity securities if required by the rights of those securities, or as the directors otherwise consider necessary. The second authorises allotments of shares for cash up to an aggregate nominal value of £411,679 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 10% of the issued Ordinary Share capital of the Company as at 13 March 2026 (being the latest practicable date prior to the publication of this Notice), without having to first offer them to shareholders in proportion to their existing holdings. The third authorises the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the second waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the second waiver. The follow-on offer must be determined by the directors to be of a kind contemplated by paragraph 3 of Part 2B of the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

The waiver granted by resolution 17 is in addition to the waiver granted by resolution 16 and itself has two parts. The first part restricts the waiver to the allotment of shares for cash up to an aggregate nominal value of £411,679 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 10% of the issued Ordinary Share capital of the Company as at 13 March 2026 (being the latest practicable date prior to the publication of this Notice), without having to first offer them to shareholders in proportion to their existing holdings. This further waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within 12 months of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice. The second part applies to the allotment of shares for cash for the purposes of a follow-on offer when an allotment of shares has been made under the first part of the waiver. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under the first part of the waiver. The follow-on offer must be determined by the directors to be of a kind contemplated by paragraph 3 of Part 2B of the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

Resolutions 16 and 17 comply with the Investment Association's share capital management guidelines and follow the templates issued by the Pre-Emption Group in November 2022, which were those most recently published by the Pre-Emption Group prior to the date of this Notice.

The directors do not have any present intention to exercise these disapplication authorities sought in resolutions 16 and 17; however the directors consider it is in the best interests of the Company and appropriate for them to seek the flexibility that they provide. If the resolutions are passed, the authorities will expire at the conclusion of the Company's next annual general meeting or, if earlier, 1 August 2027. It is the directors' intention to review this authority every year.

rotork.com
Rotork Notice of Annual General Meeting 2026

Part III continued

Explanatory notes to the resolutions continued

Resolution 18

Authority to purchase own Ordinary Shares

Under resolution 18, which will be proposed as a special resolution, the Company will seek to renew the current limited authority to make purchases in the market of its own Ordinary Shares subject to specified limits including the minimum and maximum prices which may be paid. The Company intends to exercise this renewed authority, if granted, to continue to purchase shares in the market up to a value of £50 million through the share repurchase programme announced on 19 November 2025 (the 'Programme'). Other than through the Programme, the directors have no present intention to further exercise the authority sought by this resolution. The power given by the resolution will only be exercised by the Company to purchase shares in the market after careful consideration by the directors (taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company) and in circumstances where to do so would result in an increase to the earnings per share of the Ordinary Share capital in issue after the purchase and, accordingly, where the directors consider that the purchase is in the interests of shareholders. The purchase price would be paid out of distributable profits.

The Companies Act 2006 permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under the Company's employees' share schemes.

Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.

If the directors exercise the authority conferred by this resolution, they may consider holding those shares in treasury rather than cancelling them. The directors believe that holding shares in treasury enables the Company to sell the shares quickly and cost effectively or use them to satisfy awards under the Company's employees' share schemes and provides the Company with greater flexibility in the management of its share capital. The directors will also consider using any treasury shares to satisfy share options/awards under the Company's employees' share schemes and will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or resale of shares held in treasury. As at 13 March 2026 (being the last practicable date before publication of this Notice), no shares were held in treasury by the Company.

The maximum number of shares which may be purchased under the proposed authority will be 82,335,820 shares, representing approximately 10% of the issued Ordinary Share capital of the Company as at 13 March 2026 (being the latest practicable date before publication of this Notice). The price paid for shares will not be less than the nominal value (of 0.5p per Ordinary Share) or more than the higher of: (a) 5% above the average of the middle-market quotation of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the day on which the shares are purchased; and (b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out.

The total number of options to subscribe for Ordinary Shares that were outstanding at 13 March 2026 (being the latest practicable date before publication of this Notice) was 2,003,139. The proportion of issued share capital that they represented at that time was 0.24% and the proportion of issued share capital that they will represent if the full authority to purchase shares (existing and being sought) is used is 0.30%. The Company has no warrants in issue in relation to its shares.

If approved, the authority will expire at the conclusion of next year's annual general meeting or, if earlier, by close of business on 1 August 2027.

Resolution 19

Authority to purchase own Preference Shares

Under resolution 19, a further special resolution will be proposed which will provide a renewed authority to purchase Preference Shares currently in issue. The authority will cover all of the Preference Shares remaining in issue and will set out the minimum and maximum prices which may be paid. The Company may continue to purchase this class of shares as they become available and then cancel them. The authority will expire at the conclusion of next year's annual general meeting or, if earlier, by close of business on 1 August 2027.

Resolution 20

Notice period for general meetings

The Companies Act 2006 requires a notice period for general meetings of the Company of 21 clear days unless shareholders approve the calling of general meetings at shorter notice, which cannot, however, be less than 14 clear days. Annual general meetings must continue to be held on at least 21 clear days' notice.

At the annual general meeting of the Company held in 2025, shareholders approved the calling of general meetings other than an annual general meeting on 14 clear days' notice, and, to retain flexibility, it is proposed that this authority be renewed. The effect of resolution 20 is to continue to give the directors the power to call general meetings on a notice period of not less than 14 clear days.

In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders for that meeting. However, as the Company has a global shareholder base, in practice the Company will always aim to give a longer notice period to ensure overseas shareholders, in particular, are able to participate fully. The notice period of 14 clear days would therefore only be used in exceptional circumstances where the flexibility is needed and is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. If this authority is used, the Company would expect to explain, in its Annual Report, the reasons for taking this exceptional action.

The authority granted by this resolution, if approved, will expire at the conclusion of the next annual general meeting of the Company, or at the close of business on 1 August 2027, whichever is the earlier. It is intended that a similar resolution will be proposed at next year's annual general meeting.

Rotork Notice of Annual General Meeting 2026

rotork.com

Part IV

Notes on shareholder rights, proxy appointments, voting and additional information

A member of the Company who wishes to attend the AGM in person should arrive at the location for the AGM, being the Goodall Room, 9th floor, at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD, in good time before the Meeting which will commence at 9.00 am on Friday 1 May 2026. Shareholders wishing to attend the Meeting in person should pre-register their attendance by emailing [email protected] no later than 5.00 pm on Wednesday 29 April 2026. In order to gain admittance to the Meeting, members will be required to produce their attendance card or otherwise prove their identity.
A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead of her/him.
A proxy need not also be a member of the Company, but must attend the AGM in order to represent her/his appointor.

A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A Form of Proxy is enclosed. The notes to the Form of Proxy include instructions on how to appoint the Chair of the AGM or another person as proxy. Please note, we advise that shareholders should appoint the Chair of the AGM as their proxy as this will ensure their votes are cast in accordance with their wishes. To be effective, the form must reach the Company's registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 9.00 am on Wednesday 29 April 2026. The time limits for proxy appointments also apply to changes to proxy instructions. Any change to proxy instructions received after that time will be disregarded. If a member submits more than one valid proxy appointment, the appointment received last before the time limit will take precedence.

You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio at www.shareview.co.uk and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. You may need your Shareholder Reference Number shown on the Form of Proxy. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered on the register of members of the Company at 6.30 pm on Wednesday 29 April 2026 (or if the AGM is adjourned, two working days before the time fixed for the adjourned AGM). Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.
If you are a person who has been nominated by a member to enjoy information rights in accordance with Section 146 of the Companies Act 2006, note 2 above does not apply to you, but you may have a right under an agreement between you and the member by whom you were nominated to be appointed or to have someone else appointed as a proxy for the Meeting. If you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Persons nominated to enjoy information rights are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
To appoint a proxy or to amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID RA19) by 9.00 am on Wednesday 29 April 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsor or voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual (available at www.euroclear.com). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrars. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.00 am on Wednesday 29 April 2026 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Each of the resolutions to be put to the Meeting will be voted on by a poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. The results of the voting on the resolutions proposed at the AGM will be announced to the London Stock Exchange as soon as possible after the conclusion of the Meeting and once the votes have been counted and verified.

rotork.com
Rotork Notice of Annual General Meeting 2026

Part IV continued

Notes on shareholder rights, proxy appointments, voting and additional information continued

As at 13 March 2026 (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital consists of 823,358,207 Ordinary Shares carrying one vote each and 40,073 Preference Shares, which do not currently carry the right to vote. No shares are held in treasury. Therefore, the total voting rights in the Company as at 13 March 2026 are 823,358,207.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member provided that if it is appointing more than one corporate representative, it does not do so in relation to the same shares.
A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.rotork.com/en/investors/agm.
Under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
You may not use any electronic address provided in either this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
Copies of the executive directors' service contracts with the Company and any of its subsidiary undertakings and letters of appointment of the non-executive directors are available for inspection by shareholders at the registered office of the Company (upon prior appointment) from the date of this Notice until the conclusion of the AGM during usual business hours on any weekday (Saturday, Sunday and public holidays excluded), and will also be available for inspection by shareholders at the place of the Meeting from 8.45 am on the day of the AGM until its conclusion.
Personal data provided by or on behalf of members in connection with the AGM may be processed by the Company and any third party to whom it discloses such data in connection with the holding of the AGM (including the Company's registrars, Equiniti) for the purposes of compiling and updating the Company's records in connection with the AGM, fulfilling its legal obligations and handling the rights exercised by shareholders. The Company shall process such personal data in accordance with its shareholder privacy notice, a copy of which is available at www.rotork.com/en/investors/shareholder-privacy-notice.
Any member attending the AGM has the right to ask questions. Please note that listening to the webinar will not count as being present at the Meeting and, therefore, will not facilitate voting in real time on the resolutions put to the Meeting, or the ability to speak or ask questions at the Meeting. The Company must cause to be answered any such question relating to the business being dealt with at the AGM, but no such answer need be given if:

(i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information;

(ii) the answer has already been given on a website in the form of an answer to a question; or

(iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

If you have any queries, please contact our registrars, Equiniti, on +44 (0) 371 384 2280. Lines are open between 8.30 am and 5.30 pm Monday to Friday, excluding public holidays in England and Wales, or visit their website www.shareview.co.uk.

Rotork Notice of Annual General Meeting 2026
rotork.com

Rotork Notice of Annual General Meeting 2026

Appendix 1

Directors' biographies in respect of the directors seeking re-election at the AGM

Dorothy Thompson, CBE (65) Chair

Kiet Huynh (47) Chief Executive Officer

Ben Peacock (51) Chief Financial Officer

Andrew Heath (62) Senior Independent Director

Appointed to the Board

December 2022

Skills, competencies and experience

Dorothy was previously Chief Executive Officer of Drax Group plc, the UK renewable power business, from 2005 to 2017, and has built extensive experience in a non-executive capacity across public and private company boards and the UK's central bank. She is currently a non-executive director of Eaton Corporation plc, a leading global power management company listed on the New York Stock Exchange, and of InstaVolt Ltd, a provider of electric vehicle fast charging services. She is also non-executive Chair of Statera Energy Ltd, a UK energy company which provides grid-balancing support. Dorothy retired as Senior Independent Director of the Bank of England in July 2022, where she had been on the Court since 2014. From 2018 to 2021 she served as the non-executive Chair of Tullow Oil plc and was a non-executive director of Johnson Matthey plc from 2007 to 2016.

External appointments

Non-executive director of Eaton Corporation plc

Appointed to the Board

January 2022

Skills, competencies and experience

Kiet was appointed as Rotork's CEO in January 2022 and has been instrumental in curating, launching and delivering the Company's Growth+ strategy. Kiet joined Rotork in 2018 as Managing Director responsible for the Instruments division. Following the Group's divisional realignment in 2019, he has led both the Chemical, Process & Industrial and the Water & Power divisions. Kiet has nearly two decades' worth of experience working as a senior executive for world-leading industrial companies, beginning his career at IMI plc before moving on to Trelleborg. He has a Master's Degree in Mechanical Engineering from the University of Birmingham.

External appointments

None

Appointed to the Board

March 2024

Skills, competencies and experience

Ben was appointed as CFO in March 2024, bringing with him extensive experience in financial leadership, strategic planning and corporate governance. Prior to joining Rotork, Ben played a key role at The Weir Group PLC for 10 years, most recently as Vice President, Finance & IT for the Minerals Division. In this role, Ben was instrumental in shaping financial strategy, optimising operational efficiency, and driving digital transformation initiatives to enhance business performance. Prior to his tenure at Weir, Ben held finance roles at Vodafone Group plc and Intel Corporation. Ben is CIMA qualified and a Fellow of The Association of Corporate Treasurers.

External appointments

None

Appointed to the Board

April 2024

Skills, competencies and experience

Andrew was appointed Senior Independent Director from 1 January 2025 after originally joining the Board in April 2024. Andrew brings a wide range of experience in delivering transformation and shareholder value in technology-driven businesses. He was the Chief Executive Officer of Spectris plc, prior to its delisting in December 2025. From 2016 to 2018, he was CEO of Imagination Technologies Group plc, having previously served as a non-executive director of that company from 2012. From 2015, he was CEO of Alent plc. Andrew began his career at Rolls-Royce and has an engineering degree from Imperial College and an MBA from Loughborough University.

External appointments

Director of Project Aurora Topco Limited, the principal decision-making board for the Spectris Group

A Audit Committee
B Nomination Committee
C Remuneration Committee
S Safety and Sustainability Committee
D Denotes Committee Chair

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Rotork Notice of Annual General Meeting 2026

Rotork Notice of Annual General Meeting 2026
rotork.com

Appendix 1 continued

Directors' biographies in respect of the directors seeking re-election at the AGM continued

Svein Richard Brandtzæg (68)
Non-executive Director

Vanessa Simms (50)
Non-executive Director for Workforce Engagement

Janice Stipp (66)
Non-executive Director

Appointed to the Board

November 2024

Skills, competencies and experience

Svein Richard brings a strong commercial and strategic background in the industrial sector to Rotork having been Chief Executive of Norsk Hydro ASA, a Norwegian aluminium and renewable energy company, from 2009 to 2019. Svein Richard is currently Chair of dormakaba Holding AG and a non-executive director of Mondi plc. He is also Chair of the Council on Ethics for Norwegian Bank Investment Management. He has previously held a number of non-executive positions, including Chair of Veidekke ASA, Vice Chair of Den Norske Bank ASA and Vice Chair of Swiss Steel Holding AG. Svein Richard holds a PhD in Chemistry from the Norwegian University of Science and Technology and is a fellow of the Norwegian Academy of Technological Sciences.

External appointments

Chair of dormakaba Holding AG

Non-executive director of Mondi plc

Chair of the Council on Ethics for Norwegian Bank Investment Management

Appointed to the Board

June 2024

Skills, competencies and experience

Vanessa brings extensive financial expertise to the Rotork Board, together with experience across a diverse range of industries, including real estate, renewable power generation, medical devices and telecommunications. Vanessa is currently Chief Financial Officer at Land Securities Group plc and was formerly Chief Financial Officer at Grainger plc. Prior to this Vanessa was Deputy Chief Financial Officer at Unite Group plc and UK Finance Director at SEGRO plc. Most recently, Vanessa was an independent non-executive director at Drax Group plc. Vanessa is a Chartered Certified Accountant.

External appointments

Chief Financial Officer of Land Securities Group plc

Appointed to the Board

December 2020

Skills, competencies and experience

Janice brings highly relevant sectoral and financial expertise to the Rotork Board, together with a global perspective, particularly of the US and Asia. Janice is currently non-executive director and Audit Committee Chair of Diploma PLC, a distribution group. She is also non-executive director of ArcBest Corporation. Janice was formerly Senior Vice President and Chief Financial Officer of Rogers Corporation, a US speciality engineered materials technology and manufacturing company. Prior to this, Janice held senior financial positions in various international manufacturing and engineering companies. Janice is a member of the American Institute of Certified Public Accountants.

External appointments

Non-executive director and Audit Committee Chair of Diploma PLC

Non-executive director of ArcBest Corporation

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rotork.com
Rotork Notice of Annual General Meeting 2026

rotork®

Rotork plc
Rotork House
Brassmill Lane
Bath BA1 3JQ
UK

Incorporated and registered in England and Wales under
company number: 00578327

AI assistant

Rotork PLC — Proxy Solicitation & Information Statement 2026

4645_agm-r_2026-03-27_1eaa6268-a4a1-4b5f-a700-abedb6b2c2cc.pdf

Notice of Annual General Meeting 2026

Contents

Part I

Chair's Letter

Registered office:

NOTICE OF ANNUAL GENERAL MEETING 2026 (the 'Notice')

Re-election of directors

AGM format and shareholder engagement

Voting – action to be taken

Voting recommendation

Part II

Notice of Annual General Meeting

Ordinary resolutions

Report and accounts

Final dividend

Approval of Directors' Remuneration Policy

Approval of Directors' Remuneration Report

Re-election of directors

Auditor re-appointment

Auditor remuneration

Political donations

Authority to allot shares

Special resolutions

General authority to disapply pre-emption rights

Additional authority to disapply pre-emption rights (acquisitions/capital investments)

Special resolutions continued

Authority to purchase own Ordinary Shares

Authority to purchase own Preference Shares

Notice period for general meetings

Resolution 1

Report and accounts

Resolution 2

Final dividend

Resolution 3

Approval of Directors' Remuneration Policy

Resolution 4

Approval of Directors' Remuneration Report

Resolutions 5–11

Re-election of directors

Resolution 12

Auditor re-appointment

Resolution 13

Auditor remuneration

Resolution 14

Political donations

Resolution 15

Authority to allot shares

Resolutions 16 and 17

General and additional authority to disapply pre-emption rights

Part III continued

Resolution 18

Authority to purchase own Ordinary Shares

Resolution 19

Authority to purchase own Preference Shares

Resolution 20

Notice period for general meetings

Part IV

Part IV continued

Appendix 1

Appointed to the Board

Skills, competencies and experience

External appointments

Appointed to the Board

Skills, competencies and experience

External appointments

Appointed to the Board

Skills, competencies and experience

External appointments

Appointed to the Board

Skills, competencies and experience

External appointments

Appendix 1 continued

Appointed to the Board

Skills, competencies and experience

External appointments

Appointed to the Board

Skills, competencies and experience

Rotork PLC Proxy Solicitation & Information Statement 2026