Wincanton PLC — AGM Information 2020

Jun 26, 2020

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

Form of Proxy - Annual General Meeting to be held on 22 July 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: www.wincanton.co.uk/investors/results-centre

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 20 July 2020 at 11.00 am.

Explanatory Notes:

• 1. 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.
• 1. 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. Although attendance is permitted under this provision in light of the current COVID 19 restrictions, attendance will be possible only by joining the listen-only conference call.
• 1. 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.
• 1. 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 1788 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.

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.

All Named Holders

PIN: SRN:

Control Number: 916604

Form of Proxy

I/We hereby appoint the Chairman of the Meeting 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 Wincanton plc to be held at 11.00 a.m. on Wednesday, 22nd July 2020 by listen-only conference call.

	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote		Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld			For	Against	Withheld
1.	That the financial statements and reports of the Directors and the Auditor's Report for the year ended 31 March 2020 are received and adopted.				11. To re-elect Dr. Martin Read CBE as a Director of the Company.
2.	To approve the Annual Report on Remuneration for the financial year ended 31 March 2020.				12. To appoint BDO LLP as the Auditor.
3.	To approve the Directors' Remuneration Policy in the form set out in the Company's Annual Report and Accounts for the financial year ended 31 March 2020.				13. To authorise the Directors to determine the remuneration of the Auditor.
4.	To elect Mihiri Jayaweera as a Director of the Company.				14. To adopt the amendments to the Wincanton PLC Long Term Incentive Plan.
5.	To elect James Wroath as a Director of the Company.				15. That the Company is authorised to make donations to political organisations up to a limit of £25,000.
6.	To re-elect Gill Barr as a Director of the Company.				16. That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares.
7.	To re-elect Paul Dean as a Director of the Company.				Special Resolutions 17. To authorise the Directors to disapply pre-emption rights in relation to the authority granted pursuant to resolution 16.
8.	To re-elect Tim Lawlor as a Director of the Company.				18. That the Company be generally and unconditionally authorised to make market purchases of Ordinary shares in the market subject to a maximum of 10% of the issued share capital of the Company.
9.	To re-elect Debbie Lentz as a Director of the Company.				19. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 days.
	10. To re-elect Stewart Oades as a Director of the Company.

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).

H 7 7 7 1 1 WC T

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

Form of Direction - Wincanton plc Annual General Meeting to be held on 22 July 2020

	Cast your Direction online It's fast, easy and secure! www.investorcentre.co.uk/eproxy	916605 Control Number: SRN:
	You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.	PIN:
	View the Annual Report online: www.wincanton.co.uk/investors/results-centre
	Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all forms of direction must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 17 July 2020 at 11.00 a.m.

Explanatory Notes:

• 1. Please indicate, by placing 'X' in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, the form will be rejected.
• 1. 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.
• 1. Any alterations made to this form should be initialled.
• 1. The completion and return of this form will not preclude a member from attending the meeting.

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.

All Named Holders

Form of Direction

Please use a black pen.Mark with an X inside the box as shown in this example.

I would like the Trustees of the Ordinary Shares to Vote and act on my behalf in accordance with my instructions in respect of the Resolutions relating to the Annual General Meeting to be held at 11.00 a.m. on Wednesday, 22nd July 2020 by listen-only conference call.

	Ordinary Resolutions	For	Against	Vote Withheld			For	Against	Vote Withheld
1.	That the financial statements and reports of the Directors and the Auditor's Report for the year ended 31 March 2020 are received and adopted.				Company.	11. To re-elect Dr. Martin Read CBE as a Director of the
2.	To approve the Annual Report on Remuneration for the financial year ended 31 March 2020.					12. To appoint BDO LLP as the Auditor.
3.	To approve the Directors' Remuneration Policy in the form set out in the Company's Annual Report and Accounts for the financial year ended 31 March 2020.					13. To authorise the Directors to determine the remuneration of the Auditor.
4.	To elect Mihiri Jayaweera as a Director of the Company.					14. To adopt the amendments to the Wincanton PLC Long Term Incentive Plan.
5.	To elect James Wroath as a Director of the Company.					15. That the Company is authorised to make donations to political organisations up to a limit of £25,000.
6.	To re-elect Gill Barr as a Director of the Company.					16. That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares.
7.	To re-elect Paul Dean as a Director of the Company.				16.	Special Resolutions 17. To authorise the Directors to disapply pre-emption rights in relation to the authority granted pursuant to resolution
8.	To re-elect Tim Lawlor as a Director of the Company.					18. That the Company be generally and unconditionally authorised to make market purchases of Ordinary shares in the market subject to a maximum of 10% of the issued share capital of the Company.
9.	To re-elect Debbie Lentz as a Director of the Company.				14 days.	19. That a general meeting of the Company, other than an annual general meeting, may be called on not less than
	10. To re-elect Stewart Oades as a Director of the Company.

Signature	Date

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44(0) 370 707 1788

Shareholder Reference Number

Notice of Availability - Wincanton plc Annual Report and Notice of Annual General Meeting 2020

Important - please read carefully

You can now access the Wincanton plc Annual Report and Notice of Annual General Meeting, by visiting this website:

www.wincanton.co.uk/investors/results-centre

Would you like to receive electronic communications in the future?

Please submit your email address by visiting our Investor Centre website:

www.investorcentre.co.uk/ecomms

YOUR SHAREHOLDER REFERENCE NUMBER (SRN) IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE. SRN: ! Like the sound of electronic communications? Did you know you can also manage your shareholding online? Register at www.investorcentre.co.uk Manage your shareholding with ease! Investor Centre is our free self-service website where you can utilise the following services and more: Switch to ecommunications Manage future payments View your Shareholding Change your address

Computershare Investor Services PLC (CIS PLC) is authorised and regulated by the Financial Conduct Authority. CIS PLC is registered in England & Wales, Company No. 3498808, at: The Pavilions, Bridgwater Road, Bristol BS13 8AE.