Wincanton PLC — AGM Information 2022

Jul 12, 2022

Company number: 04178808

WINCANTON PLC

At the Annual General Meeting of the Company held on 12 July 2022, the following special resolutions were duly passed:

Resolution 15 Introduction of a new all-employee Sharesave Plan

That the rules of the Wincanton plc Sharesave Plan (the Sharesave), a copy of the draft rules of which has been produced to the Annual General Meeting and initialled by the Chairman (for the purpose of identification only), and a summary of the main provisions of which is set out in Part III to the Notice of Annual General Meeting, be and are hereby approved and the Directors be authorised to:

• (a) make such modifications to the Sharesave as they may consider appropriate to take account of the requirements of best practice and applicable UK legislation, and to adopt the Sharesave as so modified and to do all such other acts and things as they may consider necessary and expedient to give effect to the Sharesave; and
• (b) adopt schedules to or establish further plans based on the Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Sharesave.

Resolution 16 Authority to disapply pre‑emption rights

To resolve as a special resolution that, subject to the passing of Resolution 14 set out in the Notice of Meeting, the Directors be and are hereby empowered pursuant to section 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority conferred by Resolution 14 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

• a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b of Resolution 14 (set out in the Notice of Meeting), by way of rights issue only) to or in favour of (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 as the Directors or otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any 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 (otherwise than under paragraph a) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of £622,718 such power to apply until the earlier of the conclusion of the 2023 AGM or close of business on 30 September 2023 save that during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities under any such offer or agreement as if the power had not ended.

Resolution 17 Authority to purchase own shares

To resolve as a special resolution that the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of Ordinary Shares of 10p each in the Company provided that:

• a) the maximum number of Ordinary Shares authorised to be purchased is 12,454,367 (representing approximately 10% of the issued share capital of the Company);
• b) the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10p;
• c) the maximum price, exclusive of expenses, which may be paid for each such Ordinary Share is the higher of:
  • i. an amount equal to 105% of the average of the middle market quotations for an Ordinary Share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be 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 as derived from the London Stock Exchange Trading System in each case at the time the purchase is agreed; and
• d) this authority shall expire at the earlier of the conclusion of the 2023 AGM or close of business on 30 September 2023 (except in relation to a purchase of such shares, the contract for which was concluded before such time and which will or may be executed wholly or partly after such time and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended).

Resolution 18 Notice of meetings other than AGMs

To resolve as a special resolution that a general meeting of the Company other than an AGM may be called on not less than 14 clear days' notice.

Lyn Colloff Company Secretary Wincanton plc