Wincanton PLC — Proxy Solicitation & Information Statement 2011

Jun 27, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR ORDINARY SHARES IN THE COMPANY, PLEASE FORWARD THIS DOCUMENT AS SOON AS POSSIBLE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK MANAGER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR DELIVERY TO THE PURCHASER OR TRANSFEREE.

___________________________________________________________________________

Notice of General Meeting

&

Circular

Describing proposed

Wincanton plc 2011 Executive Bonus Plan

Wincanton plc 2011 Special Option Plan

Wincanton plc

___________________________________________________________________________

(Incorporated in England and Wales with registered number 4178808)

Notice of a General Meeting of the Company to be held at 12:00 p.m. on Thursday, 21 July 2011, or as soon thereafter as the Annual General Meeting shall have concluded or been adjourned, at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN is set out at the end of this document.

If you will be attending the General Meeting in person, please bring the enclosed Attendance Card with you. If not you may wish to complete and return the enclosed Form of Proxy in accordance with the instructions printed on the form, which should reach the Company's Registrar by no later than 12:00 p.m. on Tuesday, 19 July 2011.

LETTER FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE

27 June 2011

To ordinary shareholders of Wincanton plc

Dear Shareholder,

Introduction

In this letter and attached appendices, we provide you with an explanation of Resolutions 1 and 2 set out in the Notice convening the General Meeting which are being submitted to shareholders in connection with proposed changes to the Company's executive remuneration. The form of the resolutions is set out in the Notice.

Contents

This letter also provides you with:-

• An executive summary of the proposed incentives (see pages 2 and 3)
• The key elements of the new:
• o Wincanton plc 2011 Executive Bonus Plan (the "Bonus Plan"); and
• o Wincanton plc 2011 Special Option Plan (the "Option Plan") (see page 3)
• Appendix 1 which sets out the Remuneration Committee's detailed rationale behind the design of the proposed Bonus and Option Plans (see pages 5 and 6)
• Appendix 2 which sets out the Remuneration Committee's policy on fixed remuneration (see page 6)
• Appendix 3 which sets out the key provisions of the proposed Bonus and Option Plans (see page 7 to 11)
• Appendix 4 which sets out examples of the operation of a Plan Account under the proposed Bonus Plan (see page 12); and
• Appendix 5 which sets out the cost and benefits of the new Bonus and Option Plans if adopted, based on certain assumptions (see pages 13 and 14)

Capitalised terms used but not defined are as defined in the Bonus Plan or Option Plan, as applicable.

Executive summary

The Wincanton plc Board have announced a strategic review and a change in focus for the Company. This will require a more flexible approach to both short and medium term performance targets and supporting incentives.

The objectives of the Remuneration Committee in designing the incentive arrangements were to:-

• ensure the reward strategy supported the Company's strategic plan which is designed to ensure a sustainable long-term future for the Company and to restore and enhance shareholder value over the next three to four year period;
• align the interests of the senior management team with those of shareholders through a minimum of 75% of the incentive compensation being provided in shares which in conjunction with the shareholding requirement of up to 300% of salary ensures that the senior management team on earning incentives maintain a material shareholding in the Company;
• enable focus on the key financial goals of the strategic plan, which is to create sustainable profit and cash flow growth; and
• implement incentive arrangements which while being flexible and durable also incorporate deferral, risk adjustment and long-term equity holdings to ensure that benefits are only provided to the senior management team for long-term sustainable value.

These objectives have been reflected in designs of the proposed Bonus and Option Plans set out below.

Bonus Plan

The Remuneration Committee believes that the Bonus Plan supports the Company's strategy and is required for the following reasons:-

• the Bonus Plan allows the setting of annual targets based on KPIs linked to the business at that point in time, thereby allowing targets most relevant to the stage of the Company's strategic plan to be set whilst ensuring sustainability by linking bonus years together and providing substantial deferral in shares and ongoing risk adjustment;
• the Bonus Plan is designed to ensure that key executives become material (in terms of their compensation) shareholders in the Company to provide a greater alignment of interests with external shareholders;
• there is a minimum threshold for profit and cash flow before any bonus pool can accrue, thereby focussing the key executives on these key components of Company strategy;
• the four year period of the Bonus Plan aligns directly with the Company's strategic plan; and
• the Bonus Plan allows annual accrual of benefits (subject to performance) to key executives, rather than having to wait the standard three years under a long-term incentive plan. This will act as a significant retention tool which the Remuneration Committee believes is essential given:
• o the lack of current lock-in of the new senior management team;
• o the stability and commitment of the senior management team required to implement the Company strategy; and
• o the marketability of the new senior management team.

Option Plan

The Remuneration Committee believes that the Option Plan supports the Company's strategy and is required for the following reasons:-

• using market priced options ensures a clear focus on maximising the Company's share price;
• the absolute shareholder return targets for the first grant of options will encourage the senior management team both to maximise share price growth and dividend yield;
• the simplicity of design will provide a powerful incentive to the key executives; and
• the vesting on a three year rolling period will ensure shareholder value is sustained over the strategic plan period.

Overview of proposals

There are two parts to the new incentive proposal:-

Bonus Plan with the following features:-

• o maximum contribution of 200% of salary p.a;
• o 4 year plan period;
• o half the balance of a Participant's cumulative bonus paid at the end of years 1-3 inclusive, with 100% of the balance paid at the end of year 4;
• o maximum cash payment of 100% of salary p.a. all balances will be deferred in shares;
• o 50% of the cumulative balance of any bonus deferred will be forfeited if minimum performance requirements are not met in any bonus year.

Option Plan with the following features:-

• o annual grant of market priced options to participants vesting at the end of a three year period subject to continued employment and the satisfaction of the performance requirements;
• o maximum initial launch grant of 400% of salary with maximum annual ongoing grants limited to 200% of salary;
• o the vesting of the launch grant of options being subject to a performance requirement based on average absolute total shareholder return growth over the three year vesting period (the option starting to vest above 10% p.a. i.e. 0% at 10%, with 100% of the option vesting for 22% p.a.). In addition, the Company's Earnings per Share must not reduce over the three year vesting period for options to be capable of vesting.

Shareholder Consultation

The Remuneration Committee consulted with its principal shareholders and the main shareholder representative bodies, ISS and the ABI prior to finalising the new arrangements.

Board Recommendation

The Board considers the new Bonus Plan and Option Plan to be in the best interests of the Company and shareholders as a whole and unanimously recommends that you vote in favour of Resolutions 1 and 2. Those members of the Remuneration Committee who hold shares in the Company will be voting in favour of the Resolutions.

Yours sincerely,

Neil England

Chairman of the Remuneration Committee

Copies of the Bonus Plan and Option Plan Rules will be available for inspection at the registered office of Wincanton plc at Methuen Park, Chippenham, Wiltshire, SN14 0WT and at the offices of offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN during normal business hours on Monday to Friday each week (public holidays excepted) from the date of this document until the close of the meeting. Copies of the Bonus Plan and Option Plan Rules will also be available for inspection for 15 minutes prior to and during the Wincanton plc General Meeting.

APPENDIX 1 – REMUNERATION COMMITTEE'S DETAILED RATIONALE BEHIND THE DESIGN OF THE PROPOSED BONUS AND OPTION PLANS

The following table provides additional information on the Remuneration Committee's reasons set out above for why the new incentive programme is appropriate and supportive of the Company's strategy:-

Key Factor Strategic Plan Period	Issue to be addressed The Company's plan to ensure a sustainable long-term future and to restore and enhance shareholder value is focused on a 3-4 year period.	Incorporation into the design of Bonus Plan & Option Plan Both the Bonus Plan and Option Plan are focused on a 4 year performance period.
	At the end of this initial period it is anticipated that the Company strategy will need to change to reflect the progress made and to move the Company further forward and therefore the reward programme would probably need to be reviewed and if necessary amended to support a new strategy.	After this initial period the Plans may not be appropriate for the next step in the Company's strategy. The Remuneration Committee would look to consult with shareholders in year 3 on any new incentive framework for the Company giving an overlap between the end of the incentive arrangements set out in this document and their replacements.
	Business Risk – Retention of Key Executives	A standard UK approach would be that any awards granted now under a long-term incentive plan or option plan would be subject to a three year
	A material risk for the Company is the retention of the new Executive Directors and other members of the senior management team.	period before any benefits would be provided which would result in a retention and incentives gap and material risk for the Company.
	New Executive Directors and members of the team currently have no long term lock-in. In addition, those members of the senior management team who have received previous incentive grants are in a similar position due to the current status of these share incentives. This is because the existing incentives have no lock-in or incentive value because there is currently a shortfall in respect of the performance requirements being met. The table below shows the level of vesting of current share incentives if the performance requirements were measured at the date of this Circular.	The two incentive plans are designed to address this issue:- Bonus Plan The relevant features of the Bonus Plan are:- • subject to the satisfaction of the performance requirements participants will start to acquire shares at the end of year 1. These shares will be earned based on each year's performance but partially at risk if forfeiture thresholds are not met in subsequent years and fully at risk on cessation of employment. In effect this means that participants could, if the maximums are earned, be locked-in shareholders with the following values of shares as a percentage of salary (at a constant share price):-
Plan	Grant date Vesting date %age Satisfaction TSR EPS	Year1 Year 2 Year 3 Year 4 100% 150% 175% 275%
Orig SMIS Rev SMIS PSP	27 June 2008 27 June 2011 n/a 0% 27 June 2008 27 June 2011 0% 0% 27 June 2008 27 June 2011 0% 0% 12 June 2009 12 June 2012 0% 0% 22 July 2010 22 July 2013 0% 0%	• the Remuneration Committee will have the flexibility to set annual performance requirements which will ensure maximum relevance and challenge to the business at each stage of its strategic plan. Relevant performance requirements incentivise and retain the senior management team to deliver the strategy. Option Plan The relevant feature of the Option Plan is:- • the options granted on adoption of the Option Plan provide a simple and clear link between the share price of the Company over the strategic plan period and the potential value earned by the senior management team. This simplicity and clarity will have a powerful incentive and retention effect.
Sustainable	One of the key goals of the strategic plan is to create	Bonus Plan
Profit & Cashflow growth	sustainable profit and cashflow growth.	The Bonus Plan provides that no bonus pool will be created unless the profit and cashflow targets are exceeded. This ensures the following:- • that the senior management team are focused on delivering this element of the strategy; • the ability to set annual targets will give the Remuneration Committee flexibility to adjust the operation of the Plan to the practical reality; • there will be a direct link between profitability and the size of the bonus pool; and • the Bonus Plan will be self-funding.
Recovery of the Share	The Company has over the recent period suffered a material drop in its share price with the corresponding	The two incentive plans support the focus on shareholder value:- Bonus Plan
Price and the journey to enhancing Shareholder Value	loss of shareholder value. One of the symptoms of the success of the new strategy should be the recovering and enhancement of the share price over the next period. The new strategy should improve the share price.	The relevant feature of the Bonus Plan is that 50% of the benefits are provided in deferred and locked in balances of shares, providing the senior management team with a direct interest in the share price of the Company over the period. Option Plan The relevant feature is that the options granted will be granted at the share price on the date of grant. The senior management team will only receive a benefit from their options if the share price is higher on the vesting date and provided the performance targets are satisfied; in respect of the first grant of options if the absolute total shareholder return performance targets are achieved.

Annual	The Company has the following issues:-	The Bonus Plan
targets	• lack of direct comparators given the current	The relevant features of the Bonus Plan are:-
	circumstances of the Company; and	• the flexibility for the Remuneration Committee to set annual targets
	• challenge of visibility to set three year financial	tailored to the business at that point in time;
	performance targets due to the current position of	• the ability to use strategic KPIs as additional requirements for payments
	the Company.	to be made under the Bonus Plan allowing a more holistic, flexible and
		durable approach rather than just focusing purely on financial metrics;
	In addition, the Company feels that the standard	and
	performance requirements attached to incentive plans	• the potential link to bonus years to ensure longer term sustainable
	are inappropriate:- •	performance supported by the deferral and risk adjustment
	Comparative Total Shareholder Return ("TSR") is felt to be an inappropriate metric because it is the	mechanisms.
	view of the Remuneration Committee that it is the	Option Plan
	absolute share price performance of the	The relevant features of the Option Plan are:-
	Company not its comparative performance (an	• the use of market priced options ensures a clear focus on maximising
	increase in the Company's share price might	the Company's sustainable share price; and
	result in strong comparative performance but still	• in addition the vesting of the first grant of options is also based on
	result in a share price significantly below levels	achieving challenging levels of absolute total shareholder return growth
	reached in the past) which should be the focus of the senior management team.	over the option vesting period.
	• 3 Year EPS targets – such targets make it difficult
	to reflect the flexibility needed to set appropriate
	targets for each year of the strategic plan period.
Alignment of	The Company wishes to ensure that the interests of	Bonus Plan
interests with	the senior management team are aligned with those of	The relevant features of the Bonus Plan are:-
shareholders	shareholders. The incentive arrangements while being	• a maximum of 50% of the amount earned is paid in each year;
	flexible and durable also incorporate deferral, risk adjustment and long-term equity holdings to ensure	• deferred elements are in shares with the corresponding alignment of
	that the volatility of the market does not provide	interests with shareholders and additional risk adjustment of bonus amounts through claw back and the exposure to the share price over
	windfall benefits to the senior management team at the	the periods of deferral; and
	expense of long-term sustainable value.	• the minimum performance thresholds ensure that key executives are
		encouraged to focus on sustainable long term performance.
		Option Plan
		The relevant features of the Option Plan are:-
		• the use of market priced options ensures a clear focus on maximising
		the Company's sustainable share price; and
		• in conjunction with the absolute total shareholder return performance
		condition ensures that a minimum level of return is generated for shareholders before options start to vest.

APPENDIX 2 – POLICY ON FIXED REMUNERATION

The following table compares the Company's current policy for fixed remuneration against the proposed policy. It is the view of the Committee that given the changed circumstances of the Company a comparison of the historic incentive plans compared to those proposed would not be meaningful.

Element of Executive Remuneration	Current Policy	Proposed Policy
Salary	No salary rises in 2012.	No change.
Benefits in Kind	Standard market practice benefits provided.	No change.
Shareholding Requirement	Executive Directors are encouraged to build up a shareholding in the Company to a level equivalent to 100% of their basic salary.	The shareholding requirement has been increased to 300% of salary over the 4 year period (subject to the incentives vesting).
Pension	Defined contribution pension arrangements.	No change.
Contracts	In line with UK corporate governance best practice (maximum 12 months notice).	No change.

APPENDIX 3 – DETAILS OF THE WINCANTON PLC 2011 EXECUTIVE BONUS PLAN AND THE WINCANTON PLC 2011 SPECIAL OPTION PLAN

Overview of the Plans

Bonus Plan

The key elements of the Bonus Plan are:-

The maximum annual contribution by the Company for a Participant in respect of one Plan Year is 200% of salary p.a. The maximum cash payment in respect of a Plan Year is 100% of salary p.a.

The annual contribution will be based on a percentage of the profit achieved above a threshold (subject to the achievement of connected cash flow requirements). The Remuneration Committee will set the annual targets at the beginning of the Plan Year and provide full disclosure at the end of the Plan Year in the relevant Remuneration Report. In this context, full disclosure will be:-

• the forfeiture threshold;
• the minimum profit and cash flow thresholds which have to be achieved before the bonus pool is created;
• the actual levels of satisfaction of the targets; and
• the corresponding contributions in to the Bonus Plan for each Participant.

The Bonus Plan operates for a fixed four year period (see page 12 for an illustration of the operation of a Plan Account).

Annual Payment (Year 1-3 inclusive) – 50% of the balance of a Participant's Plan Account is paid at the end of each Plan Year. The maximum cash value of any payment in a Plan Year is 100% of salary. The balance of the Plan Account not paid will be held in Company shares. The number of new shares contributed to the Plan Account at the end of each Plan Year will be calculated using the 30 day average share price for the period finishing on the end of each Plan Year;

Final Payment – 100% of the balance of a Participant's Plan Account is paid at the end of Plan Year 4.

The following table sets out the maximum annual payments (in cash and shares – provided the maximum cash payment cannot exceed 100% of salary) that can be made under the Plan:-

	Year 1	Year 2	Year 3	Year 4
%age of Salary	100%	150%	175%	375%

Forfeiture – the following forfeiture provisions apply:-

• where the forfeiture threshold operates the Participant will receive no contribution in to their Plan Account in respect of that Plan Year in addition 50% of the balance of their Plan Account earned in respect of previous Plan Years but not yet paid will be forfeited (the 50% forfeiture will occur each time the forfeiture threshold is not met for a Plan Year); For example:-

Year 1 Plan Account balance 100% of salary Year 2 Plan Account balance reduced by 50% = 50% of salary Year 3 Plan Account balance reduced by 50% = 25% of salary The cumulative forfeiture is therefore 50%+25% = 75% of salary

It is proposed that the forfeiture threshold is as follows for the first year of the operation of the Bonus Plan (which will be disclosed at the end of each Plan Year in the Remuneration Committee Report):-

Performance Requirements	Forfeiture Threshold	On Target Performance	Maximum Performance
Percentage of Profit Target	80%	100%	120%
Percentage of Plan Account Balance Forfeited	-50%	0%	0%

• on normal cessation of employment, the unpaid balance of a Participant's Plan Account will be forfeited.

Option Plan

The key elements of the Option Plan are:-

There will be annual grants under the Option Plan with each grant being subject to a three year vesting period.

The maximum face value of options that can be granted to a participant is as follows:-

• the maximum initial grant of options is 400% of a participant's salary; and
• the maximum ongoing grant of options is 200% of a participant's salary.

Options will vest:-

• on the third anniversary of the date of grant subject to the participant's continued employment on the vesting date; and
• the satisfaction of the performance target. The proposed performance target for the first grant of options is based on average annual absolute total shareholder return with the following vesting schedule:-

Level of Option Vesting	Average Absolute Shareholder Return p.a.
0%	10%*
100%	22%*
*Straight line option vesting between points

In addition, the Company's Earnings per Share must not reduce over the three year vesting period for options to be capable of vesting.

Technical Detail of the Plans

Glossary of Terms

Term	Meaning
"Award"	an award of conditional shares or a Nil Cost Option earned under the Bonus Plan.
"Close Period"	any time when employees of the Company are prohibited from dealing in Shares by the Listing Rules of the Financial Services Authority, a Company code or any other regulation which prohibits dealing in Shares.
"Committee"	the Remuneration Committee of the Company.
"Control"	the meaning of control set out in section 995 of Income Tax Act 2007.
"Nil Cost Option"	a right to acquire shares subject to the satisfaction of terms and conditions for a nominal exercise price.
"Participant"	an eligible employee approved by the Committee and participating in the Plans.
"Option"	a right to acquire shares granted under the Option Plan.
"Plan Account"	a record of the value of a Participant's potential entitlement under the Bonus Plan from time to time and changes thereto over the life of the Bonus Plan.
"Plan Year"	the financial year of the Company subject to the Committee's discretion.
"Rules"	the rules of the Bonus Plan or Option Plan setting out the terms and conditions relating to participation.
"Shares"	Ordinary Shares of the Company.

Executive Summary

See the Chairman of the Remuneration Committee's letter which sets out how it is proposed that that the Wincanton plc 2011 Executive Bonus Plan (the "Bonus Plan") and the Wincanton plc 2011 Special Option Plan (the "Option Plan", together, the "Plans") will operate.

Supervision of Operation

The Committee, the members of which are non-executive directors, supervise the operation of the Plans in respect of Participants.

Participation

Any employee of the Company selected by the Committee is eligible to participate. Non-executive directors are not eligible to participate in the Plans.

Operation of the Bonus Plan

At the beginning of each Plan Year the Committee will determine:-

• the maximum contribution that can be made to a Participant in respect of that Plan Year; and
• the performance requirements which will apply for that Plan Year.

The maximum contribution is 200% of salary p.a.

At the end of each Plan Year, the Committee will determine the level of satisfaction of the performance requirements (including the forfeiture threshold). If the performance requirements are met, the Participant will then receive a payment equal to:-

• 50% of his Plan account at the end of Plan Years one to three inclusive; and
• 100% of his Plan Account at the end of Plan Year four.

The maximum cash payment in respect of a Plan Year is 100% of salary.

The balance of the Plan Account will be held in Shares. The number of Shares contributed to the Plan Account at the end of each Plan Year will be calculated using the 30 day average share price for the period finishing on the end of each Plan Year.

Where the forfeiture threshold is not met, the Participant will receive no contribution in to their Plan Account in respect of that Plan Year. In addition, 50% of the balance of their Plan Account earned in respect of previous Plan Years but not yet paid will be forfeited. The 50% forfeiture will occur each time the forfeiture threshold is not met for a Plan Year.

Awards held in a Plan Account will, at the discretion of the Committee, be made in one or more of the following forms:-

• a grant of restricted Shares;
• a grant of Nil Cost Options; or
• a conditional grant of Shares,

and in all cases will be subject to the forfeiture provisions applicable to the Plan Account.

Vested Nil Cost Options can be exercised until the tenth anniversary of the date of grant, at which point any unexercised Nil Cost Options will lapse. Nil Cost Options will have a notional exercise price payable per share subject to the Nil Cost Option or for each exercise as determined by the Committee in its discretion.

The Committee may determine to provide dividend equivalents on Shares earned under the Bonus Plan.

Operation of the Option Plan

The Committee will determine in respect of each grant of Options:-

• the exercise price of the Shares subject to the Option. The exercise price will be the closing price of a Share prior to the date of grant or an average of the closing prices of a Share for a maximum period of 3 days prior to the date of grant;
• the face value of the Shares subject to the Option on the date of grant. The maximum value of the Options that can be granted to a participant in respect of a calendar year is as follows:
• o in respect of the initial grants made on the adoption of the Option Plan (and in exceptional circumstances for the recruitment or retention of key employees) 400% of salary; and
• o in respect of future years the maximum ongoing annual grant limit is 200% of salary;
• the performance requirements which will apply to that grant of options. The performance requirements for the first grant of Options are described in the Chairman of the Remuneration Committee's letter.

Options will normally vest on the third anniversary of the date of grant subject to the participant's continued employment at that date and the satisfaction of the performance requirements. Vested Options can be exercised until the tenth anniversary of the date of grant, at which point any unexercised options will lapse.

Terms common to both Plans

Change of Performance Requirements

If an event happens and the Committee considers that the performance requirements are no longer appropriate, it may vary, waive or substitute the performance requirements, provided that the variation, waiver or substitution is reasonable in the circumstances and, except for a waiver, is a fairer measure of performance and is not materially less difficult to satisfy than the original targets would have been but for the event.

Cessation of Employment

Plan Year Bonus Plan

If a Participant leaves employment prior to the end of a Plan Year and measurement date for the performance requirements the Participant shall be not be entitled to receive any payment in respect of that Plan Year unless the Committee in its absolute discretion decides otherwise. If a Participant's cessation of employment is the result of specified events, for example injury, disability, ill health, retirement, redundancy or death, the Committee may determine that the Participant can continue to participate in the Bonus Plan until the measurement date for that Plan Year. In applying this discretion, the Committee will have discretion as to whether any potential payment in respect of the Plan Year shall be reduced to take into account the proportion of the Plan Year completed prior to the Participant's cessation of employment.

Subsisting Awards under the Bonus Plan and Options under the Option Plan

Any Award or Options not vested at the date of cessation will lapse unless the Committee in its absolute discretion determines otherwise. If a Participant's cessation of employment is the result of specified events, for example injury, disability, ill health, retirement, redundancy or death, the Committee may determine the following:-

Bonus Plan

Awards shall immediately vest and if in the form of Nil Cost Options be exercisable for a period determined by the Committee following the date of cessation.

Option Plan

Options shall vest subject to:-

• the proportionate satisfaction of the performance requirements at either the date of cessation or at the discretion of the Committee at the end of the original vesting period; and
• shall be pro-rated to reflect the amount of the three year vesting period completed on the date of cessation.

Change of Control

Plan Year

Bonus Plan

In the event of a takeover, reconstruction, amalgamation or winding up of the Company during a Plan Year there will be a measurement date on the occurrence of the event. The Committee will determine any payment based on the level of satisfaction of the performance requirements on the measurement date. The Committee will have discretion as to whether any potential payment in respect of the Plan Year shall be reduced to take into account the proportion of the Plan Year completed prior to the occurrence of the event.

Subsisting Awards under the Bonus Plan and Options under the Option Plan

Bonus Plan

Awards shall immediately vest and if in the form of Nil Cost Options be exercisable for a period determined by the Committee following the date of the change of control.

Option Plan

Options shall vest subject to:-

• the proportionate satisfaction of the performance requirements at the date of the change of control; and
• the Committee shall have discretion whether to pro-rate the amount of option vesting to reflect the amount of the three year vesting period completed on the date of the change of control.

Overall Plan Limits

Dilution

The Company may issue up to 10% of its Shares within a ten year period to satisfy awards of Shares to Participants in the Plans and any other share plan operated by the Company under which Shares are issued. Of this 10%, a maximum of 5% may be issued for executive plans. The Committee will be monitoring the issue of Shares during the ten year period to ensure a balanced policy. It should be noted that where the Company uses treasury Shares to satisfy its obligations under such Share arrangements they shall be added to the number of Shares issued for the purposes of these limits (for as long as is required by institutional shareholders).

Time of Awards and Options

Awards and Options will normally be granted to each Participant within a 42 day period following the date of publication of the half year, annual or intervening quarterly results of the Company. No Awards or Options will be granted during a Close Period.

Taxation

The provision of Shares and exercise of Options is conditional upon the Participant paying any resulting taxes. The Company will normally pay employer's National Insurance contributions.

Allotment and Transfer of Shares

Shares subscribed will not rank for dividends payable by reference to a record date falling before the date on which the Shares are acquired but will otherwise rank pari passu with existing Shares.

Application will be made for the admission of the new Shares to be issued to the Official List of, and to trading on, the London Stock Exchange's markets for listed securities following the vesting of Awards or the exercise and vesting of Awards and Options.

Adjustments

Where Shares have been awarded under the Bonus Plan, Participant's will be treated as shareholders in the Company e.g. if there was a rights issue Participants would have the choice of taking up the rights in respect of their shares or not.

In respect of the Option Plan on a variation of the capital of the Company, the number of Shares and exercise price, may be adjusted in such manner as the Committee determines.

Duration

The Plans will operate over a five year period from the date of approval by shareholders. The Committee may not grant Awards or Options under the Plans more than five years after their approval.

Amendments

Amendments to the Rules may be made at the discretion of the Committee. However, the provisions governing eligibility requirements, equity dilution, share utilisation and individual participation limits and the adjustments that may be made following a rights issue or any other variation of capital together with the limitations on the number of Shares that may be issued cannot be altered to the advantage of Participants without prior shareholder approval, except for minor amendments to benefit the administration of the Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or for the group. However, Participants should be notified of any amendment which would materially detrimentally affect their existing rights and such amendments must be approved by the majority of Participants notified.

Subject to the safeguards noted above, the Committee may amend the Plans (including by the addition of one or more subplans relating to shares in a group company) in such manner as may be necessary to obtain approval of the Plans (or one or more sub-plans) by HM Revenue & Customs as a company share option plan under Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 or otherwise improve the tax efficiency of the Plans for the Company and/or the Participants.

In addition, the Committee may add to, vary or amend the Rules of the Plans by way of a separate schedule in order that the Plans may operate to take account of local legislative and regulatory treatment for Participants or the relevant group company, provided that the parameters of these arrangements will provide no greater benefits than the Rules of the Plans as summarised above.

General

Awards and any other rights granted pursuant to the Plans are non-pensionable.

Non-Transferability of Awards

Awards and Options are not transferable except in the case of a Participant for whom a trustee is acting, in which case the trustee will be able to transfer the benefit to the Participant.

Note: This section summarises the main features of the Plans but does not form part of it and should not be taken as affecting the interpretation of the detailed terms and conditions constituting the Rules. Copies of the Plans' Rules will be available for inspection at the registered office of Wincanton plc at Methuen House, Chippenham, Wiltshire, SN14 0WT and at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN during normal business hours on Monday to Friday each week (public holidays excepted) from the date of this document until the close of the meeting. Copies of the Plans' Rules will also be available for inspection for 15 minutes prior to and during the meeting. The Directors reserve the right, up to the time of the meeting, to make such amendments and additions to the Rules as they consider necessary or desirable, provided that such amendments and additions do not conflict in any material respect with the summary set out in this section.

APPENDIX 4 – ILLUSTRATION OF THE OPERATION OF A PLAN ACCOUNT UNDER THE BONUS PLAN

This Appendix sets out illustrations of the operation of the Bonus Plan for Maximum and On Target performance using the current CEO's salary and the maximum annual contribution. For both Maximum and On Target there are two examples; in example 1 there is no forfeiture whereas in example 2 there is forfeiture in Plan Year 2:-

Maximum Performance

Year 1		Year 2		Year 3	Year 4
%age of Salary	100%	150%		175%	375%
Salary		£415,000
Maximum Contribution		200%
Share Price Growth		10.0%
Example 1		Plan Year 1	Plan Year 2	Plan Year 3	Plan Year 4
Opening Balance (with share price growth)		£0	£456,500	£707,575	£845,666
Bonus Plan Contribution		£830,000	£830,000	£830,000	£830,000
Bonus Plan Deduction		£0	£0	£0
Account Balance		£830,000	£1,286,500	£1,537,575	£1,675,666
Annual Payment		£415,000	£643,250	£768,788	£1,675,666
Balance Carried Forward		£415,000	£643,250	£768,788	£0
Total Paid over 4 Year Plan Period		£3,502,704
Example 2 (with forfeiture Year 2)		Plan Year 1	Plan Year 2	Plan Year 3	Plan Year 4
Opening Balance (with share price growth)		£0	£456,500	£125,538	£525,546
Bonus Plan Contribution		£830,000	£0	£830,000	£830,000
Bonus Plan Deduction		£0	£228,250	£0
Account Balance		£830,000	£228,250	£955,538	£1,355,546
Annual Payment		£415,000	£114,125	£477,769	£1,355,546
Balance Carried Forward		£415,000	£114,125	£477,769	£0
Total Paid over 4 Year Plan Period		£2,362,439

On Target Performance
	Year 1	Year 2		Year 3	Year 4
%age of Salary	50%	75%		87.5%	187.5%
Example 1		Plan Year 1	Plan Year 2	Plan Year 3	Plan Year 4
Opening Balance (with share price growth)		£0	£228,250	£353,788	£422,833
Bonus Plan Contribution		£415,000	£415,000	£415,000	£415,000
Bonus Plan Deduction		£0	£0	£0
Account Balance		£415,000	£643,250	£768,788	£837,833
Annual Payment		£207,500	£321,625	£384,394	£837,833
Balance Carried Forward		£207,500	£321,625	£384,394	£0
Total Paid over 4 Year Plan Period		£1,751,352
Example 2 (with forfeiture Year 2)		Plan Year 1	Plan Year 2	Plan Year 3	Plan Year 4
Opening Balance (with share price growth)		£0	£228,250	£62,769	£262,773
Bonus Plan Contribution		£415,000	£0	£415,000	£415,000
Bonus Plan Deduction		£0	£114,125	£0
Account Balance		£415,000	£114,125	£477,769	£677,773
Annual Payment		£207,500	£57,063	£238,884	£677,773
Balance Carried Forward		£207,500	£57,063	£238,884	£0

Total Paid over 4 Year Plan Period £1,181,220

APPENDIX 5 – ILLUSTRATIVE MODELLING OF BONUS PLAN & THE OPTION PLAN

This section contains the full cost and benefit modelling for the Plans. The modelling is purely illustrative to demonstrate the potential operation of the Plans over a four year period. Payments from the Bonus Plan and the vesting of Options under the Option Plan are subject to the achievement of stretching performance requirements and amounts which are deferred in shares under the Bonus Plan are also subject to forfeiture for failure to satisfy minimum performance requirements in subsequent years.

Assumptions

The following table sets out the maximum annual contribution levels under the Bonus Plan, the initial grants under the Option Plan, the proposed maximum ongoing level of option grants and the current salaries for the Executive Directors:-

Participant	Basic Salary	Maximum Contribution p.a. (%age of Salary) for Bonus Plan	Initial Option Grant (%ge of Salary)	On-Going Option Grant (%age of Salary)
Eric Born (CEO)	£415,000	200%	400%	200%
Jon Kempster (FD)	£325,000	200%	400%	200%
Senior Management Range	£200,000 to £255,000	75% to 150%	200% to 300%	100% to 200%

The following tables set out the cost and benefit modelling of the Bonus Plan and Option Plan for three scenarios set out below:-

Examples	Bonus Plan	Option Plan	Share Price Growth
	% of maximum annual contribution earned	% vesting	over Four Year Period
A	50%	6%	50%
B	100%	74%	100%
C	100%	100%	150%

Summary

The following table sets out the total shareholder return and benefit to participants for Examples A to C inclusive:-

	Example A	Example B	Example C
Total Shareholder Return (TSR) - £m	£166	£264	£369
Total Benefits to Participants - £m	£5.3	£14.7	£18.8
Total Benefit as % of TSR	3.2%	5.5%	5.1%

Example A

Example A	Year 1	Year 2	Year 3		Year 4
	Bonus Payment	Bonus Payment	Bonus Payment	Option Gains	Bonus Payment	Option Gains	Total Payment
Eric Born	£207,500	£322,318	£385,852	£32,851	£842,015	£16,426	£1,806,962
Jon Kempster	£162,500	£252,418	£302,173	£25,727	£659,410	£12,863	£1,415,091
Member of Senior Management	£93,750	£145,626	£174,331	£14,842	£380,429	£9,895	£818,872
Total (based on 6 participants)	£606,250	£941,713	£1,127,338	£100,136	£2,460,105	£52,542	£5,288,084

Exampe A P&L	Year 1	Year 2	Year3	Year 4	Total
Bonus Plan	£825,174	£1,077,778	£1,279,861	£1,667,188	£4,850,000
Option Plan	£253,000	£385,750	£385,750	£132,750	£1,157,250
Total	£1,078,174	£1,463,528	£1,665,611	£1,799,938	£6,007,250

Example B

Example B	Year 1	Year 2	Year 3		Year 4
	Bonus Payment	Bonus Payment	Bonus Payment	Option Gains	Bonus Payment	Option Gains	Total Payment
Eric Born	£415,000	£661,760	£808,485	£841,354	£1,791,456	£420,677	£4,938,733
Jon Kempster	£325,000	£518,246	£633,151	£658,892	£1,402,948	£329,446	£3,867,682
Member of Senior Management	£187,500	£298,988	£365,279	£380,130	£809,393	£253,420	£2,294,710
Total (based on 6 participants)	£1,212,500	£1,933,457	£2,362,140	£2,564,609	£5,234,074	£1,345,660	£14,652,440

Example B P&L	Year 1	Year 2	Year3	Year 4	Total
Bonus Plan	£1,650,347	£2,155,556	£2,559,722	£3,334,375	£9,700,000
Option Plan	£253,000	£385,750	£385,750	£132,750	£1,157,250
Total	£1,903,347	£2,541,306	£2,945,472	£3,467,125	£10,857,250

Example C

Example C	Year 1	Year 2	Year 3		Year 4
	Bonus Payment	Bonus Payment	Bonus Payment	Option Gains	Bonus Payment	Option Gains	Total Payment
Eric Born	£415,000	£675,917	£839,961	£1,640,374	£1,886,195	£820,187	£6,277,633
Jon Kempster	£325,000	£529,333	£657,800	£1,284,630	£1,477,140	£642,315	£4,916,218
Member of Senior Management	£187,500	£305,384	£379,500	£741,133	£852,196	£494,088	£2,959,802
Total (based on 6 participants)	£1,212,500	£1,974,819	£2,454,102	£5,000,175	£5,510,870	£2,623,609	£18,776,074

Example C P&L	Year 1	Year 2	Year3	Year4	Total
Bonus Plan	£1,650,347	£2,155,556	£2,559,722	£3,334,375	£9,700,000
Option Plan	£253,000	£385,750	£385,750	£132,750	£1,157,250
Total	£1,903,347	£2,541,306	£2,945,472	£3,467,125	£10,857,250

Notice of General Meeting 2011

NOTICE IS HEREBY GIVEN that a General Meeting of Wincanton plc (the Company) will be held at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN on Thursday, 21 July 2011 at 12:00 p.m. or as soon thereafter as the Annual General Meeting shall have concluded or been adjourned in order to transact the following business:

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions. Resolutions 1 and 2 which will be proposed as ordinary resolutions.

1. The Wincanton plc 2011 Executive Bonus Plan

That the rules summarised in the circular accompanying the notice convening this General Meeting be approved and that such rules produced in draft to this meeting and, for the purposes of identification, signed by the Chairman, be adopted and the directors be authorised to do all acts and things as they may consider appropriate to implement the Wincanton plc 2011 Executive Bonus Plan.

2. The Wincanton plc 2011 Special Option Plan

That the rules summarised in the circular accompanying the notice convening this General Meeting be approved and that such rules produced in draft to this meeting and, for the purposes of identification, signed by the Chairman, be adopted and the directors be authorised to do all acts and things as they may consider appropriate to implement the Wincanton plc 2011 Special Option Plan.

By Order of the Board

Stephen Williams

Company Secretary 27 June 2011 Wincanton plc, Registered in England & Wales under No. 4178808 Registered Office: Methuen Park Chippenham Wiltshire SN14 0WT

Notes

1 Only the holders of Ordinary Shares are entitled to attend the General Meeting and vote. A member entitled to attend, speak and vote may appoint a proxy or proxies to exercise all or any rights to attend, speak and vote on his or her behalf. A proxy need not be a shareholder. A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A Proxy Form is enclosed with this Notice of Meeting.

The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the General Meeting. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact 0870 707 1788 or www.investorcentre.co.uk/contactus.

2 To appoint a proxy either (a) the form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be sent to the Company's Registrars in accordance with the instructions on the form of proxy, or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 10 below, or (c) the proxy appointment must be registered electronically on the website in accordance with the instructions contained in the form of proxy, in each case so as to be received no later than 12.00 p.m. on Tuesday, 19 July 2011.

3 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the CA 2006 (nominated persons). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

4 The total number of issued Ordinary Shares in the Company on 27 June 2011, which is the latest practicable date before the publication of this document is 121,747,293, carrying one vote each on a poll. Therefore, the total numbers of votes exercisable as at 27 June 2011 are 121,747,293.

5 Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 6.00 p.m. on Tuesday, 19 July 2011 or, if the meeting is adjourned, at 6.00 p.m. on the day that is two days before the day fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

6 Each of the resolutions to be put to the meeting will be voted on by 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. It is also in line with recommendations made by the Shareholder Voting Working Group and Paul Myners in 2004. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.

7 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

8 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available at www.euroclear.com/site/public/EVI). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

9 In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Registrar (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in Note 2 above. 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 by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.

10 CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

11 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

12 The register of interests of the Directors in the shares of the Company and its subsidiaries will be available for inspection at the place of the General Meeting from 12:00 p.m. on Thursday, 21 July 2011 until the end of the meeting.

13 The Company has included on the Proxy Form a "Vote Withheld" option in order for shareholders to abstain on any particular resolution. Please note that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" the relevant resolution.

14 Any member attending the meeting has the right to ask questions.

The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

15 A copy of this notice and other information required by Section 311A of the CA 2006 can be found at www.wincanton.co.uk.

16 Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

17 The location of the General Meeting is the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN.

General Meeting Information

Time of the Meeting

The doors will be open at 12.00 p.m. and the General Meeting will start promptly at 12.00 p.m or if later immediately following the completion of the Annual General Meeting. If you are planning to attend the General Meeting, a map is printed on the reverse of the Attendance Card attached to the Form of Proxy, which accompanies this Notice.

Attending the General Meeting

If you are coming to the General Meeting, please bring your attendance card with you.

It authenticates your right to attend, speak and vote at the General Meeting and will speed your admission. You may find it useful to also bring this Notice of General Meeting and the Annual Report 2011 so that you can refer back to them at the General Meeting. All joint shareholders may attend and speak at the General Meeting. However, only the first shareholder listed on the Register of Members is entitled to vote. At the discretion of the Company, and subject to sufficient seating capacity, a shareholder may enter with one guest, provided that the shareholder and their guest register to enter the General Meeting at the same time.

Venue arrangements

For security reasons, all hand baggage may be subject to examination. Please note that laptop computers, recording equipment, cameras and similar such equipment may not be brought into the General Meeting.

Smoking is not permitted inside the offices of Buchanan Communications.

Please ensure that mobile telephones, pagers and Blackberries are switched off throughout the General Meeting.

Anyone accompanying a shareholder in need of assistance will be admitted to the General Meeting. If any shareholder with a disability has any question regarding attendance at the General Meeting, please contact the Company Secretary at Wincanton plc, Methuen Park, Chippenham, Wiltshire SN14 0WT by 16 July 2011.

Security

Security staff will be on duty to assist shareholders. The Company will not permit behaviour that may interfere with another person's security, safety or the good order of the General Meeting.

Enquiries

Computershare Investor Services PLC maintains the Company's share register. If you have any enquiries about the General Meeting or about your shareholding you should contact Computershare at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on 0870 707 1788, fax on 0807 703 6106 and TextPhone on 0870 702 0005.

Data protection statement

Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to whom it discloses the data may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.