Wincanton PLC — Proxy Solicitation & Information Statement 2014

Jun 20, 2014

Wincanton

Computershare

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

Form of Proxy - Wincanton plc Annual General Meeting to be held on 16 July 2014

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.

Control Number: 912431
SRN:
PIN:

View the Annual Report online: www.wincanton.co.uk/investors/reports-and-presentations

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 Registrar at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 July 2014 at 1.00 pm.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).

2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0) 870 707 1788 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the Company's agent (ID number 3RAS0) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Company's agent is able to retrieve the message. 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.

6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0) 870 707 1788 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

7. Any alterations made to this form should be initialled.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

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.

SG149
118316_77496_RUN_ONS/000001/000001/SG149

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Wincanton plc to be held at the offices of Buchanan, 107 Cheapside, London EC2V 6DN on 16 July 2014 at 1.00 pm, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

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

Ordinary Resolutions	For	Against	Vote Withheld
1. That the financial statements and Reports of the Directors and of the auditor for the year ended 31 March 2014 be received and adopted.	☐	☐	☐
2. To approve the Directors' remuneration report and the Annual report on remuneration, other than the part containing the Directors remuneration policy, for the year ended 31 March 2014.	☐	☐	☐
3. To approve the Directors' remuneration policy.	☐	☐	☐
4. That Steve Marshall be re-elected as a Director of the Company.	☐	☐	☐
5. That Eric Born be re-elected as a Director of the Company.	☐	☐	☐
6. That Paul Venables be re-elected as a Director of the Company.	☐	☐	☐
7. That Adrian Colman be re-elected as a Director of the Company.	☐	☐	☐
8. That Richard Adam be elected as a Director of the Company.	☐	☐	☐
9. That David Radcliffe be re-elected as a Director of the Company.	☐	☐	☐
For	Against	Withheld
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10. That Martin Sawkins be re-elected as a Director of the Company.	☐	☐
11. That KPMG LLP are re-appointed as auditor of the Company.	☐	☐
12. That the Directors be authorised to determine the auditor's remuneration.	☐	☐
13. That the Company is authorised to make donations to political organisations up to a limit of £25,000.	☐	☐
14. That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares.	☐	☐

Special Resolutions

Special Resolutions
15. That subject to the passing of Resolution 14 above, the Directors be empowered to allot equity securities wholly for cash.
16. That the Company be generally and unconditionally authorised to make market purchases of Ordinary Shares in the Company.
17. That a general meeting of the Company other than an AGM may be called on not less than 14 clear days' notice.

Ordinary Resolution

Ordinary Resolution
18. That the Wincanton plc Long Term Incentive Plan be approved.

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

DD/MM/YY

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).

H773

WCT

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