Wincanton PLC — Proxy Solicitation & Information Statement 2023

Jun 5, 2023

Wincanton

Wincanton plc: Form of Proxy Annual General Meeting 12 July 2023

Notice of Availability – IMPORTANT, please read carefully You can now access the Annual Report and Accounts for the financial year ended 31 March 2023 and Notice of Annual General Meeting at www.wincanton.co.uk/investors/ results-reports-and-presentations/ You can submit your proxy online at www.sharevote.co.uk

The Annual General Meeting of Wincanton plc will be held at 1 Cornhill, London, EC3V 3ND on Wednesday 12 July 2023 at 11.00 am. This year, we will be holding our AGM as an in-person event.

HOW TO VOTE YOUR SHARES AT THE AGM

If you would like to vote at the AGM, you can either:

• Attend in person and vote at the meeting.
• Vote online. You can vote online at www.sharevote.co.uk by following the on-screen instructions; you will need the Voting ID, Task ID and your shareholder reference noted below.
• Appoint a proxy who will vote at the meeting on your behalf. To appoint a proxy who will vote at the meeting on your behalf please complete and return the Form of Proxy below. Guidance notes are on the reverse of the Form of Proxy and in the Notice of Meeting.
• Shareholders who have already registered with Equiniti Registrars’ online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user ID and password.
• CREST Members may appoint a proxy using the procedure described within the CREST manual. 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 Registrar.

Wincanton plc: Form of Proxy Annual General Meeting 12 July 2023

Voting ID	Task ID			Shareholder Reference Number	Product ID
					5330-0008

To lodge your votes by mail detach, complete and return this form in the enclosed business reply envelope to be received no later than 11.00 am on Monday 10 July 2023. Please indicate your vote by marking the boxes below in black ink like this ☑

Resolution	For	Against	Vote withheld
ORDINARY RESOLUTIONS	☐	☐	☐
1. Receive the Annual Report & Accounts	☐	☐	☐
2. Approve the Directors’ Remuneration Report	☐	☐	☐
3. Approve the Directors’ Remuneration Policy	☐	☐	☐
4. Approve the final dividend	☐	☐	☐
5. Elect Tom Hinton as a Director	☐	☐	☐
6. Re-elect Gill Barr as a Director	☐	☐	☐
7. Re-elect Anthony Bickerstaff as a Director	☐	☐	☐
8. Re-elect Mihiri Jayaweera as a Director	☐	☐	☐
9. Re-elect Debbie Lentz as a Director	☐	☐	☐
10. Re-elect Stewart Oades as a Director	☐	☐	☐
11. Re-elect Sir Martin Read CBE as a Director	☐	☐	☐
12. Re-elect James Wroath as a Director	☐	☐	☐
Resolution	For	Against	Vote withheld
---	---	---	---
13. Re-appoint BDO LLP as Auditor	☐	☐	☐
14. Authorise the Directors to determine the Auditor’s remuneration	☐	☐	☐
15. Authorise the giving of political donations	☐	☐	☐
16. Grant the Directors authority to allot shares in the Company	☐	☐	☐
SPECIAL RESOLUTIONS	☐	☐	☐
17. Approve the introduction of a new Long Term Incentive Plan	☐	☐	☐
18. Approve the introduction of a new Deferred Share Bonus Plan	☐	☐	☐
19. Disapply pre-emption rights	☐	☐	☐
20. Authorise market purchase of shares	☐	☐	☐
21. Authorise holding general meetings on 14 clear days’ notice	☐	☐	☐

Please tick here if this proxy appointment is one of multiple appointments being made. ☐

I/We being shareholder(s) of Wincanton plc (the Company) hereby appoint the Chair of the meeting, or

Insert name of proxy

as my proxy to vote on my behalf at the Annual General Meeting of the Company to be held on Wednesday 12 July 2023 and at any adjournment thereof. In respect of the resolutions referred to in the Notice of Meeting, I/we instruct my/our proxy to vote as indicated.

Signed

Dated

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2023 AGM venue

The Annual General Meeting of Wincanton plc will be held at 1 Cornhill, London, EC3V 3ND on Wednesday 12 July 2023 at 11.00 am. This year, we will be holding our AGM as an in-person event.

Please tear along the dotted line

Explanatory notes relating to the completion of the Form of Proxy

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM. A member so entitled may appoint one or more proxies, who need not be a member to attend, speak and vote on his/her behalf.

2. If you wish to appoint someone other than the Chair of the meeting as your proxy, please insert his/her name and delete 'the Chair of the AGM or'.

3. You may appoint more than one proxy in relation to your shareholding provided that each proxy is appointed to execute rights attached to a different share or shares. You must complete a separate Form of Proxy for each proxy appointed. You may copy this form or (an) additional Form(s) of Proxy may be obtained by contacting the Company's Registrar, Equiniti, on +44 (0) 371 384 2272 (Lines open 8.30 am to 5.30 pm, Monday to Friday excluding UK public holidays)]. Please indicate in the box next to the proxy holder's name the number of shares in relation to which he/she is authorised to act as your proxy. Please also indicate by ticking the additional box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned to Equiniti together in the reply paid envelope provided.

4. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she withholds a vote on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the AGM.

5. The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, 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' a resolution.

6. A corporation must seal the Form of Proxy or have it signed by an officer, an attorney or another person authorised to sign it.

7. In the case of joint holders, only one need sign the Form of Proxy. If more than one Form of Proxy is received in respect of a joint holding, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand on the Register of Members in respect of the joint holding.

8. To be valid, the Form of Proxy must reach the Company Registrar, Equiniti, by no later than 11.00 am on Monday 10 July 2023 or, if the AGM is adjourned, 48 hours (excluding non-working days) before the time of the adjourned AGM. The appointment of a proxy does not prevent a member from attending the AGM and voting in person.

9. You may appoint your proxy online. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown overleaf will be required to complete the procedure. The appointment of a proxy online will not be valid if received after 11.00 am on Monday 10 July 2023 or, if the AGM is adjourned, 48 hours (excluding non-working days) before the time of the adjourned AGM.

10. The CREST electronic proxy appointment service is available for this AGM. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST Manual, so as to reach the Company's Registrar, Equiniti (CREST participant ID RA19), by no later than 11.00 am on Monday 10 July 2023 or, if the AGM is adjourned, 48 hours (excluding non-working days) before the time of the adjourned AGM. Institutional investors may be able to use Proxymity to lodge their vote. For further details please see the Notice of Meeting.

11. Certain items will not be permitted in the AGM. These include cameras, recording equipment, items of any nature with potential to cause disorder and such other items as the Chair of the AGM may specify. We reserve the right to confiscate these items for the duration of the AGM if they are used to record or otherwise disrupt the AGM.