Clarkson : Notice of 2024 AGM

Notice of 2024

Annual General

Meeting ('AGM')

to be held at 12 noon on Thursday 9 May 2024

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other professional advisor authorised under the Financial Services and Markets Act 2000 or, if you reside outside the United Kingdom, another appropriately authorised advisor.

If you sell or have sold or otherwise transferred all of your shares in Clarkson PLC, please pass this document, together with the accompanying documents (except any personalised Form of Proxy, if applicable), to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Clarkson PLC is inviting shareholders to join and participate in the 2024 AGM to be held electronically by video webcast.

The guide for electronic participation can be found on pages 8 and 9 in this Notice of Meeting and the meeting website link (https://web.lumiagm.com/176-296-907) and your unique Shareholder Reference Number ('SRN') and PIN, which will be needed to join the meeting, can all be found on the Form of Proxy.

Whether or not you propose to join the AGM electronically, we would encourage you to complete and submit a Form of Proxy before the meeting. Forms of Proxy must be received by the Company's registrar, Computershare,

by no later than 12 noon on Tuesday 7 May 2024 at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or otherwise in accordance with the instructions found on pages 10 and 11 of this document. Completion of a Form of Proxy will not prevent members from joining the video webcast and voting electronically during the meeting should they wish to do so.

For your information

Dividend payments

We have changed the way we pay dividends to shareholders and no longer pay dividends by cheque.

If you have not already done so, you will need to provide our registrar, Computershare, with bank or building society details as soon as possible in order to have your dividends paid directly to your bank or building society account. Shareholders recorded on the register as receiving dividend payments by cheque have previously been contacted by Computershare. You will need to take the required action by selecting the appropriate option as set out in the Computershare notification. If you would like further information, please contact Computershare on +44 (0)370 707 1055. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales).

Shareholder communications

As part of your shareholding with the Company you will receive various communications, such as this Notice of Meeting and the Annual Report. If you haven't already done so, we encourage you to switch to accessing shareholder information online. You can do this by registering for an account at www.investorcentre.co.uk and signing up to electronic communications. By signing up to electronic communications, you will be assisting the Company with its commitment to the environment and cost control.

Notice is hereby given that the 2024 AGM of shareholders of the Company will be held electronically by video webcast at 12 noon on Thursday 9 May 2024. The business of the AGM will be to consider and, if thought fit, to approve the following resolutions, of which numbers 1 to 14 (inclusive) will be proposed as ordinary resolutions and numbers 15 to 17 (inclusive) will be proposed as special resolutions.

Ordinary resolutions

Annual Report

1. To receive the Annual Report for the Company for the year ended 31 December 2023, including the reports of the Directors and Auditor.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report set out on pages 128 to 141 of the Annual Report for the year ended 31 December 2023.

Dividend

3. To declare a final dividend of 72 pence per ordinary share in respect of the year ended 31 December 2023.

Directors

1. To re-elect Laurence Hollingworth as a Director of the Company.
2. To re-elect Andi Case as a Director of the Company.

6. To re-elect Jeff Woyda as a Director of the Company.

1. To re-elect Martine Bond as a Director of the Company.
2. To re-elect Sue Harris as a Director of the Company.
3. To re-elect Dr Tim Miller as a Director of the Company.
4. To re-elect Heike Truol as a Director of the Company.

Auditor

1. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
2. To authorise the Board to determine the remuneration of the Auditor of the Company.

Directors' authority to allot shares

13. That:

1. the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:
2. 1. allot shares and grant rights to subscribe for or convert any security into shares in the Company:
   2. 1. up to an aggregate nominal amount of £2,561,855 (which shall be the 'first section 551 amount' for the purposes of the Company's Articles of Association); and
      2. comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £5,123,710 (which shall be the 'second section 551 amount' for the purposes of the Company's Articles of Association) (including within such limit
         any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:

1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

1. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, as permitted by the rights of those securities;
   and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on the date which falls 15 months after the date

of this resolution); and

1. 1. make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;
2. subject to paragraph (c), all existing authorities given to the Directors pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and
3. paragraph (b) shall be without prejudice to
   the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Notice of Annual General Meeting ('AGM') continued

Political donations

14. That, in accordance with Part 14 of the Companies Act 2006, the Company, and those companies that are subsidiaries of the Company at any time during the period for which this resolution has effect, be and are hereby authorised during the period commencing on the passing of this resolution and ending at the conclusion of the Company's next annual general meeting to:

1. make political donations to political parties and/or independent election candidates;
2. make political donations to political organisations other than political parties; and
3. incur political expenditure,

provided that, in each case, any such donations and expenditure incurred by the Company and its subsidiaries shall not exceed £10,000, and that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £10,000.

Words and expressions which are defined in Part 14 of the Companies Act 2006 shall have the same meaning for the purpose of this resolution.

Special resolutions

Disapplication of pre-emption rights

15. That, subject to the passing of resolution 13 above, and in place of all existing powers given to them, the Directors be generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by resolution 13 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on the date which falls 15 months after the date of this resolution), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
2. shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 13(a)(i)(B), by way of a rights issue only):
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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

1. in the case of the authority granted under resolution 13(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of £768,556 (which shall be the 'section 561 amount' for the purposes of the Company's Articles
   of Association).

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 13 above' were omitted.

Authority to purchase own shares

16. 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 its ordinary shares of 25 pence each, provided that:

1. the maximum number of ordinary shares of 25 pence each that may be purchased is 3,074,226;
2. the minimum price (exclusive of expenses) which may be paid for each ordinary share is 25 pence;
3. the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be the higher of:
4. 1. an amount equal to 5% above the middle market value of an ordinary share (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
   2. an amount equal to the higher of (1) the price of the last independent trade of an ordinary share; and (2) the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
5. unless previously renewed, revoked or varied, this authority shall expire on the conclusion of the Company's next annual general meeting or
   18 months from the date of passing this resolution, whichever is earlier; and
6. the Company may make a contract or contracts
   to purchase ordinary shares before the expiry of this authority, and conclude such contract or contracts in whole or in part after the expiry of this authority.

General meeting notice period

17. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board:

Deborah Abrehart

Group Company Secretary 21 March 2024

Registered office Clarkson PLC Commodity Quay St Katharine Docks London E1W 1BF

Registered number

01190238

At the AGM there are 17 resolutions which shareholders will be asked to consider and, if thought fit, approve. An explanation of each resolution is given below. Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions. An ordinary resolution requires more than 50% of votes cast to be in favour of it for the resolution to be passed. Resolutions 15 to 17 (inclusive) are proposed as special resolutions. A special resolution requires at least 75% of votes cast to be in favour of it for the resolution to be passed.

Ordinary resolutions

Resolution 1: Annual Report

The Directors present the Strategic Report, Directors' Report, audited accounts and the independent external Auditor's Report in respect of the year ended 31 December 2023 to the AGM. These documents are included in the 2023 Annual Report, which is available on the Company's website at www.clarksons.com.

Resolution 2: Directors' Remuneration Report

All UK-listed companies are required to put their Directors' Remuneration Report (excluding the Directors' Remuneration Policy) to shareholders on an annual basis. This is set out on pages 128 to 141 of the 2023 Annual Report and includes:

• the Remuneration Committee Report (page 128);
• a statement by Dr Tim Miller, the Chair of the Remuneration Committee (pages 129 to 131); and
• the Annual Report on Remuneration (pages 132 to 141).

The Annual Report on Remuneration sets out details of the implementation of the Company's existing Directors' Remuneration Policy (the 'Policy'). This includes the terms of payments and share awards made to the Directors in connection with their performance and that of the Company in respect of the year ended 31 December 2023.

The resolution to approve these items is an advisory vote only and does not impact on the actual remuneration paid to any Director.

The existing Policy was approved by shareholders at the 2023 AGM. The full Policy, as approved by shareholders at the 2023 AGM, can be found on pages 131 to 137 of the 2022 Annual Report on the Company's website

at www.clarksons.com.

Resolution 3: Dividend

A final dividend can only be paid if approved by members at a general meeting. If approved, the final dividend will be paid on 24 May 2024 to members on the register as at the close of business on 10 May 2024 and, with the interim dividend of 30 pence per ordinary share, will result in a total dividend for the year ended 31 December 2023 of 102 pence per ordinary share.

Resolutions 4 to 10 (inclusive): Re-election of Directors In accordance with the UK Corporate Governance Code (the 'Code') and the Company's Articles of Association, Directors appointed by the Board are subject to election by shareholders at the first AGM following their appointment, and subject to annual re-electionthereafter. All Directors, with the exception of Birger Nergaard, are offering themselves for re-election.The biography of each Director proposed for re-electionis set out at appendix 1. The biographies demonstrate the specific reasons why their contribution is, and continues to be, important to the Company's long-termsustainable success.

Prior to confirming that each Director should be proposed for re-election, the following factors were considered by the Nomination Committee:

• At the end of 2023, the Board formally reviewed the performance of each Director and determined that they each continue to perform effectively and make a valuable contribution to the Board.
• In early 2024, the Nomination Committee reviewed the time commitment demonstrated by each Non-Executive Director (including attendance at Board meetings) and was satisfied that this was in line with the requirement set out in their letters of appointment, and sufficient to discharge their duties. The external directorships and other commitments of the Non-Executive Directors were also taken into account when making this assessment.
• The independence of the Non-Executive Directors was reviewed by the Nomination Committee in early 2024, taking into account the circumstances which are likely to impair or could impair their independence as set out in Provision 10 of the Code. The Nomination Committee concluded that the Directors proposed for re-election at resolutions 4 and 7 to 10 (inclusive) are and remain independent.

Taking account of each of these factors, as well as

the balance of skills, knowledge and experience on the Board as a whole, the Board approved the Nomination Committee's recommendation that each Director should be proposed for re-election by shareholders at the AGM.

Resolutions 11 to 12: Reappointment and remuneration of Auditor

The Company is required to appoint an independent auditor at each general meeting at which accounts are laid, to hold office until the conclusion of the next such general meeting. Following the recommendation from the Audit and Risk Committee, resolution 11 proposes the reappointment of the Company's existing Auditor, PricewaterhouseCoopers LLP, whilst resolution 12 seeks authorisation for the Board to set the external Auditor's remuneration. This authority will be delegated to the Audit and Risk Committee.

Resolution 13: Authority to allot shares Under section 551 of the Companies Act 2006,

the Directors may only allot shares or grant rights to subscribe for, or convert any securities into, shares if authorised to do so by the shareholders. The section 551 authority conferred on the Directors at last year's AGM expires on the date of the 2024 AGM. Resolution 13 gives the Directors a new section 551 authority.

If the resolution is passed, the authority will expire at the conclusion of the Company's next AGM in 2025 or, if earlier, at the close of business on the date which falls 15 months after the date of this resolution.

Paragraph (A) of this resolution would provide the Directors with authority to allot ordinary shares, and grant rights to subscribe for, or convert any security into, shares, up to

a maximum nominal amount of £2,561,855 which represents approximately one-third of the Company's issued share capital (excluding treasury shares) as at 21 March 2024, being the latest practicable date prior to the publication of this Notice of AGM.

In line with the Share Capital Management Guidelines published by the Investment Association, paragraph (B) would give the Directors authority to allot ordinary shares, and grant rights to subscribe for, or convert any security into, shares, in connection with a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical problems) up to a maximum nominal amount of £5,123,710, which represents approximately two-thirds of the Company's issued share capital as at 21 March 2024, being the latest practicable date prior to the publication of this Notice of AGM.

Other than in connection with the Company's various share-based plans for employees, the Board has no present intention to exercise this authority. However, it is considered prudent to maintain the flexibility that this authority provides. The Directors intend to seek renewal of this authority annually.

Resolution 14: Political donations

The Companies Act 2006 requires companies to seek shareholder approval for donations to political parties, independent candidates and other political organisations, and for other political expenditure that exceeds £5,000 in aggregate in any 12-month period.

Whilst the Company does not make, or intend to make, political donations and/or incur political expenditure, these terms are defined very widely in the Companies Act 2006 and could inadvertently catch activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Therefore, to avoid inadvertently breaching legislation, shareholder approval is being sought as a precautionary measure to allow the Company and its subsidiaries to incur political expenditure up to a maximum aggregate amount of £10,000 over the period set out in the resolution. Political donations made or political expenditure incurred will be disclosed in the Company's 2023 Annual Report, as required by the Companies Act 2006.

There were no political donations made nor political expenditure incurred in 2023.

Special resolutions

Resolution 15: Disapplication of pre-emption rights If the Directors wish to allot shares, or grant rights to subscribe for, or convert securities into, shares, or sell treasury shares for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their holdings. There may be occasions when the Directors need the flexibility to finance business opportunities by allotting shares without

1. pre-emptiveoffer to existing shareholders, and this can be done if the shareholders have first given a limited waiver of their pre-emption rights.

Resolution 15 asks shareholders to grant this limited waiver.

The resolution contains a two-part waiver. The first is limited to the allotment of shares for cash in connection with a rights issue to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders. The second is limited to the allotment of shares for cash up to an aggregate nominal value of £768,556 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which represents approximately 10% of the issued ordinary share capital as at 21 March 2024 (the latest practicable date before publication of this Notice of AGM). This resolution is made in accordance with the Pre-Emption Group's updated Statement of Principles, published in November 2022.

If the resolution is passed, this waiver will expire at the conclusion of the Company's next AGM in 2025 or, if earlier, at the close of business on the date which falls 15 months after the date of passing this resolution. Renewal of this authority is sought at the AGM annually.

Resolution 16: Purchase of own shares

The resolution would give the Company authority

to purchase its own shares in the market, as permitted by the Companies Act 2006. The authority limits the number of shares that could be purchased to a maximum of 3,074,226 ordinary shares of 25 pence each, being 10% of the Company's issued share capital as at 21 March 2024, the latest practicable date prior to the publication of this Notice of AGM.

The Board has no current intention to exercise this authority, but the authority provides the flexibility to allow them to do so in the future. The authority would only be exercised by the Board when, taking into account the overall financial position of the Company and prevailing market conditions, to do so would be in the best interests of the Company, and of its shareholders as a whole, and could be expected to result in an increase in earnings per share.

The resolution specifies the minimum and maximum prices at which shares may be purchased. Any shares purchased under this authority may be cancelled or held as treasury shares. Treasury shares may be subsequently cancelled, sold for cash or used to satisfy options issued to employees pursuant to a share scheme.

If given, this authority will expire at the Company's next AGM in 2025 or 18 months from the date of passing this resolution, whichever is earlier. The Company intends to seek renewal of this authority annually.

As at 21 March 2024, the latest practicable date prior to the publication of this Notice of AGM, the total number of options outstanding to subscribe for ordinary shares was 583,657. The total number of options outstanding represents approximately 1.90% of the Company's issued share capital (excluding treasury shares), and approximately 2.11% of the Company's issued share capital (excluding treasury shares) if the full authority proposed under this resolution 16 was used and the shares purchased were cancelled.

Resolution 17: Notice of general meetings

Under the Companies Act 2006, the notice period required for general meetings is 21 clear days, however, shareholders can approve a shorter notice period (other than for AGMs), as long as this is not less than 14 clear days' notice.

In order to maintain flexibility for the Company, resolution 17 proposes that this shorter notice period be approved by shareholders. The shorter notice period would not be used as a matter of routine for general meetings, only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. A full explanation will be provided if it is deemed necessary to call a meeting on 14 clear days' notice in the future, and the Company undertakes to meet the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009 before calling a general meeting on 14 clear days' notice. If given, the approval will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.

Appendix 1

Biographies of the Directors (resolutions 4 to 10 inclusive)

Skills and expertise

Previously a senior leader in investment banking, Laurence brings significant capital markets experience to Clarksons which positions him well to guide the development of the Financial business and wider strategy. Laurence has a strong understanding of broking and the relationship-led environment in which Clarksons operates, having been responsible for client relationship management with some of JP Morgan's most high-profile clients. This experience gave him broad exposure to different leadership styles and board dynamics, developing the ideal skillset to provide oversight and constructive challenge in the boardroom.

Career experience

Laurence's 37-year career in stockbroking with Cazenove and latterly JP Morgan saw him hold several senior leadership roles including Head of UK Investment Banking, Head of EMEA Industry Coverage and finally as Vice Chairman for Equity Capital Markets EMEA.

Principal external appointments

• Chairman of ABM Communications Limited
• Non-ExecutiveDirector of Atom Bank plc
• Chairman of Molten Ventures plc

Andi Case

Chief Executive Officer

Skills and expertise

Having worked in shipbroking his entire career, Andi brings to the Board extensive knowledge and experience of global integrated shipping services. He is recognised in the market as an industry leader. His detailed knowledge of Clarksons' operations, combined with his commitment to drive the strategy, make him ideally placed to inspire and lead

the Group.

Career experience

Andi joined Clarksons in 2006 as Managing Director of the Group's shipbroking services. His shipbroking career began with C W Kellock & Co and later the Eggar Forrester Group. Prior to Clarksons, he was with Braemar Seascope for 17 years.

Principal external appointments

None

Jeff Woyda

Chief Financial Officer & Chief Operating Officer

Skills and expertise

Jeff's broad-based experience across a number of disciplines makes him ideally placed to perform the roles of both Chief Financial Officer and Chief Operating Officer. In addition to his strong background in finance, Jeff has an impressive track record in managing and delivering across broking, corporate finance, IT implementation and software development, HR and regulatory compliance. His career has spanned both publicly-listed and private companies, as well as regulated industries. He is also the Board member responsible for ESG matters and the Chairman of Maritech, the SaaS provider of the Sea platform.

Career experience

Before joining Clarksons, Jeff spent 13 years at the Gerrard Group PLC, where he was a member of the executive committee and Chief Operating Officer of GNI. Jeff began his career with KPMG and is a Fellow of the Institute of Chartered Accountants.

Principal external appointments

• Chair of The Clarkson Foundation
• Non-ExecutiveChair and Director of the International Transport Intermediaries Club Limited
• Senior Independent Director and Chair of both the Remuneration and Audit Committees of Lok'n Store Group plc

Skills and expertise

Martine brings a wealth of knowledge in electronic trading, risk management and technology solutions. This experience, together with her track record of innovation, business growth and client acquisition, make her ideally placed to contribute to Clarksons' strategy to grow its technology business.

Career experience

Martine has over 25 years' experience in the financial services industry at State Street, Morgan Stanley, JP Morgan and Goldman Sachs. She is currently the Executive Vice President, Head of Global Markets for Europe, Middle East and Africa (EMEA) as well as running the electronic trading solutions within State Street. Martine has significant board experience across legal entities in Europe, North America and Asia. She studied business management at Queensland University of Technology in Brisbane, Australia.

Principal external appointments

• Executive Vice President, Head of State Street Global Markets in EMEA and Head of GlobalLink

Skills and expertise

Sue brings significant financial, risk management and corporate development experience to her role at Clarksons, gained through senior roles across listed companies in financial services and retail. She has extensive leadership and boardroom experience, having held a number of senior executive and non-executive roles across a broad range of sectors. Sue is a seasoned audit committee chair,

and a qualified chartered management accountant.

Career experience

In addition to Sue's current non-executive roles, she was formerly a Non-Executive Director of Abcam plc. Sue previously chaired the Audit and Assurance Council at the Financial Reporting Council and was a member of the Codes and Standards Committee. She has held a number of senior executive positions at FTSE 100 businesses, including as Divisional Finance Director and Group Audit Director for Lloyds Banking Group. Prior to this, Sue held roles including Managing Director for Finance at Standard Life and Group Treasurer and Head of Corporate Development for Marks & Spencer.

Principal external appointments

• Non-ExecutiveDirector and Chair of the Values and Ethics Committee of The Co-operative Bank p.l.c.
• Non-ExecutiveDirector of The Co-operative Bank Finance p.l.c.
• Non-ExecutiveDirector of The Co-operative Bank Holdings Limited
• Non-ExecutiveDirector and Chair of the Audit Committee of FNZ (UK) Limited
• Non-ExecutiveDirector of Schroder & Co. Limited and Chair of the Audit and Risk Committee of the Wealth Management Division
• Independent Director of Barclays Pension Funds Trustees Limited

Committee membership

Skills and expertise

Dr Tim Miller has over 30 years' experience working in large-scale people businesses with significant international operations. Whilst Tim has extensive experience of HR and remuneration matters gained in

his executive and non-executive career, his executive roles also gave him exposure across a broad remit including compliance, audit, assurance, financial crime, property and legal. Tim has a proven track record serving as a non-executive director and remuneration committee chair in listed companies. Together with his HR background, this experience is extremely relevant to his role at Clarksons, which includes the role of Chair of the Trustees of the staff pension schemes.

Career experience

The majority of Tim's executive career was within regulated industries, including roles at Glaxo Wellcome and latterly Standard Chartered, with global responsibility for a wide variety of business services. He was previously a Non-Executive Director and Chair of the Remuneration Committee at Michael Page Group plc, Non-Executive Director and Chair of the Remuneration Committee of Scapa Group plc, Non-Executive Director and Chair

of the Remuneration Committee at Equiniti Group plc, Non-Executive Director at Equiniti Financial Services Limited, and a Non-Executive Director at Otis Gold Corp.

Principal external appointments

None

Skills and expertise

Heike has an in-depth knowledge of the dry bulk market and as a result she is well positioned to bring valuable client perspectives to her role. With a 20-year track record of both advising large global organisations from the outside as a management consultant as well as driving performance from within, Heike brings significant experience of strategy development and delivery to the Board. Heike serves as Clarksons' Employee Engagement Director.

Career experience

Heike was appointed as the Chief Strategy Officer for ALS Global, a global leader in providing testing solutions to clients in a wide range of industries, in November 2023. She was previously the Chief Commercial Officer for MineHub Technologies. Prior to that she gained 11 years' experience at Anglo American where she was Executive Head, Commercial Services until April 2020. On joining in 2009 as Group Head of Strategy she helped evolve the strategy function working closely with the CEO and executive committee. Heike later helped establish the Marketing business and had P&L responsibility for Anglo American's global shipping activity. Prior to Anglo American, Heike was a management consultant and held roles at Marakon Associates and Deloitte.

Principal external appointments

- Chief Strategy Officer for ALS Global

Appendix 2

Guide to joining the AGM

To attend and participate in the meeting electronically, please refer to the notes below and the user guide on pages 8 and 9.

1. Accessing the AGM

You can participate in the meeting by accessing the website https://web.lumiagm.com/176-296-907. The AGM can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone.

2. Logging in

When accessing the meeting platform, you will be asked to enter your unique Shareholder Reference Number ('SRN') and PIN. These can be found printed on your Form of Proxy. Access to the meeting will be available from 11am on 9 May 2024. Please note however that your ability to vote will not be enabled until the chair formally opens the meeting at 12 noon.

If you do not have your SRN and PIN, please contact the Company's registrar before 11am on 9 May 2024 on +44 (0)370 707 1055. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales).

3. Voting

Once the chair has formally opened voting, the list

of resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote. Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. Please note that there is no submit button.

To vote on all resolutions in the same way, select the 'vote all' option at the top of the screen. To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this whilst the poll remains open and before the chair announces its closure.

You can split your vote by first clicking the 'split voting' toggle above each resolution and typing the number of shares you wish to vote alongside each voting choice.

4. Procedures

To ask a question select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click the arrow icon to the right of the text box.

5. Requirements

An active internet connection is always required in order to allow you to cast your vote when the poll opens, ask questions and view the broadcast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

As well as having the latest internet browser installed, users must ensure their device is up to date with the latest software release.

6. Duly appointed proxies and corporate representatives To obtain the unique username and password that your proxy or corporate representative will need to join the meeting, please contact the Company's registrar before 11am on 9 May 2024 on +44 (0)370 707 1055. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales).