James Fisher and Sons plc - Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document and the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass them to the person who now holds the shares.

JAMES FISHER AND SONS PLC

(Incorporated in England and Wales under number 211475)

Notice of Annual General Meeting

to be held at 11:00 am on Wednesday 14 June 2023

Notice of Annual General Meeting 2023 - James Fisher and Sons plc

Contents

Letter to shareholders

01

Notice of Annual General Meeting

02

Notes

04

Explanatory notes

05

Appendix 1 - Directors' biographies

07

James Fisher and Sons plc - Notice of Annual General Meeting 2023

01

Letter to shareholders

Dear Shareholder

Notice of Annual General Meeting 2023 (AGM)

I am pleased to invite you to the AGM of James Fisher and Sons plc (the Company) to be held at the Abbey House Hotel & Gardens, Abbey Road, Barrow-in-Furness, LA13 0PA on Wednesday 14 June 2023 at 11:00 am.

We apologise for the regrettable delay in the publication of the Annual Report and Accounts and Notice of Annual General Meeting. However, the business has performed well during the first quarter of 2023 with revenue and profit above our internal Budget and well ahead of the prior year.

We consider the AGM to be an important part of our engagement with shareholders and we look forward to welcoming shareholders to attend the AGM in person. Refreshments will be available before and after the meeting. Anyone not able to attend the AGM in person should vote by proxy before the meeting.

Any shareholder who is unable to join us on the day but wishes to raise a question in connection with the business to be conducted at the AGM can do so by sending it by email to secretariat@james-fisher.co.uk by no later than 5:00 pm on 8 June 2023.

Your vote counts

Your vote is important to us - you can:

  • attend and vote at the AGM in person. Voting at the AGM will be conducted by way of a poll;
  • register your proxy vote electronically by logging on to our Registrar's website, www.signalshares.com, or by using the service offered
    by Euroclear UK & International Limited for members of CREST (as explained in note 6 on page 4); or
  • if you are an institutional investor you may also 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. For further information regarding Proxymity, please go to www.proxymity. io. Your proxy must be lodged by 11:00 am on 12 June 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting.

Please note that all proxy appointments must be received by our Registrar no later than 48 hours before the start of the AGM.

To reduce the Company's environmental impact, our intention is to remove paper from the voting process as far as possible and so a paper proxy form has not been issued this year. You can request a hard copy form as set out in note 2 on page 4.

The AGM voting results will be published on the Company's website at https://www.james-fiisher.com/investors/shareholder-centre/agm- information and released to the London Stock Exchange.

In 2022, all resolutions were passed at the meeting with votes ranging from 93 per cent to 100 per cent in favour.

Board changes

Having joined the Company in 2019, Eoghan O'Lionaird stepped down as Chief Executive Officer in early September 2022 and I would like to thank him for having steered us through a difficult period in the Company's history - including the significant challenges presented by the Covid-19 pandemic. His place as CEO was taken by Jean Vernet, whom I am delighted to welcome to the Board. Jean will stand for election by shareholders for the first time at this year's AGM, and his biography, as well as those of the Directors standing for re-election at the AGM, can be found on pages 7 and 8.

Changes to AGM arrangements

All shareholders are encouraged to monitor the Company's website https://www.james-fisher.com/investors/shareholder-centre/agm- information, where we will communicate any changes to the AGM arrangements, should the need arise.

Recommendation

Your Directors believe that all the proposals considered at the AGM are in the best interests of the Company and its shareholders as a whole, and recommend that the shareholders vote in favour of the resolutions. The Directors will be voting in favour of the resolutions in respect of their own shareholdings.

Yours faithfully

Angus Cockburn

Chairman

02

Notice of Annual General Meeting 2023 - James Fisher and Sons plc

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of James Fisher and Sons plc will be held at the Abbey House Hotel & Gardens, Abbey Road, Barrow-in-Furness, LA13 0PA on Wednesday 14 June 2023 at 11:00 am. You will be asked to consider and vote on the resolutions below. Resolutions 1 to 13 (inclusive) will be proposed as ordinary resolutions and Resolutions 14 to 17 (inclusive) will be proposed as special resolutions.

Ordinary Resolutions

Resolution 1

To receive the Annual Report and Accounts for the year ended 31 December 2022.

Resolution 2

To approve the Directors' Remuneration Report for the fiinancial year ended 31 December 2022, as set out on pages 94 to 110 of the Annual Report and Accounts (excluding the Directors' Remuneration Policy on pages 96 to 100 of the Annual Report and Accounts).

Resolution 3

To elect Mr J B Vernet as a Director of the Company.

Resolution 4

To re-elect Mr A G Cockburn as a Director of the Company.

Resolution 5

To re-elect Mr D Kennedy as a Director of the Company.

Resolution 6

To re-elect Ms A I Comiskey as a Director of the Company.

Resolution 7

To re-elect Mr J R Atkinson as a Director of the Company.

Resolution 8

To re-elect Dr I Braunschmidt as a Director of the Company.

Resolution 9

To re-elect Ms C L Hawkings as a Director of the Company.

Resolution 10

To re-elect Mr K P Pandya as a Director of the Company.

Resolution 11

To re-appoint KPMG LLP as auditor of the Company to hold offiice until the conclusion of the next AGM of the Company.

Resolution 12

To authorise the Audit Committee to determine the auditor's remuneration.

Resolution 13

That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for,

and convert any security into, shares in the Company (Rights) up to an aggregate nominal amount of £4,157,630 provided that this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and, that all authorities previously granted to the Directors to allot shares and grant Rights that remain unexercised at the conclusion of this meeting be and are hereby revoked.

James Fisher and Sons plc - Notice of Annual General Meeting 2023

Special Resolutions

Resolution 14

That subject to the passing of Resolution 13, the Directors be and are hereby given power to allot equity securities (as defiined in section 560 of the Companies Act 2006 (the Act)) of the Company for cash pursuant to the authority conferred by Resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash, in either case as if section 561(1) of the Act did not apply to such allotment or sale provided that this power shall be limited to:

  1. the allotment of equity securities in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders and other persons are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
  2. the allotment (otherwise than pursuant to sub-paragraph (a) above) to any person or persons of equity securities up to an aggregate nominal amount of £629,944,

and shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 15

That subject to the passing of Resolution 13, the Directors be and are hereby given power in addition to any authority granted under Resolution 14 to allot equity securities (as defiined in section 560 of the Companies Act 2006 (the Act)) for cash under the authority given by Resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash, in either case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

  1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £629,944; and
  2. used only for the purpose of fiinancing (or refiinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

and shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

03

Resolution 16

That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the Act) to make one or more market purchases (within the meaning of section 693(4) of the Act) of up to a maximum aggregate of 2,519,776 ordinary shares of 25p each in the capital of the Company at a price per share (exclusive of expenses) of not less than 25p and not more than an amount equal to the higher of (a) 105 per cent of the average of the middle market quotations for such ordinary share, for the fiive business days immediately preceding the day of purchase and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; unless previously renewed, revoked or varied, such authority will expire at the conclusion of the next AGM of the Company, or, if earlier, at the close of business on 30 June 2024 save that the Company may purchase ordinary shares at any later date where such purchase is pursuant to any contract or contracts made by the Company before the expiry of this authority.

Resolution 17

That any general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

Angus Cockburn

Chairman

9 May 2023

Registered office:

Fisher House, PO Box 4, Barrow-in-Furness, Cumbria, LA14 1HR. Registered in England and Wales under number: 211475

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James Fisher & Sons plc published this content on 12 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2023 14:16:10 UTC.