Form of Proxy for use at the Annual General Meeting to be held on Tuesday, 30 April 2024. You can submit your proxy electronically atwww.sharevote.co.ukusing the numbers below:

Form of Proxy for use at the Annual General Meeting of Rotork plc (the 'Company') to be held in the Brunel Suite, Bailbrook House Hotel, Eveleigh Avenue, London Road West, Bath, Somerset BA1 7JD on Tuesday, 30 April 2024 at 12 noon ('AGM' or 'Meeting').

I/We being a member/members of the Company entitled to receive notice, attend and vote at general meetings of the Company, hereby appoint the Chair of the Meeting or

(note 4) as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the AGM and at any adjournment thereof in relation to the resolutions specified in the Notice of AGM (the 'Resolutions') and any other business (including adjournments and amendments to the Resolutions) which may properly come before the Meeting or any adjournment thereof.

Box 1

Box 2

Please insert an 'X' here if this proxy appointment is one of multiple proxy appointments being made (note 3)

RESOLUTIONS

  • 1. To receive the Company's Annual Report and audited accounts for the year ended 31 December 2023 together with the reports of the directors and auditor

  • 2. To declare a final dividend of 4.65p per ordinary share

  • 3. To approve the Directors' Remuneration Report

  • 4. To re-elect TR Cobbold as a director

  • 5. To elect AJ Heath as a director

  • 6. To re-elect KT Huynh as a director

  • 7. To re-elect KFS Meurk-Harvey as a director

  • 8. To elect B Peacock as a director

  • 9. To re-elect JE Stipp as a director

  • 10. To re-elect DC Thompson as a director

Voting ID

Task ID

Shareholder ref. no.

Number of shares to which this proxy appointment relates (note 2)

VOTE WITHHELD

DISCRETIONARYFORVOTE WITHHELD

DISCRETIONARYAGAINST

(NOTE 5)

RESOLUTIONS

FORAGAINST

(NOTE 5)

  • 11. To appoint KPMG LLP as auditor of the Company

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

  • 13. Authority to make political donations

  • 14. Authority for the directors to allot shares

  • 15. General authority to disapply pre-emption rights

  • 16. General authority to disapply pre-emption rights for acquisitions/capital investments

  • 17. Authority to purchase own ordinary shares

  • 18. Authority to purchase own preference shares

  • 19. Notice period for general meetingsDate

Signed

ATTENDANCE CARD

Rotork plc's (the 'Company') Annual General Meeting ('AGM' or 'Meeting') to be held on Tuesday, 30 April 2024 at 12 noon in the Brunel Suite, Bailbrook House Hotel, Eveleigh Avenue, London Road West, Bath, Somerset BA1 7JD.

SHAREHOLDER REFERENCE NUMBER

If you are attending the AGM, please bring this card with you and hand it to the Company's registrars, Equiniti, on arrival; this will help us to speed up your admission.

NOTICE OF AVAILABILITY - Important; please read carefully.

You can now access the 2023 Annual Report and Accounts and Notice of Annual General Meeting 2024 ('Notice of AGM') atwww.rotork.comin the investors section. You can submit your proxy online atwww.sharevote.co.ukusing the details on the Form of Proxy below. You are advised to read the full Notice of AGM before deciding how to vote. It is also recommended that you read the full 2023 Annual Report and Accounts.

Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a member of the Company, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting.

  • 2. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in Box 1 the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

  • 3. To appoint more than one proxy, additional Forms of Proxy may be obtained by contacting the Company's registrars' helpline on +44 (0) 371 384 2280* or you may photocopy this form. Please indicate in Box 1 the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by inserting an 'X' in Box 2 if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.

  • 4. A member wishing to appoint someone other than the Chair of the Meeting as his or her proxy (who need not be a member of the Company) should insert that person's name in the space provided in substitution for the reference to 'the Chair of the Meeting' (and delete that reference) and initial the alteration. However, we advise shareholders to appoint only the Chair of the Meeting (and not any named individual) as their proxy as this will ensure that your votes are cast in accordance with your wishes.

  • 5. Please indicate by inserting an 'X' in the appropriate box how you wish your vote to be cast on the resolutions. If you mark the box 'vote withheld', it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution. If you mark the box 'discretionary', or fail to select any of the given options, the proxy can vote as he or she chooses or can decide not to vote at all.

  • 6. To be valid, this Form of Proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority must be received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 12 noon on Friday, 26 April 2024. You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio atwww.shareview.co.ukand following the on-screen instructions. You will need your Shareholder Reference Number shown on this form of proxy. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 12 noon on Friday, 26 April 2024.

  • 7. The appointment of a proxy will not preclude a member from attending the Meeting and voting in person but if he or she does so, this proxy appointment will terminate automatically.

  • 8. In the case of a company, this Form of Proxy must be executed under the common seal or signed on its behalf by an officer or attorney of the company.

  • 9. In the case of joint holders, the proxy appointment of the most senior holder will be accepted to the exclusion of any appointments by the other joint holders. For this purpose, seniority is determined by the order in which the names are stated on the register of members of the Company in respect of the joint holding.

  • 10. Any alterations made to this Form of Proxy should be initialled.

11. A member wishing to change his or her proxy instructions should submit a new proxy appointment using the methods set out in note 6 above. A member who requires another Form of Proxy should contact the Company's registrars' helpline on + 44 (0) 371 384 2280*. The time limits for proxy appointments in note 6 also apply to changes to proxy instructions. Any change to proxy instructions received after that time will be disregarded. If a member submits more than one valid proxy appointment, the appointment received last before the time limit in note 6 will take precedence.

  • 12. A member wishing to revoke his or her proxy appointment should do so by sending a notice to that effect to the Company's registrars to the address set out in note 6. The revocation notice must be received by the Company's registrars by the time limit set out in note 6. Subject to note 6, any revocation notice received after this time will not have effect.

  • 13. To appoint a proxy or to amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID RA19) by 12 noon on Friday, 26 April 2024. 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. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsor or voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. 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.

  • 14. 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 Company's registrars. For further information regarding Proxymity, please go towww.proxymity.io. Your proxy must be lodged by 12 noon on Friday, 26 April 2024 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

  • 15. If you are a person who has been nominated by a member to enjoy information rights in accordance with Section 146 of the Companies Act 2006, you do not have the right to appoint a proxy but you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the Meeting. If you do not have such a right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

  • 16. Each of the resolutions to be put to the Meeting will be voted on by poll and not by show of hands. 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.

  • 17. If you prefer, you may return the Form of Proxy to the registrars in an envelope addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. Please note that delivery using this service can take up to five business days.

*Lines are open 8.30 am to 5.30 pm, Monday to Friday.

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Rotork plc published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 14:12:35 UTC.