DCC : Letter from the Chairman and Notice of the 2023 Annual General Meeting

DCC plc

Letter from the Chairman

and Notice of the Forty-Seventh Annual General Meeting

to be held on Thursday, 13 July 2023 at 2.00 p.m. in The Powerscourt Hotel, Powerscourt Estate, Enniskerry, Co. Wicklow, A98 DR12, Ireland.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other professional adviser, who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act, 1995 or the European Communities (Markets in Financial Instruments) Regulations 2017 or, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 (as amended) of the United Kingdom or, if you are in a territory outside Ireland or the United Kingdom, from another appropriately authorised professional adviser.

If you have sold or transferred all your ordinary shares in DCC plc, please forward this document and the Form of Proxy at once to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have recently sold part of your holding of ordinary shares in DCC plc, please contact immediately your stockbroker or other agent through whom the sale or transfer was effected.

13 June 2023

To the Shareholders of DCC plc

Dear Shareholder

The Notice of the Forty-Seventh Annual General Meeting of DCC plc to be held on Thursday, 13 July 2023 at 2.00 p.m. is set out on pages 4 to 8 of this document.

We invite you to submit questions in writing in advance of the meeting either by email to [e-mail] or by post to the Company Secretary, DCC plc, DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland. Questions must be received by

2.00 p.m. on Tuesday 11 July 2023. All correspondence should include sufficient information to identify the shareholder on the Register of Members.

The resolutions to be proposed at the Annual General Meeting are set out in detail in the Notice and explanatory notes on the resolutions are set out below.

Resolution 1 - Financial Statements

Resolution 1 deals with the consideration of the financial statements of the Company for the year ended 31 March 2023. A full copy of the 2023 Annual Report and Accounts is available on the Company's website www.dcc.ie.

Resolution 2 - Dividend

Resolution 2 deals with the declaration of a final dividend of 127.17 pence per ordinary share for the year ended 31 March 2023. If approved, the final dividend will be paid on 20 July 2023 to shareholders on the Register of Members at the close of business on 26 May 2023. This will give a total dividend for the year of 187.21 pence per ordinary share, which represents a 6.5% increase on the prior year.

Resolution 3 - Remuneration Report

Resolution 3 deals with the consideration of the Remuneration Report (excluding the Remuneration Policy) as set out on pages 118 to 141 of the 2023 Annual Report and Accounts. It is the Company's practice to put the Remuneration Report to an advisory, non-binding shareholder vote at each Annual General Meeting.

It is also the Company's practice to put the Remuneration Policy to an advisory, non-binding shareholder vote every three years, or earlier if there are changes to the Policy. As the Remuneration Policy was subject to a shareholder vote at the 2021 Annual General Meeting and no changes are being made to DCC's Remuneration Policy this year, it is not subject to a shareholder vote at this year's Annual General Meeting.

Resolution 4 - Election and re-election of Directors

Resolution 4 deals with the proposed election or re-election of all Directors who are putting themselves forward at the Annual General Meeting, in accordance with the UK Corporate Governance Code.

Katrina Cliffe was appointed to the Board since the 2022 Annual General Meeting and will offer herself for election. We continue our practice of requiring all other Directors to retire annually and to offer themselves for re-election.

The Board undertakes a formal annual evaluation of its Directors and is satisfied that all the Directors proposed for election or re-election continue to make a valuable contribution and have performed effectively in offering independent and constructive challenge to management and committed sufficient time to discharge their responsibilities effectively.

Brief biographies of the Directors, including their areas of expertise relevant to their role as Directors, are set out on pages 88 and 89 of the 2023 Annual Report and Accounts and also on the Company's website at www.dcc.ie.

The election or re-election of each Director will be considered separately.

Resolution 5 - Remuneration of the Auditors

Resolution 5 authorises the Directors to determine the remuneration of the Auditors.

Resolution 6 - Ordinary remuneration payable to non-executive Directors

Resolution 6 relates to the ordinary remuneration of non-executive Directors. Ordinary remuneration refers to basic fees paid to the non-executive Directors and excludes the additional fees for acting as Chairman, Senior Independent Director, Workforce Engagement Director, or for chairmanship of Board Committees.

The aggregate of basic fees paid to non-executive Directors for the year ended 31 March 2023 was €618,500 compared to the limit of €850,000 as approved at the Annual General Meeting of the Company held on 12 July 2019.

As outlined in detail in the Remuneration Report on page 139, the basic fee for non-executive Directors for the year ending 31 March 2024 has increased from €76,890 to €87,500, as a result of consolidating Committee membership fees into the base fee. This would result in total base fees for our eight current non-executive Directors of €700,000 for the year ending 31 March 2024.

Directors: Mark Breuer (Chairman, British), Donal Murphy (Chief Executive), Laura Angelini (US & Italian),	Telephone [phone]	DCC plc, DCC House,
Katrina Cliffe (British), Caroline Dowling, David Jukes (British), Lily Liu (British & Australian),	www.dcc.ie	Leopardstown Road, Foxrock,
Kevin Lucey (Executive), Alan Ralph, Mark Ryan.		Dublin 18, Ireland.
Registered Office: DCC House, Leopardstown Road, Foxrock, Dublin 18. Registered in Ireland Number: 54858

1

The purpose of this Resolution is to facilitate the co-option of additional non-executive Directors, as the need arises, and to deal with future increases in the basic fee payable to non-executive Directors.

Resolution 6 will be therefore proposed as an Ordinary Resolution to increase the limit on the aggregate of the ordinary remuneration payable to non-executive Directors from €850,000 to €950,000 per annum.

Resolution 7 - Authority to allot shares

Resolution 7 will be proposed as an Ordinary Resolution to authorise the Directors to allot shares up to an aggregate nominal amount of €8,230,500, representing approximately one third of the Company's issued share capital (excluding Treasury Shares) on 13 June 2023. As at close of business on 13 June 2023, the Company held 2,567,697 Treasury Shares, representing 2.60% of the Company's issued share capital (excluding Treasury Shares). The Directors have no present intention of making any new issue of shares (other than pursuant to the DCC plc Long Term Incentive Plan 2009, the DCC plc Long Term Incentive Plan 2021, or the deferred bonus arrangements for executive Directors) and will exercise this authority only if they consider it to be in the best interests of shareholders generally at that time. This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company and 12 October 2024.

Resolutions 8 and 9 - Disapplication of pre-emption rights

Resolution 8 will be proposed as a Special Resolution to renew the Directors' authority to issue shares for cash other than strictly pro- rata to existing shareholdings. The proposed authority is limited to the allotment of shares in specific circumstances relating to rights issues or any other issues up to an aggregate nominal amount of €1,234,500, representing approximately 5% of the Company's issued share capital (excluding Treasury Shares) on 13 June 2023.

Resolution 9 will be proposed as a Special Resolution to authorise the Directors to issue additional shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to:

• the allotment of shares for cash up to an aggregate nominal value of €1,234,500, which represents approximately 5% of the Company's issued share capital (excluding Treasury Shares) on 13 June 2023; and
• will only be used in connection with an acquisition or other capital investment which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The maximum nominal value of equity securities which could be allotted if both authorities proposed by Resolutions 8 and 9 were used in full would be €2,469,000, which represents approximately 10% of the Company's issued share capital (excluding Treasury Shares) on 13 June 2023. This limit includes any Treasury Shares re-issued by the Company while these authorities remain operable.

In November 2022, the Pre-Emption Group published a revised Statement of Principles (the "Statement of Principles"), which increased the guideline threshold for the annual disapplication of pre-emption rights authorities from 10% to 20% of a company's issued share capital, with some additional flexibility for follow-on offers of up to a maximum of an additional 4% of a company's issued share capital in specified circumstances. However, the Directors have decided to seek authority under Resolutions 8 and 9 for the disapplication of pre-emption rights only up to a maximum of 10% of the Company's issued share capital. Resolution 9 reflects the Statement of the Principles and related templates, and is in line with the authorities received by the Company in prior years. If the Company issues shares non-pre-emptively for cash, it will follow the shareholder protections in Part 2B of the Statement of Principles.

The Directors will exercise these authorities only if they consider them to be in the best interests of shareholders generally at that time. These authorities will expire on the earlier of the date of the next Annual General Meeting of the Company and 12 October 2024.

Resolution 10 - Authority to purchase own shares

Resolution 10 will be proposed as a Special Resolution to renew the authority of the Company, or any subsidiary, to purchase on-market from time to time shares of up to 10% of the aggregate nominal value of the Company's issued share capital (excluding Treasury Shares) and to hold these shares as Treasury Shares or cancel them at the Directors' discretion. The resolution also sets out the minimum and maximum prices that may be paid for shares purchased in this manner.

If the Directors were to exercise the authority being renewed by this resolution up to the maximum number of shares allowed, the total number of options to subscribe for ordinary shares in the Company (which, on 13 June 2023, is 825,438, representing 0.84% of the issued share capital (excluding Treasury Shares)) would represent 0.93% of the issued share capital (excluding Treasury Shares). The Directors will exercise this authority only if they consider it to be in the best interests of shareholders generally at that time.

This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company and 12 January 2025.

Resolution 11 - Re-issue price of Treasury Shares

Resolution 11 will be proposed as a Special Resolution to set the price range at which any Treasury Shares may be re-issuedoff-market.

This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company and 12 January 2025.

2

Voting and Forms of Proxy

If you hold ordinary shares in certificated (i.e. paper) form and do not intend to attend the Annual General Meeting in person, you are encouraged to vote in one of the following ways:

• A Form of Proxy is enclosed. You are requested to complete, sign and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy should be returned to the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland (if delivered by hand), or to PO Box 13030, Dublin 24, Ireland (if delivered by post), to arrive no later than 2.00 p.m. on Tuesday, 11 July 2023.
• Alternatively, you may appoint a proxy or proxies electronically, by logging on to the website of the Company's Registrar at www.eproxyappointment.com. You will be asked to enter your Shareholder Reference Number (SRN) and PIN, in addition to the Control Number, as printed on your Form of Proxy, and agree to certain conditions.

Persons who hold interests in shares through the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank") (the "EB System") or as CREST Depository Interests ("CDIs") through the CREST system ("CREST") should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes or voting instructions for the Annual General Meeting through the respective systems. Further details on how to submit proxy votes or voting instructions through the Euroclear Bank system or through the CREST system are set out in the notes to the Notice of Annual General Meeting.

Recommendation

The Directors are satisfied that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend you to vote in favour of each of the resolutions set out in the attached Notice, as they intend to do in respect of all the ordinary shares which they own or control in the capital of the Company.

Yours faithfully

Mark Breuer

Chairman

3