Morgan Advanced Materials PLC

Proxy Solicitation & Information Statement • Mar 31, 2021

Morgan Advanced Materials plc

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	Annual General Meeting on Thursday 6 May 2021 at Morgan Advanced Materials plc, York House, Sheet Street, Windsor SL4 1DD at 10.30 am (the Meeting). Tel: +44 (0)1753 837000
Bar code:
Shareholder Reference Number:
www.morganadvancedmaterials.com under 'Invest In Us'.
	Voting ID: Task ID: Shareholder Reference Number:
If you wish to receive a paper copy of the Notice of AGM, please contact Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA. Please note the deadline for receiving proxy appointments is 10.30am on Tuesday 4 May 2021 Registered in England and Wales No. 286773. Registered Office: York House, Sheet Street, Windsor SL4 1DD Morgan Advanced Materials plc PROXY FORM – 2021 ANNUAL GENERAL MEETING You may use this form to appoint a proxy on your behalf. Important note: Please read Note 1 carefully before completing this form I/We the undersigned being a member(s) of the above Company and entitled to vote at the above-mentioned Meeting hereby appoint the Chairman of the Meeting	Number of Shares (see Note 1 overleaf)	PLEASE TEAR HERE
to act as my/our proxy at the Annual General Meeting to be held on Thursday 6 May 2021 at 10.30am at Morgan Advanced Materials plc, York House, Sheet Street, Windsor SL4 1DD and at any adjournment thereof as directed below. I/We also authorise my/our proxy to vote (or withhold the vote) as he or she thinks fit in relation to any other matter which is properly put before the Meeting. Please indicate with an 'X' in the boxes below how you wish your vote to be cast in respect of the following resolutions (see Note 3 overleaf). Please tick here if this proxy appointment is one of multiple appointments being made (see Note 2 overleaf). Resolutions 1 to 14 will be proposed as ordinary resolutions.	Product ID:	5970-005-S
To receive the audited accounts and the Auditor's and	withheld Against Vote For 12 To authorise the Audit Committee to determine	Against Vote For
Directors' Reports for the year ended 31 December 2020	the Auditor's remuneration 13 To authorise the Company and its subsidiaries to make political
ended 31 December 2020 To approve the final dividend	donations and incur political expenditure 14 To authorise the Directors to allot shares up to the specified limit
To re-elect Jane Aikman as a Director	15 To empower the Directors to generally disapply pre-emption
To re-elect Helen Bunch as a Director	rights up to the specified limit 16 To empower the Directors to disapply pre-emption rights in
To re-elect Douglas Caster as a Director To re-elect Laurence Mulliez as a Director	connection with acquisitions or capital investments up to the
To re-elect Pete Raby as a Director	specified limit 17 To authorise the Company to purchase its own Ordinary shares
Resolutions 15 to 19 will be proposed as special resolutions. 2 To receive the Directors' Remuneration Report for the year To re-elect Peter Turner as a Director 10 To re-elect Clement Woon as a Director	up to the specified limit 18 To enable the Company to convene a general meeting (other than

The proxy form must be signed. In the case of joint accounts, one holder may sign the proxy form. The vote of the senior who tenders a vote will be taken to the exclusion of all others. In the case of a corporation, this form must be executed either under its common seal or under the hand of an Officer or Attorney duly authorised.

Registered in England and Wales No. 286773. Registered Office: York House, Sheet Street, Windsor SL4 1DD

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NOTES RELATING TO THE PROXY FORM

• 1. In light of the ongoing need to reduce the public health risks posed by the transmission of the coronavirus (COVID-19), the continuing Government restrictions and guidance on social contact, you will not be permitted to attend the AGM in person. This will continue to be the case so long as restrictions and guidance precluding attendance in person are in force. Every eligible member does, however, have the right to appoint another person as his or her proxy to exercise all or any of his or her rights in relation to the AGM. If you wish to participate in the meeting, you should appoint the Chairman of the meeting as your proxy in order to do so.
• 1. A member may appoint a proxy by (i) completing this proxy form and sending it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, to the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA so as to arrive not later than 10.30am on Tuesday 4 May 2021. Note that you may return the proxy form in an envelope to FREEPOST RTHJ–CLLL–KBKU' Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU; or (ii) if you are a user of the CREST system (including CREST Personal Members), having an appropriate CREST message transmitted (please see Note 4 below); or (iii) electronically at www.sharevote.co.uk (see Note 5). Members who wish to vote at the AGM should appoint the Chair of the AGM as their proxy in order to do so. Appointing the Chair of the AGM as proxy will ensure that the member's vote is counted. While restrictions are in force precluding physical attendance, no other person(s) appointed as proxy will be permitted to attend the AGM in person unless the Board decides otherwise and the member's vote will not count. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. in see note 4 note 5). Members who wish to vote at the AGM should appoint the Chair of the AGM as their proxy in order to do so. Appointing the Chair of the AGM as proxy will ensure that the member's vote is counted. While restrictions are in force Shares in relation to which they resolutions vote 5. As an alternative to completing the hard copy proxy form, a shareholder may appoint a proxy electronically at www.sharevote.co.uk. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti Limited no later than 10:30am on Tuesday 4 May 2021 (or,if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). Any electronic communication sent by a shareholder to the Company or Equiniti Limited which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the shareholder of the rejected communication.Meeting is adjourned, in the register of members at close of business on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be entitled to attend and vote at theMeeting in respect of the number of Ordinary shares registered in their names atthat time. Changes to entries on the register of members after close of business on Tuesday4 May 2021 (or, in the event that the Meeting is adjourned, on the register ofmembers after close of business onthe day which is two days (excluding any part ofaday that is not a working day) before the day ofthe adjourned Meeting) shall be disregarded in determining the rights of any person to attend or vote at the Meeting. Reference in this note to the right to attend the meeting shall as
• 1. You may instruct your proxy how to vote by marking the appropriate box next to each resolution. The resolutions are contained in the Notice of Meeting and further details are contained in the Explanatory notes in the Notice of Meeting. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution in respect of the voting entitlement you granted to that proxy, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the Meeting, including amendments to resolutions, and at any adjournment of the Meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
• 1. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID number RA19) by 10.30am on Tuesday 4 May 2021. 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 sponsored members and those CREST Members who have appointed a 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 a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Business Reply Plus Licence Number RTAK–RLTY–REUA
• Business Reply Plus Licence Number RTAK–RLTY–REUA Business Reply Plus Licence Number RTAK–RLTY–REUA

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Equiniti Aspect House Spencer Road LANCING BN99 8FD

Equiniti

LANCING BN99 8FD

Aspect House Spencer Road

Equiniti

LANCING BN99 8FD

Aspect House Spencer Road

• 1. As an alternative to completing the hard copy proxy form, a shareholder may appoint a proxy electronically at www.sharevote.co.uk. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti Limited no later than 10:30am on Tuesday 4 May 2021 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). Any electronic communication sent by a shareholder to the Company or Equiniti Limited which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the shareholder of the rejected communication.
• 1. The Company specifies that only those holders of Ordinary shares of 25p each, registered in the register of members of the Company at close of business on Tuesday 4 May 2021 (or, in the event that the Meeting is adjourned, in the register of members at close of business on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be entitled to attend and vote at the Meeting in respect of the number of Ordinary shares registered in their names at that time. Changes to entries on the register of members after close of business on Tuesday 4 May 2021 (or, in the event that the Meeting is adjourned, on the register of members after close of business on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be disregarded in determining the rights of any person to attend or vote at the Meeting. Reference in this Note to the right to attend the meeting shall as regards attendance at the meeting in person be read subject to Note 1 above.
• 1. In the case of joint holders of Ordinary shares any one of such holders may vote at the Meeting, either personally or by proxy, in respect of those shares, and if more than one of such joint holders is present at the Meeting, either personally or by proxy, the joint holder whose name stands first on the register as one of such holders shall be entitled to vote in respect thereof. regards attendance at the meeting in person be read subject to Note 1 above.as one of such holders shall be entitled to vote in respect thereof.
• 1. Except as provided above, members who wish to communicate with the Company in relation to the Meeting should do so using the means set out in the notes to the Notice of Meeting. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this proxy form or in any related documents to communicate with the Company for any purposes other than those expressly stated.
• 1. Members who have returned proxy forms in accordance with Note 2 or who register the appointment electronically in accordance with Note 4 are not precluded from attending the meeting and voting in person if they so wish and provided that attendance in person is permitted under applicable public health restrictions and guidance.