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NORCROS PLC

AGM Information Jul 21, 2021

4871_dva_2021-07-21_305e074a-3507-4143-a04c-edf268154bfd.pdf

AGM Information

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Norcros plc ("Norcros", the "Group" or the "Company")

Results of AGM

Following the Annual General Meeting held on 21 July 2021, Norcros plc announces the results of the poll vote for each resolution as follows:

Annual General Meeting Resolutions numbered as per Notice of For* Against Withheld
Meeting Number % Number % Number
Ordinary Resolutions
1 To receive the audited accounts and the auditor's and
Directors' reports for the year ended 31 March 2021
65,816,219 99.67 216,569 0.33 1,200
2 To declare a final dividend of 8.2 pence per ordinary share
for the year ended 31 March 2021.
66,033,988 100 0 0 0
3 To approve the Directors' Remuneration Report for the
year ended 31 March 2021
45,930,648 69.56 20,097,340 30.44 6,000
4 To re-elect Alison Littley as a director 63,304,082 95.87 2,729,905 4.13 1
5 To re-elect David McKeith as director 64,806,982 98.14 1,227,006 1.86 0
6 To re-elect Nick Kelsall as a director 65,935,548 99.85 98,440 0.15 0
7 To re-appoint BDO LLP as auditor 66,031,805 99.99 683 0.01 1,500
8 To authorise the Audit and Risk Committee of the Board to
determine the auditor's remuneration
66,031,805 99.99 1,683 0.01 500
9 To authorise the Directors to allot shares up to the
specified limit
65,628,196 99.39 400,292 0.61 5,500
Special Resolutions
10 To empower the Directors to disapply pre-emption rights
up to the specified limit.
65,679,152 99.46 354,336 0.54 500
11 To empower the Directors to disapply pre-emption rights
up to the specified limit in relation to an acquisition or
other specified capital investment
65,682,737 99.47 350,751 0.53 500
12 To grant authority to purchase own shares 66,017,503 99.99 7,800 0.01 8,685
13 To approve calling of general meetings on not less than 14
clear days' notice.
65,913,054 99.82 120,934 0.18 0

*Votes 'For' include those votes giving the Chairman discretion. The votes withheld are not a vote in law and are not counted in the overall voting figures.

The Company's issued share capital consists of 80,887,039 ordinary 10p shares, each of which carries the right to one vote.

Full details of the resolutions were set out in the Notice of Annual General Meeting which is available on the Company's website at www.norcros.com.

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Company's Statement Concerning Resolution 3 (Remuneration Report)

The Remuneration Committee and Board are obviously disappointed with the outcome of the voting on the remuneration report. Whilst we believe our executive remuneration arrangements are fully aligned with our Directors' Remuneration Policy, which was approved by a significant majority of our shareholders at our 2020 AGM, we place great value on direct engagement with and feedback from our shareholders. We will continue our active dialogue with shareholders; particularly those who decided to vote against this resolution to understand more fully their views. We will publish an update on that engagement and on any action taken as a result of this within six months of the AGM, in accordance with the UK Corporate Governance Code.

ENQUIRIES:

Nick Kelsall, Chief Executive Officer Shaun Smith, Chief Financial Officer

Nick Lyon

Norcros plc Tel: 01625 547700

Hudson Sandler Tel: 020 7796 4133

For further information, please visit the Company website: www.norcros.com

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