HARWORTH GROUP PLC

Proxy Solicitation & Information Statement • Apr 10, 2024

A A tt n n e u n a d l a G n c e e n c e ra a rd l M e e t in g
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Notice of Availability – IMPORTANT, please read carefully

www.harworthgroup.com/investors year ended 31 December 2023 and Notice of Annual General Meeting at You can now access the Annual Report and Financial Statements for the

Shareholder Reference Number (SRN)

<<Shareholder

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This Attendance Card is evidence of your right to attend and vote at the Annual General Meeting. If you are attending as a representative of a shareholder that is a Rotherham, S60 5WG on Monday 20 May 2024 at 2:30 pm, please bring this Attendance Card with you and present it at the Company registrar's desk on arrival. If you plan to attend the Annual General Meeting, to be held at The Brearley Room, AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Catcliffe,

corporation, you will need to show our registrar evidence that you have been properly appointed as a corporate representative to gain entry to the Annual General Meeting.

<<Shareholder Shareholder Reference Number (SRN) <> <> Task ID

Harworth Group plc (the "Company")

Voting ID

Annual General Meeting of the Company to be held at The Brearley Room, AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Catcliffe, Rotherham, S60 5WG on Monday 20 May 2024 at 2.30 pm.

Proxy Form

Before completing this form, please read the explanatory notes overleaf.

I/We being (a) member(s) of the Company appoint the Chair of the meeting or the following person (see note 1)

NAME OF PROXY	NUMBER OF SHARES	MULTIPLE PROXIES
		(see note 2)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Monday 20 May 2024 at 2.30 pm. and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at their discretion, and I/we authorise my/our proxy to vote (or abstain from voting) as they think fit in relation to any other matter which is properly put before the meeting.

Please tick this box if you intend to attend the Annual General Meeting

If you would like to raise a question relating to the business of the Annual General Meeting, please provide brief details under separate cover.

Resolutions (see note 7)	withheld Against Vote For	Resolutions (see note 7)	withheld Against Vote For
1. To adopt the Company's Annual Report and Financial Statements for the year		12. To re-elect Martyn Bowes
ended 31 December 2023		13. To approve the Directors' Remuneration Report for the year ended 31 December
2. To declare a final dividend of 1.022 pence		2023
per Ordinary Share in respect of the year ended 31 December 2023		14. To re-appoint the Company's auditors
3. To re-elect Alastair Lyons		15. To authorise the Directors to determine the auditors' remuneration
4. To re-elect Lynda Shillaw		16. To authorise political donations
5. To re-elect Katerina Patmore		17. Authority to allot shares
6. To re-elect Angela Bromfield		18. Authority to dis-apply pre-emption rights*
7. To re-elect Ruth Cooke		19. To authorise the Company to purchase its
8. To re-elect Lisa Scenna		own shares*
9. To re-elect Patrick O'Donnell Bourke		20. To reduce notice of general meetings
10. To re-elect Marzia Zafar		(other than AGM) to 14 clear days Special resolutions
11. To re-elect Steven Underwood
Signature		Date

Notes

1. A registered member of the Company may appoint one or more proxies (who need not be a member of the Company but must attend the meeting in person to represent you) to exercise all or any of their rights to attend and to speak and vote at the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them.

A member may appoint a proxy or proxies:

• f by completing and returning this Proxy Form;
• f electronically at www.sharevote.co.uk using the identification numbers on this Proxy Form. Or, if you have signed up for a Shareview portfolio you can login and register your vote;
• f if you are a user of the CREST system (including CREST Personal Members), by having an appropriate CREST message transmitted; or
• f if you are a user of the Proxymity system, by having an appropriate Proxymity message transmitted.

You may only appoint a proxy using the procedures set out in these notes. You may not use any electronic address provided in this Proxy Form to communicate with the Company for any purposes other than those expressly stated.

1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the registrar's helpline on +44 (0) 371 384 2301 or you may photocopy this form. Lines are open 8.30 a. to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). If calling from outside the UK, please ensure the country code is used. 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.

IMPORTANT: In any case your instructions or proxy form must be received by the Company's registrars no later than 2.30 pm on 16 May 2024.

• 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 2:30 pm on 16 May 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 sponsored members and those CREST Members who have appointed 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 (available at www.euroclear.com/CREST). We 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.
• 1. 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 Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2:30 pm on 16 May 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.
• 1. Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through the Sharevote website, www.sharevote.co.uk, using the series of numbers printed under the headings Voting ID, Task ID and Shareholder Reference Number on this Proxy Form. Alternatively, shareholders who have already registered with Equiniti Registrars' online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk by using their usual user ID and password. Once logged in, simply click 'view' on the 'My Investments' page, click on the link to vote and then follow the on screen instructions. Full details and instructions on these electronic proxy facilities are given on the respective websites. Your proxy must be lodged by 2:30 pm on 16 May 2024 in order to be considered valid.
• 1. The Chair of the Annual General Meeting is willing to be your proxy. If you wish to appoint the Chair, you need not change this part of the Proxy Form. If you are an ordinary shareholder and wish to appoint someone else to be your proxy, you should delete the words "the Chair of the meeting or" and write the name of the person you wish to be your proxy in the space provided.
• 1. You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the notice of meeting and the explanatory notes. 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 your total holding, 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. The form must be signed. In the case of joint holders (i) only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy, will alone be counted. For this purpose seniority will be determined by the order in which the names appear in the register of members in respect of the joint holding. If necessary, someone else may sign the form on your behalf. In that case, the authority (or a notarially certified copy of such authority) under which the proxy form is signed must be sent with the form. If a proxy is being appointed by an attorney, the power of attorney (or a notarially certified copy of such power of attorney) must be sent with the proxy form, unless it has been previously lodged with the Company's registrar.
• 1. In the case of a corporation, the proxy form should be executed by a duly authorised officer or person or under its common seal or in any other manner authorised by its constitution.
• 1. Return of this form will not prevent a registered member from attending the Annual General Meeting or any adjournment thereof, and voting in person.