AVON PROTECTION PLC — Proxy Solicitation & Information Statement 2012

Dec 18, 2012

ATTENDANCE CARD

AVON RUBBER p.l.c. - ANNUAL GENERAL MEETING

You may submit your proxy electronically using The Share Portal service at www.capitashareportal.com.

If not already registered for The Share Portal, you will need your Investor Code below.

To be held at: Hampton Park West, Semington Road, Melksham, Wiltshire SN12 6NB
on Thursday, 7 February 2013

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company’s registrars. This will facilitate entry to the meeting.

Signature of person attending
[_________]
Barcode:
Investor Code:

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FORM OF PROXY

AVON RUBBER p.l.c. - ANNUAL GENERAL MEETING

Bar Code:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over) Investor Code:
Name of proxy
[_____]
Number of shares proxy appointed over
[____]
Event Code:
[______]

as my/our proxy to attend, to speak and to vote on my/our behalf at the Annual General Meeting of the Company to be held at 10:30am on Thursday, 7 February 2013 and at any adjournment thereof. I have indicated with a ☑ how I/we wish my/our votes to be cast on the following resolutions:
If you wish to appoint multiple proxies please see note 1 over.
☐ Please also tick here if you are appointing more than one proxy.

| RESOLUTIONS | Please mark ‘X’ to indicate how you wish to vote | Against
Vote Withheld | Discretionary | RESOLUTIONS | Please mark ‘X’ to indicate how you wish to vote | For
Against
Vote Withheld | Discretionary |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 | To receive the Company’s accounts and reports of the Directors and the auditors for the year ended 30 September 2012. | ☑ | ☑ | ☑ | 6 | To re-appoint PricewaterhouseCoopers LLP as auditors. | ☑ |
| 2 | To approve the Remuneration Report of the Directors for the year ended 30 September 2012. | ☑ | ☑ | ☑ | 7 | To authorise the Directors to determine the auditors’ remuneration. | ☑ |
| 3 | To declare a final dividend of 2.4p per share. | ☑ | ☑ | ☑ | 8 | To grant the Directors authority in connection with Section 551 of the Companies Act 2006. | ☑ |
| 4 | To re-elect Mr. David Evans as a Director. | ☑ | ☑ | ☑ | 9 | To grant the Directors authority in connection with Section 570 of the Companies Act 2006. | ☑ |
| 5 | To re-elect Mr. Richard Wood as a Director. | ☑ | ☑ | ☑ | 10 | To authorise the Directors to make market purchases of the Company’s Ordinary Shares. | ☑ |

Signature
Date
You may submit your proxy electronically at www.capitashareportal.com

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Notes

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter 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 proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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.

3. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

4. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

5. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on the day which is two days before the day of the meeting or adjourned meeting, ignoring non-working days. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

7. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

8. The Form of Proxy must arrive at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours accompanied by any Power of Attorney under which it is executed (if applicable) no later than 48 hours before the time set for the meeting.

9. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

10. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

11. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

12. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Response Standard Services:
Licence Number
RSBH-UXKS-LRBC

PXS
34 Beckenham Road
Beckenham
Kent BR3 4TU