Coats Group PLC — AGM Information 2019

Apr 24, 2019

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

The Chairman of Coats Group plc (the 'Company') invites you to attend the Annual General Meeting of the Company to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on 23 May 2019 at 2.30 pm.

Form of Proxy - Annual General Meeting to be held on 23 May 2019

Cast your Proxy onlineIt's fast, easy and secure!	915784 Control Number:
www.investorcentre.co.uk/eproxy	SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.	PIN:

This document is not a summary of the Notice of AGM and should not be a substitute for reading it, which you are encouraged to do.

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 21 May 2019 at 2.30 pm.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his 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 holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without any indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes). The proxy is also authorised to vote (or abstain from voting) on any business which may properly come before the meeting.
• 1. In the case of a corporation, this Form of Proxy must be signed under the hand of an officer or attorney duly authorised in writing. In the case of an individual, their Form of Proxy must be signed by the appointor or his agent duly authorised in writing.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1022 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
• 1. The 'Vote Withheld' option overleaf 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.
• 1. In the case of joint holders the signature of only one of the holders is required, but, if more than one votes, the vote of the first named on the register of members will be accepted to the exclusion of other joint holders.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 8pm (London time) on the day which is two days before the day of the meeting. 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.
• 1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures set out in the CREST manual. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1022 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.
• 1. The proxy must attend the meeting in person to represent you. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 1. You may not use any electronic address provided in this form to communicate with the Company for any purposes other than those expressly stated.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

			*
	I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of the number of my/ our shares specified above or, if no number is so specified, my/our full voting appointment on my/our behalf at the Annual General Meeting of Coats Group plc to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on 23 May 2019 at 2.30 pm, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.					Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld			For	Against	Vote Withheld
1.	To receive the Accounts and Reports of the Directors and the Auditor for the year ended 31 December 2018.				11. To re-elect Alan Rosling as a Director.
2.	To approve the Directors' Remuneration Report for the year ended 31 December 2018.				12. To re-elect Rajiv Sharma as a Director.
3.	To declare a final dividend for the year ended 31 December 2018 of 1.16 US cents per ordinary share.				13. To re-appoint Deloitte LLP as Auditor.
4.	To re-elect Simon Boddie as a Director.				14. To authorise the Directors to fix the remuneration of the Auditor.
5.	To re-elect Nicholas Bull as a Director.				15. To authorise the Directors generally to allot relevant securities.
6.	To re-elect Mike Clasper as a Director.				Special Resolutions 16. To disapply statutory pre-emption rights.
7.	To re-elect Anne Fahy as a Director.				17. To disapply statutory pre-emption rights in connection with acquisitions and specified capital investments.
8.	To re-elect David Gosnell as a Director.				18. To authorise the Company generally to purchase its own shares.
9.	To re-elect Hongyan Echo Lu as a Director.				19. That a General Meeting, other than an AGM of the Company, may be called on not less than 14 clear days' notice.
	10. To re-elect Fran Philip as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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