Coats Group PLC

Proxy Solicitation & Information Statement • Mar 31, 2021

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

The Chairman of Coats Group plc (the 'Company') informs you of the Annual General Meeting of the Company to be held at 4 Longwalk Road, Stockley Park, Uxbridge UB11 1FE on 19 May 2021 at 2.30 pm.

Form of Proxy - Annual General Meeting to be held on 19 May 2021

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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:
To view the Company's Annual Report for the year ended 31 December 2020 and the Notice of Annual General Meeting online go to www.coats.com/investors

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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 17 May 2021 at 2.30 pm.

Explanatory Notes:

• 1. In line with the Government's current measures relating to social distancing in light of Covid-19 (the Measures), the Company will not be able to give shareholders access to attend the Meeting in person and so shareholders should instead vote by
• way of proxy. Please see the Notice of AGM (available on the Company's website www.coats.com/investors) for details of how to listen to the business of the AGM, and ask questions, using a telephone facility which will be provided by the Company. 2. 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. Given the Measures which are expected to be in force at the time of the AGM, voting by appointing the Chairman of the Meeting as your proxy in advance is the only way you will be able to exercise your vote at the AGM.
• 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. 4. 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. Please see the guidance in Note 2 above regarding any decision to appoint anyone other than the Chairman of the meeting as your proxy.
• 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. Please see Notes 1 and 2 above and the Notice of AGM for information regarding shareholder attendance at the AGM.
• 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

As set in the Notice of AGM and in the Notes overleaf, and in line with the Measures, shareholders cannot attend the AGM in person and they will only be able to vote by submitting a proxy in advance of the AGM.

			*
	I/We hereby appoint the Chairman of the Meeting 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 4 Longwalk Road, Stockley Park, Uxbridge UB11 1FE on 19 May 2021 at 2.30 pm, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (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
		For	Against	Vote Withheld		inside the box as shown in this example.	For	Against	Vote Withheld
1.	Ordinary Resolutions To receive the Accounts and Reports of the Directors and the Auditor for the year ended 31 December 2020.				11. To elect Jakob Sigurdsson as a Director.
2.	To approve the Directors' Remuneration Report in the form set out in the Company's Annual Report for the year ended 31 December 2020.				12. To re-appoint Deloitte LLP as Auditor of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
3.	To approve the payment of a final dividend for the year ended 31 December 2020 of 1.30 US cents per Ordinary Share.				13. To authorise the Directors to fix the remuneration of the Auditor.
4.	To re-elect Nicholas Bull as a Director.				14. To authorise the Directors generally to allot relevant securities.
5.	To re-elect Anne Fahy as a Director.				Special Resolutions 15. To authorise the disapplication of statutory pre emption rights.
6.	To re-elect David Gosnell as a Director.				16. To authorise the disapplication of statutory pre emption rights in connection with acquisitions and specified capital investments.
7.	To re-elect Hongyan Echo Lu as a Director.				17. To authorise the Company generally to purchase its own shares.
8.	To re-elect Fran Philip as a Director.				18. To authorise that a General Meeting, other than an Annual General Meeting of the Company, may be called on not less than 14 clear days' notice.
9.	To re-elect Rajiv Sharma as a Director.				19. To approve and adopt new articles of association of the Company.
	10. To elect Jacqueline Callaway 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

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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