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Coats Group PLC Proxy Solicitation & Information Statement 2026

Mar 30, 2026

4606_agm-r_2026-03-30_a14bb901-e5af-49d8-a1dd-c149d969aca8.pdf

Proxy Solicitation & Information Statement

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COATS

Computershare

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

The Chair of Coats Group plc (the 'Company') informs you of the Annual General Meeting of the Company to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD on 20 May 2026 at 2.30 pm.

Form of Proxy - Annual General Meeting to be held on 20 May 2026

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Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 921336
SRN:
PIN:

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To view the Company's Annual Report and the Notice of Annual General Meeting ('AGM') online go to www.coats.com/agm2026

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 18 May 2026 at 2.30 pm.

Explanatory Notes:

  1. If you wish to listen to the business of the meeting but you do not wish to attend the AGM in person, please see the Notice of AGM (available on the Company's website www.coats.com/agm2026) for details of the webcast that 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 their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If they wish to appoint a person other than the Chair, 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 their discretion as to whether, and if so how, they vote. The proxy is also authorised to vote (or abstain from voting) on any business which may properly come before the meeting.
  3. 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 their 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.
  5. 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.
  6. 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.
  7. 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 close of business 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.
  8. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp-generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  9. 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.
  10. Any alterations made to this form should be initialled.
  11. 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.

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

198293_254528_RUN_CNS/000001/000001/SG601/II


Form of Proxy

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

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I/We hereby appoint the Chair 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 entitlement on my/our behalf at the AGM of Coats Group plc to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD on 20 May 2026 at 2.30 pm, and at any adjourned meeting.

  • For the appointment of more than one proxy, please refer to Explanatory Note 4 (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
1. To receive the Accounts and Reports of the Directors and the Auditor for the year ended 31 December 2025.
2. To approve the Directors' Remuneration Report in the form set out in the Company's Annual Report for the year ended 31 December 2025.
3. To approve the Directors' Remuneration Policy in the form set out in the Company's Annual Report for the year ended 31 December 2025.
4. To approve the payment of a final dividend for the year ended 31 December 2025.
5. To re-elect David Gosnell as a Director.
6. To re-elect Sarah Highfield as a Director.
7. To re-elect Hongyan Echo Lu as a Director.
8. To re-elect Stephen Murray as a Director.
9. To re-elect Hannah Nichols as a Director.
10. To re-elect David Paja as a Director.
11. To re-elect Srinivas Phatak as a Director.
For Against Vote Withheld
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12. To re-elect Jakob Sigurdsson as a Director.
13. To elect Wu Gang as a Director.
14. To re-appoint Ernst & Young 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.
15. To authorise the Directors to fix the remuneration of the Auditor.
16. To authorise the Directors generally to allot relevant securities.
17. To authorise the Company to make political donations and incur political expenditure.
Special Resolutions
18. To authorise the disapplication of statutory pre-emption rights.
19. To authorise the disapplication of statutory pre-emption rights in connection with acquisitions and specified capital investments.
20. To authorise the Company generally to purchase its own shares.
21. 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.

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

DD/MM/YY

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).

H785

CGU