FULLER,SMITH & TURNER PLC — Proxy Solicitation & Information Statement 2020

Aug 18, 2020

FULLER'S

Computershare

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

Form of Proxy - Annual General Meeting to be held on 10 September 2020

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: 916634
SRN:
PIN:

View the Annual Report online: www.fullers.co.uk

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 9 September 2020 at 10.00 am.

Explanatory Notes:

1. Please note the following important information when completing this form of proxy. In light of the current public health guidelines relating to the Coronavirus pandemic, the Board of Directors has decided to hold the meeting behind closed doors as envisaged by recent legislation and government guidance to protect the health of our staff and our shareholders. The meeting will be held with the minimum number of shareholders present as required to form a quorum under the company's articles of association (the "Articles"), who will be directors of the Company board and subject to social distancing measures in line with current government guidelines. To ensure safety, other shareholders will not be able to gain access to the meeting. You should appoint the Chairman of the Annual General Meeting as your proxy.

2. 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.

3. 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 on Tuesday 8 September 2020 at 6pm. 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.

4. 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 24 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.

5. 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 889 4096 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

6. Any alterations made to this form should be initialled.

7. 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

166239_189579_RUN_ONS/000001/000001/SG601/II

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Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example.

X

I/We hereby appoint the Chairman of the Meeting

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The Chairman of the Meeting

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of FULLER, SMITH & TURNER P.L.C. to be held at Pier House, 86-93 Strand-on-the-Green, London, W4 3NN on 10 September 2020 at 10.00 a.m. and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions

1. To receive the Accounts and the Reports for the 52 weeks ended 28 March 2020.
2. To approve the 2020 Directors' Remuneration Report.
3. To approve the 2020 Directors' Remuneration Policy.
4. To elect Robin Rowland as a Director.
5. To re-elect Helen Jones as a Director.
6. To re-elect Richard Fuller as a Director.
7. To re-elect Adam Councell as a Director.
8. To re-appoint Grant Thornton UK LLP as auditors and authorise the Directors to set the level of their remuneration.

Special Resolutions

1. To authorise the Directors to allot shares in the Company.
2. To authorise the Directors to allot new shares without applying pre-emption rights.
3. To authorise the Company to buy back A ordinary shares.
4. To amend the notice period for general meetings other than Annual General Meetings.

Ordinary Resolutions

1. To approve the rules of the Fuller, Smith & Turner P.L.C. Long-Term Incentive Plan 2020.
2. To approve the rules of the Fuller, Smith & Turner P.L.C. Bonus and Deferred Bonus Plan 2019.

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).

H757

33

FLR

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