Johnson Matthey PLC — AGM Information 2015

Dec 16, 2015

JOHNSON MATTHEY PUBLIC LIMITED COMPANY

(the "Company")

Resolutions passed 16 December 2015

At the General Meeting of the Company duly convened and held on 16 December 2015, the following resolutions were duly passed: 1 as an Ordinary Resolution and 2 as a Special Resolution:

ORDINARY RESOLUTION

Resolution 1

• (a) That a special dividend of 150 pence per ordinary share be declared and payable to members on the register at 6.00 pm on 8th January 2016; and
• (b) That, subject to and conditional upon admission of the New Ordinary Shares (as defined below) to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective ("Admission"), every 18 ordinary shares of 104 16⁄21 pence each in the capital of the Company as at 6.00 pm on 8th January 2016 (or such other time and date as the Directors of the Company may determine) be consolidated into 17 new ordinary shares of 110 49⁄53 pence each (each a "New Ordinary Share"), provided that, where such consolidation results in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of New Ordinary Shares to which other members of the Company may be entitled and the Directors of the Company be and are hereby authorised to sell (or appoint any other person to sell), on behalf of the relevant members, all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person, and to pay the proceeds of sale (net of expenses) in due proportion to the relevant members entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company and save that any net proceeds of sale not exceeding £3.00 for any member will be retained by the Company) and that any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant members and to do all acts and things the Directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares.

Resolution 2

That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693 of the Companies Act 2006) of its New Ordinary Shares (as defined in Resolution 1) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

(a) the maximum number of New Ordinary Shares that may be purchased shall be 19,353,343 New Ordinary Shares (representing approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) immediately after the share consolidation pursuant to Resolution 1);

• (b) the minimum price which may be paid for each New Ordinary Share is 110 49⁄53 pence (excluding expenses);
• (c) the maximum price (excluding expenses) which may be paid for each New Ordinary Share shall be an amount equal to 105% of the average middle market quotations for a New Ordinary Share as derived from the London Stock Exchange Daily Official List on the five business days immediately preceding that date on which such New Ordinary Share is contracted to be purchased;
• (d) unless previously renewed, revoked or varied by the Company in general meeting, this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 16th March 2017, but a contract or contracts of purchase may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of shares may be made in pursuance to any such contract; and
• (e) any existing unutilised authority of the Company to make market purchases (as defined in section 693 of the Companies Act 2006) of Existing Ordinary Shares granted pursuant to a resolution passed at the last annual general meeting of the Company shall cease to have effect (save to the extent that the Company has agreed to purchase Existing Ordinary Shares before termination of the authority, where the purchase will or may be executed after the authority terminates) on the effective date of the share consolidation pursuant to Resolution 1.

Simon Farrant Company Secretary