Morgan Advanced Materials PLC

AGM Information • May 15, 2014

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

MORGAN ADVANCED MATERIALS PLC

PASSED ON 9 MAY 2014

At the Annual General Meeting (AGM) of the Company, duly convened and held at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED on 9 May 2014, the following resolutions were passed:

• 1. To receive the audited accounts and the auditor's and Directors' reports for the year ended 31 December 2013.
• 1. To approve the Directors' remuneration policy (as contained in the Directors' remuneration report for the year ended 31 December 2013).
• To approve the Directors' remuneration report (other than the part containing the Directors' $3.$ remuneration policy) for the year ended 31 December 2013.
• 1. To declare a final dividend of 6.7 pence per Ordinary share.
• $5.$ To re-elect Andrew Shilston as a Director.
• 1. To re-elect Victoire de Margerie as a Director.
• 1. To re-elect Andrew Given as a Director.
• 1. To re-elect Mark Robertshaw as a Director.
• 1. To re-elect Kevin Dangerfield as a Director.
• 1. To re-elect Andrew Hosty as a Director.
• 1. To elect Andrew Reynolds Smith as a Director.
• 1. To elect Douglas Caster as a Director.
• 1. To elect Rob Rowley as a Director.
• 1. To appoint KPMG LLP as auditor of the Company.
• 1. To authorise the Directors to determine the auditor's remuneration.

Company No. 286773

• 1. That, from the date of this resolution until the earlier of 30 June 2015 and the conclusion of the Company's next annual general meeting, the Company and all companies which are its subsidiaries at any time during such period are authorised:
• a) to make donations to political parties and/or independent election candidates;
• b) to make donations to political organisations other than political parties; and
• c) to incur political expenditure,

up to an aggregate total amount of £100,000, with the amount authorised for each of paragraphs (a) to (c) above being limited to the same total.

Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate.

Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on 'Control of political donations and expenditure'.

• 1. That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares in the Company:
• a) up to an aggregate nominal amount of £23,780,832, (such amount to be reduced by the aggregate nominal amount of any equity securities that may be allotted pursuant to paragraph (b) below in excess of £23,780,832); and
• b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006), up to an aggregate nominal amount of £47,561,664 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights granted pursuant to paragraph (a) above) in connection with a rights issue (as defined in the Listing Rules published by the Financial Conduct Authority):
  • i. to holders of Ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of Ordinary shares held by them; and
  • ii. to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange, provided that (unless previously revoked, varied or renewed), this authority shall expire on 30 June 2015 or, if earlier, at the conclusion of the Company's next annual general meeting, save that the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or rights to be granted after such expiry. All authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant rights that remain unexercised at the commencement of this meeting are revoked.

1. That the Directors are empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities, as defined in section 560 of that Act, pursuant to the authority conferred on

them by resolution 17 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of the Act did not apply to any such allotment, provided that this power is limited to:

• a) the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's Listing Rules) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of Ordinary shares on the register on any fixed record date in proportion to their holdings of Ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
• b) the allotment of equity securities (other than pursuant to paragraph (a) above) with an aggregate nominal amount of £3,567,124,

and shall expire when the authority conferred on the Directors by resolution 17 in the notice of this meeting expires, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry.

• 1. That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.
• 1. That the amendments to the Morgan Advanced Materials plc Sharesave Scheme:
• a) to extend the life of the scheme so that options over Ordinary shares in the Company may be granted under it until 18 June 2024; and
• b) otherwise as shown in the copy of the rules produced to the meeting and initialled by the Chairman for the purposes of identification,

be hereby approved and adopted and the Board be hereby authorised to do all acts and things which it considers necessary or desirable to carry the same into effect.

S. Mackie, Deputy Company Secretary