Morgan Advanced Materials PLC

AGM Information • May 5, 2022

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

MORGAN ADVANCED MATERIALS PLC

PASSED ON 5 MAY 2022

At the Annual General Meeting (AGM) of the Company, duly convened and held at Morgan Advanced Materials plc, York House, Sheet, Windsor, Berkshire SL4 1DD on 5 May 2022, the following resolutions (in addition to resolutions concerning ordinary business) were passed:

ORDINARY RESOLUTION

• 1. That, from the date of this resolution until the earlier of the close of business on 30 June 2023 and the conclusion of the Company's Annual General Meeting to be held in 2023, the Company and all companies which are its subsidiaries at any time during such period are authorised:
  2. a) to make donations to political parties and/or independent election candidates;
  3. b) to make donations to political organisations other than political parties; and
  4. 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' as at the date of the Notice of this meeting.

• 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:
  2. 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
  3. 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):

Company No. 286773

• i) 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 at the close of business on 30 June 2023 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2023, 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 and the Directors may allot shares or grant rights under any such offer or agreement as if the authority had not expired. 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. a) That the Morgan Advanced Materials Share Plan 2022 (the Share Plan 2022), summarised in the Appendix to the Notice of this meeting and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair of the meeting, is approved and the Board is authorised to do all such acts and things necessary or desirable to establish the Share Plan 2022; and
  2. b) That the Board is authorised to adopt further plans based on the Share Plan 2022 but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Share Plan 2022

SPECIAL RESOLUTION

• 1. That, subject to the passing of resolution 15 in the Notice of this meeting, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities, as defined in section 560(1) of that Act, for cash pursuant to the authority conferred on them by resolution 15 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:
  2. 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 recister 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 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 relations 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
  3. 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 on the revocation or expiry (unless renewed) of the authority conferred on the Directors by resolution 15 in the Notice of this meeting, 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 and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.

• 1. That, subject to the passing of resolution 15 in the Notice of this meeting and in addition to the power contained in resolution 17 set out in this Notice of meeting, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities, as defined in section 560(1) of that Act, for cash pursuant to the authority conferred on them by resolution 15 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:
  2. a) limited to the allotment of equity securities up to an aggregate nominal amount of £3,567,124; and
  3. b) used only for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice of this meeting,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by resolution 15 in the Notice of this meeting, 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 and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.

• 1. That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases, as defined in section 693(4) of the Companies Act 2006, of the Company's Ordinary shares on such terms and in such manner as the Directors may from time to time determine, provided that:
  2. a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 28,536,998;
  3. b) the minimum price (exclusive of expenses) that may be paid for each Ordinary share is its nominal value;
  4. c) shall be an amount equal to the higher of (i) 105% of the average of the closing price of the Company's Ordinary shares as derived from the London Stock Exchange Daily Official List on the five business days immediately preceding the date on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary share in the Company on the trading venue where the market purchases by the Company are carried out;
     • d) such authority will expire at the close of business on 30 June 2023 or, if earlier, at the conclusion of the Company's Annual General Meeting to be held in 2023; and
     • e) before such expiry the Company may enter into a contract to purchase shares that would or might require a purchase to be completed after such expiry and the Company may purchase shares pursuant to any such contract as if the authority had not expired.

• That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

Stephanie Mackie Company Secretary