Morgan Advanced Materials PLC

Proxy Solicitation & Information Statement • Mar 30, 2022

Morgan Advanced Materials plc ATTENDANCE CARD –	Annual General Meeting of Morgan Advanced Materials plc to be held on Thursday 5 May 2022 at the Company's head office at York House, Sheet Street, Windsor SL4 1DD at 10.30am UK time (AGM). Tel: +44 (0)1753 837000
2022 ANNUAL GENERAL MEETING	NOTICE OF AVAILABILITY
	IMPORTANT – PLEASE READ CAREFULLY You can access the 2022 Notice of AGM and the 2021 Annual Report and Accounts on the
	Company's website at www.morganadvancedmaterials.com under the section 'Invest in Us'. If you wish to receive a paper copy of either document please contact Equiniti Limited, Aspect
	House, Spencer Road, Lancing BN99 6DA. If you attend the AGM, please complete this card where indicated below and, on your arrival,
	hand it to the Company's registrar at the entrance of the Meeting. You should not attend the AGM if you have COVID-19, or are experiencing any of its main symptons.
	Signature of person(s) attending
	Attendance Card Explanatory Notes:
	Please detach and retain this section. The Annual General Meeting of Morgan Advanced Materials plc is to be held at York House, Sheet Street, Windsor SL4 1DD on Thursday 5 May 2022 at 10:30am.
	If you wish to attend the meeting Please bring this card with you as evidence of your right to attend and vote. You should not attend the AGM if you have COVID-19, or are experiencing any of its main symptons.
	If you are unable to attend the meeting
	Irrespective of whether or not you propose to attend the AGM, we would encourage you to appoint the Chair of the Meeting as your proxy. This will ensure that your vote will be counted if
	ultimately you (or any other proxy you might otherwise appoint) are not able to attend on the day for any reason. You can appoint a proxy and submit your voting instructions by using one of the methods set out in the Notes to the Notice of AGM.
Bar code:	Directions:
Shareholder Reference Number:	By Train: There are two train stations in Windsor: Windsor and Eton Central station which is approx. a 10 minute walk to York House and Windsor and Eton Riverside station which is approx. a 12 minute walk to York House.
	By Car: There is no car parking available to shareholders at York House. There are a number of public car parks in central Windsor which are located near to York House, including Victoria Street
	Car Park, Victoria Street, Windsor SL4 1EG and Alexandra Gardens Car Park, Alma Road, Windsor,
	SL4 EHY. These are approx. a 7 minute walk to York House.
Registered in England and Wales No. 286773. Registered Office: York House, Sheet Street, Windsor SL4 1DD Morgan Advanced Materials plc	PLEASE TEAR HERE Voting ID: Task ID:
PROXY FORM – 2022 ANNUAL GENERAL MEETING You may use this form to appoint a proxy on your behalf. Important: Please read the instructions below and Notes overleaf before completing this form	Shareholder Reference Number: Number of Shares
I/We the undersigned being a member(s) of the above Company and entitled to vote at the above-mentioned Meeting hereby appoint the Chairman of the Meeting or (see Notes 2 to 4)	(see Notes 2 to 4)
to act as my/our proxy at the Annual General Meeting to be held on Thursday 5 May 2022 at 10.30am at Morgan Advanced Materials plc, York House, Sheet Street, Windsor SL4 1DD and at any adjournment thereof as directed	5970-0008 Product ID:
below. I/We also authorise my/our proxy to vote (or withhold the vote) as he or she thinks fit in relation to any other matter which is properly put before the Meeting. Please indicate with an 'X' in the boxes below how you wish your
vote to be cast in respect of the following resolutions (see Note 6). Please tick here if this proxy appointment is one of multiple appointments being made (see Note 4).
Resolutions 1 to 16 will be proposed as ordinary resolutions.
Against Resolutions 17 to 20 will be proposed as special resolutions. For 1 To receive the audited accounts and the Auditor's and	withheld withheld Against Vote Vote For 12 To re-appoint Deloitte LLP as Auditor of the Company
Directors' Reports for the year ended 31 December 2021 2 To approve the Directors' Remuneration Policy (as contained	13 To authorise the Audit Committee to determine the Auditor's remuneration
in the Directors' Remuneration Report)	14 To authorise the Company and its subsidiaries to make political
3 To approve the Directors' Remuneration Report for the year ended 31 December 2021	donations and incur political expenditure 15 To authorise the Directors to allot shares up to the specified limit
4 To declare the final dividend	16 To approve the Morgan Advanced Materials Share Plan 2022
5 To re-elect Jane Aikman as a Director	17 To empower the Directors to generally disapply pre-emption rights up to the specified limit
6 To re-elect Helen Bunch as a Director 7 To re-elect Douglas Caster as a Director	18 To empower the Directors to disapply pre-emption rights in
8 To re-elect Laurence Mulliez as a Director	connection with acquisitions or capital investments up to the specified limit
9 To re-elect Pete Raby as a Director	19 To authorise the Company to purchase its own Ordinary shares up to the specified limit
10 To re-elect Peter Turner as a Director 11 To re-elect Clement Woon as a Director	20 To enable the Company to convene a general meeting (other than AGMs) on at least 14 days' notice

+ + The proxy form must be signed. In the case of joint accounts, one holder may sign the proxy form. The vote of the senior who tenders a vote will be taken to the exclusion of all others. In the case of a corporation, this form must be executed either under its common seal or under the hand of an Officer or Attorney duly authorised.

Registered in England and Wales No. 286773. Registered Office: York House, Sheet Street, Windsor SL4 1DD

NOTES RELATING TO THE PROXY FORM

• 1. Shareholders are reminded that neither they nor their appointed proxies should attend the Meeting in person if they have COVID-19 or are experiencing any of its main symptoms.
• 1. Every shareholder has the right to appoint some other person(s) of their choice as his or her proxy to exercise all or any of his or her rights to attend, speak and vote on their behalf at the Meeting. A proxy need not be a shareholder of the Company.
• 1. If you wish to appoint a proxy other than the Chairman of the Meeting, please delete the words 'the Chairman of the Meeting or' and substitute the name of your choice. Where you appoint as your proxy someone other than the Chairman of the Meeting, you are responsible for ensuring that they attend the Meeting, that they are aware of the information set out in Note 1 above and that they are aware of your voting intentions. If you wish for a proxy to make any comment on your behalf at the Meeting, you will need to appoint someone other than the Chairman of the Meeting and give them the relevant instructions directly. 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 the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or in the case of a corporate shareholder, the full voting entitlement for each relevant designated account).
• 1. A shareholder may appoint a proxy by completing this proxy form and sending it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, to the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA so as to arrive not later than 10.30am on Tuesday 3 May 2022. Note that you may return the proxy form in an envelope to FREEPOST RTHJ–CLLL–KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. A Shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the appointing shareholder. To appoint more than one proxy, an additional proxy form may be obtained by contacting Equiniti Limited on 0371-384-2412 from the UK, or +44 (0) 121-415-0845 if calling from outside the UK. Lines are open 8.30am – 5.30pm, Monday to Friday or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking 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.
• 1. As an alternative to completing the hard copy proxy form, a shareholder may appoint a proxy electronically. To appoint one or more proxies and give voting instructions online or via the CREST system or via the Proxymity platform, you should follow the procedures set out in the Notes to the Notice of Meeting and make the proxy appointment(s) and give the voting instructions so as to be received at the address and by the time stated in the Notes to the Notice of Meeting. Any electronic communication sent by a shareholder to the Company or Equiniti Limited which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the shareholder of the rejected communication.
• 1. You may instruct your proxy how to vote by marking the appropriate box next to each resolution. The resolutions are set out in full in the Notice of Meeting and further details are contained in the Explanatory Notes in the Notice of Meeting. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution in respect of the voting entitlement you granted to that proxy, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the Meeting, including amendments to resolutions, and at any adjournment of the Meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
• 1. The Company specifies that only those holders of Ordinary shares of 25p each, registered in the register of members of the Company at close of business on Tuesday 3 May 2022 (or, in the event that the Meeting is adjourned, in the register of members at close of business on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be entitled to attend and vote at the Meeting in respect of the number of Ordinary shares registered in their names at that time. Changes to entries on the register of members after close of business on Tuesday 3 May 2022 (or, in the event that the Meeting is adjourned, on the register of members after close of business on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
• 1. In the case of joint holders of Ordinary shares any one of such holders may vote at the Meeting, either personally or by proxy, in respect of those shares, and if more than one of such joint holders is present at the Meeting, either personally or by proxy, the joint holder whose name stands first on the register as one of such holders shall be entitled to vote in respect thereof.
• 1. Except as provided above, shareholders who wish to communicate with the Company in relation to the Meeting should do so using the means set out in the Notes to the Notice of Meeting. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this proxy form or in any related documents to communicate with the Company for any purposes other than those expressly stated.
• 1. Shareholders who have returned proxy forms in accordance with Note 4 or who register the appointment electronically in accordance with Note 5 are not precluded from attending the meeting and voting in person if they so wish.

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Equiniti Aspect House Spencer Road LANCING BN99 8FD