PZ Cussons PLC

Proxy Solicitation & Information Statement • Oct 23, 2020

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

Shareholder Reference Number

Form of Proxy - Annual General Meeting to be held on 26 November 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.

View the Annual Report and Notice of Meeting online: www.pzcussons.com

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 24 November 2020 at 10.30 am.

Explanatory Notes:

• 1. In light of the COVID-19 pandemic and in response to the UK Government's restrictions on public gatherings and travel, the arrangements and format of this year's AGM will differ from previous years. In the interest of the health and safety of our employees, shareholders and other stakeholders, this year's AGM will take place as a closed meeting and shareholders should therefore not attend the AGM in person. All shareholders are encouraged to vote by way of proxy via a designated voting platform. You should appoint the Chair of the Meeting as your proxy (any other proxy will not be allowed to attend the meeting unless it is for the purpose of forming the quorum). Should the government relax the restrictions on public gatherings and travel, or other measures prior to the AGM, alternative arrangements will be considered. Shareholders are therefore advised to check the Company's website for up-to-date information in relation to the AGM.
• 2. The 'Vote Withheld' option overleaf is provided to enable you to withhold your vote 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 at the close of business on 24 November 2020. 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.

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.

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 10.30 am on 24 November 2020. 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.

Control Number: 916705

• 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 707 1221 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.

PIN: SRN:

All Named Holders

Shareholder Questions

If you would like to raise a question relating to the business of the Meeting, please provide your question below:

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________

Questions can also be sent by email to PZCCommunications@pzcussons.com

Responses to questions will be made available after the AGM on the Company website: www.pzcussons.com

Form of Proxy

I/We hereby appoint the Chair of the Meeting to vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of PZ Cussons Plc to be held at Manchester Business Park, 3500 Aviator Way, Manchester M22 5TG on 26 November 2020 at 10.30 am, and at any adjourned meeting.

							Please use a black pen. Mark with an X
				Vote			inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive the audited financial statements for the year ended 31 May 2020 and the reports of the Directors and the auditor thereon.				11.	To re-appoint Deloitte LLP as the auditor of the Company.
2.	To approve the Report on Directors' Remuneration (other than the part containing the Directors' Remuneration Policy) for the year ended 31 May 2020.				12.	To authorise the Audit & Risk Committee to fix the remuneration of the auditor.
3.	To approve the Directors' Remuneration Policy (as contained in the Report on Directors' Remuneration for the year ended 31 May 2020).				13.	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. Special Resolutions
4.	To declare a final dividend for the year ended 31 May 2020 of 3.13p per Ordinary Share of 1p each in the Company.				14.	That, subject to the passing of Resolution 14, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities for cash.
5.	To elect J C Myers as a Director.				15.	That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases of Ordinary Shares.
6.	To re-elect C L Silver as a Director.				16.	That any general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.
7.	To elect K Bashforth as a Director.				17.	To authorise political donations and political expenditure.
8.	To re-elect D Kucz as a Director.				18.	To approve PZ Cussons Long-Term Incentive Plan 2020.
9.	To re-elect J R Nicolson as a Director.				19.	To approve PZ Cussons Share Incentive Plan 2020.
10.	To elect J C D Townsend as a Director.

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

Date
------	--

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).

H 1 0 4 6 1 2 P A T