Synthomer PLC — AGM Information 2012

May 17, 2012

Company No - 98381

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

YULE CATTO & Co plc

FOR FILING WITH THE REGISTRAR OF COMPANIES

(passed 17 May 2012)

At an Annual General Meeting of the above Company duly convened and held on 17 May 2012, the following Resolutions were duly passed.

SPECIAL BUSINESS

$13.$ That the authority conferred on the Directors by Article 5.2 of the Company's Articles of Association be renewed for the period ending at the end of the Annual General Meeting in 2013 or on 30 June 2013, whichever is the earlier, and for such period the Section 551 Amount shall be £11,329,358. Such authority shall be in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006.

• $14.$ That the power conferred on the Directors by Article 5.3 of the Company's Articles of Association is hereby renewed for the period referred to in Resolution 13 and for such period the Section 561 Amount shall be £1,699,403. Such authority shall be in substitution for all previous powers pursuant to Section 561 of the Companies Act 2006.
• $15.$ That the Company is unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 ("the Act") to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of 10p each in the capital of the Company provided that:
• $a)$ the maximum number of shares which may be purchased is 33,988,076;

• the minimum price which may be paid for each share is 10p $b)$ (exclusive of expenses);

• the maximum price which may be paid for a share is an amount $c)$ equal to 105 per cent of the average of the closing middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased (exclusive of expenses); and

• this authority shall expire at the conclusion of the next Annual $\mathsf{d}$ General Meeting of the Company or, if earlier, 15 months after the passing of this Resolution (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
• $16.$ That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
• $17.$ That the maximum aggregate annual ordinary remuneration payable to Directors pursuant to Article 66.1 of the Articles of Association of the Company be and is hereby increased to £750,000.

Chairman