Synthomer PLC — Proxy Solicitation & Information Statement 2012

Apr 17, 2012

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Attendance Card

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Chairman of Yule Catto & Co plc invites you to attend the Annual General Meeting of the Company to be held at the

Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU on 17 May 2012 at 11.00 am.

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 17 May 2012

Register at www.investorcentre.co.uk - manage your shareholding online, the easy way!

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 15 May 2012 at 11.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1421 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain 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.

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. 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 close of business on the day which is two days before the day of the meeting. 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.
• 5. 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 48 hours before the time appointed for holding the meeting. 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.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1421 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Directions to AGM venue

The Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU

By Road from South and M25 (Junction 27)

From London take the M11 exit at Junction 7 following signs on the A414 to Harlow first, then Bishop's Stortford (straight over 3 roundabouts). At the 4th roundabout take the A1184 to Sawbridgeworth and travel North. Turn left at the sign for High Wych. Once in the village turn right at the Half Moon Pub which is on the left hand bend. The entrance to the estate can be seen 200 yards on the left-hand side.

By Road from the North

Take the M11 exit at Juction 8 following signs for Bishop's Stortford then Sawbridgeworth. Once through Sawbridgeworth travelling south, turn right at the sign for High Wych. Once in the village turn right at the Half Moon Pub which is on the left hand bend. The entrance to the estate can be seen 200 yards on the left-hand side.

By Rail

From Liverpool Street Station, London - there are two trains every half hour. Journey time is approximately 45 minutes. Take the Cambridge or Bishop's Stortford train and alight at Harlow Town or Sawbridgeworth station. The Hotel is 10 minutes taxi ride away.

By Air

Stansted Airport is a 20 minutes drive away. Heathrow Airport is approximately 60 miles away. Luton Airport is a 45 minutes drive away. Gatwick Airport is approximately 1 hour 15 minutes by car.

London City Airport is a 40 minute drive away by car

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

C0000000000

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Yule Catto & Co plc to be held at the Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU on 17 May 2012 at 11.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote							Please use a black pen. Mark with an X inside the box as shown in this example.
Ordinary Business		For	Against	Withheld				For	Against	Vote Withheld
1.	To receive the Annual Report and Accounts for the year ended 31 December 2011.					10. To elect as a director Dr J Jansz.
2.	To approve the Remuneration Report.					11. To re-appoint the auditor.
3.	To declare a final dividend.					12. To authorise the directors to set the auditor's remuneration.
4.	To re-elect as a director Mr D C Blackwood.					Special Business 13. To renew the authority of the directors to allot shares.
5.	To re-elect as a director Mr A M Whitfield.					14. To renew the authority given to directors to allot securities for cash other than on a pro-rata basis.
6.	To re-elect as a director the Hon. A G Catto.					15. To give the directors authority to purchase the company's shares.
7.	To re-elect as a director Dato' Lee Hau Hian.					16. To permit the holding of General Meetings at 14 days' notice.
8.	To re-elect as a director Mr J K Maiden.					17. Limit on Directors' fees.
9.	To elect as a director Mr N A Johnson.
	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
						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).

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44 (0)870 707 1421

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Shareholder Reference Number

C0000000000

IMPORTANT NOTICE - LEGISLATION CHANGE

Recent changes in the Companies Act allow the default option for receiving and accessing shareholder communications (including your annual report) to be via a company's website. You now have the choice of receiving an email when your annual report and other shareholder communications become available or continuing to receive a printed copy.

PLEASE MAKE YOUR SELECTION ON THE BACK OF THIS LETTER

Dear shareholder

WHAT THIS MEANS FOR YOU

We encourage you to play your part in reducing our impact on the environment and elect to be notified by email when your shareholder communications are available online. This means you will now receive timely, cost-effective, and greener online annual reports (and other communications as they become available) unless you request a printed copy.

WHAT ARE YOUR OPTIONS?

Receive email notification when your shareholder communications become available online

Continue receiving a printed copy of all your communications

If you do not indicate your preference to us by 18 May 2012 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.

Please refer to the back of this letter to make your selection.

If you have any questions about this letter please contact us.

Yours sincerely

Richard Atkinson Company Secretary

Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5HS. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

PLEASE MAKE YOUR SELECTION HERE

Continue receiving a printed copy of all your communications.

To continue to receive a printed copy of the annual report and other shareholder communications please tick and send this letter back to us in the enclosed reply paid envelope.

If you take no action

If you do not indicate your preference to us by 18 May 2012 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.

C0000000000