Synthomer PLC — Proxy Solicitation & Information Statement 2016

Mar 31, 2016

synthomer

MR A SAMPLE

SAMPLE STREET

SAMPLE TOWN

SAMPLE CITY

SAMPLE COUNTY

AA11 1AA

CONCURRED

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

Additional Holders:

ADDITIONAL HOLDER 1

ADDITIONAL HOLDER 2

ADDITIONAL HOLDER 3

ADDITIONAL HOLDER 4

The Chairman of Synthomer plc invites you to attend the Annual General Meeting of the Company to be held at the offices of

Canaccord Genuity Limited, 88 Wood Street, London, EC2V 7QR on 28 April 2016 at 10.00 am.

Shareholder Reference Number

C000000000

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 28 April 2016

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.

Control Number: 913559

SRN: C0000000000

PIN: 1245

View the Annual Report and Notice of Meeting online: www.synthomer.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 26 April 2016 at 10.00 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 0370 707 1421 or you may photocopy the reverse of this form only. 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 level of designated account printed hereon. This personalised form is not transferable to other different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any increase in cost does not comply with these conditions.

1. 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.

2. 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.

3. 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 1421 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

4. Any alterations made to this form should be initialled.

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

All Named Holders

MR A SAMPLE

Additional Holder 1

Additional Holder 2

Additional Holder 3

Additional Holder 4

50/10

131297_111232_MAIL/000001/000001/SG150/1234

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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).

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 Synthomer plc to be held at the offices of Canaccord Genuity Limited, 88 Wood Street, London, EC2V 7QR on 28 April 2016 at 10.00 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.

Ordinary Business	For	Against	Vote Withheld
1. To receive the Annual Report and Accounts for the year ended 31 December 2015.	☐	☐	☐
2. To approve the Annual Report on Remuneration.	☐	☐	☐
3. To declare an ordinary dividend for the year ended 31 December 2015 of 5.4 pence per share.	☐	☐	☐
4. To re-elect as a director Mr C G MacLean.	☐	☐	☐
5. To re-elect as a director the Hon. A G Catto.	☐	☐	☐
6. To re-elect as a director Mr J Chen.	☐	☐	☐
7. To re-elect as a director Dato' Lee Hau Hian.	☐	☐	☐
8. To re-elect as a director Dr J J C Jansz.	☐	☐	☐
9. To re-elect as a director Mr B W D Connolly.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example. ☐

For	Against	Vote Withheld
10. To re-elect as a director Mrs C A Johnstone.	☐	☐
11. To re-elect as a director Mr N A Johnson.	☐	☐
12. To elect as a director Mr S G Bennett.	☐	☐
13. To re-appoint PricewaterhouseCoopers LLP as auditors.	☐	☐
14. To authorise the Directors to determine the remuneration of the auditor.	☐	☐
15. To renew the authority of the directors to allot shares.	☐	☐
Special Business	☐	☐
16. To disapply pre-emption rights.	☐	☐
17. To give the directors authority to purchase the company's shares.	☐	☐
18. To permit the holding of General Meetings at 14 days' notice.	☐	☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, this proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

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).

H1042

YCC