Synthomer PLC — Proxy Solicitation & Information Statement 2021

Mar 30, 2021

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 29 April 2021

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 27 April 2021 at 12.00 noon.

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 or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, 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 or her discretion as to whether, and if so how, he or she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his or her discretion as to whether, and if so how, he or she 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 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.
• 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.

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.

• 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 0370 707 1421 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

COVID-19

Current Government guidance, which is highly likely to apply at the time of this year's Annual General Meeting ("AGM") on 29 April 2021 precludes indoor gatherings. We are therefore proposing to hold the AGM at our London head office with the minimum attendance required to form a quorum.

We would always prefer to welcome shareholders in person to our AGMs. However, in the current circumstances, shareholders will not be permitted to attend the AGM but we would encourage all shareholders to vote by submitting this Form of Proxy.

We meet with many shareholders during each year and we are always happy to answer any questions from shareholders. As you consider voting ahead of the AGM and in the absence of being able to attend the AGM, we welcome any questions you may have to be submitted by email to IR@synthomer.com. Your Board will endeavour to provide written answers to all questions submitted and make them available ahead of the Proxy submission deadline of 27 April 2021 by posting them on a dedicated 2021 Annual General Meeting page in the Investor Relations section of the Company website.

We appreciate your support and have endeavoured to put in place proportionate arrangements which meet the interests of all shareholders. Our approach is based on the Government guidance published on 22 February 2021. Given the constantly evolving nature of the situation, should circumstances change before the time of the AGM, we will notify shareholders by announcement through the Regulatory News Service as early as possible before the date of the meeting and also post updates on the Company website at www.synthomer.com .

Form of Proxy

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

I/We hereby appoint the Chair 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 the Company, 45 Pall Mall, London, SW1Y 5JG on 29 April 2021 at 12.00 noon, 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 Resolutions	For	Against	Withheld				For	Against	Vote Withheld
1.	To receive the Annual Report and Accounts for the year ended 31 December 2020.				11.	To re-elect as a director Mrs C A Johnstone.
2.	To approve the Annual Report on Remuneration.				12.	To elect as a director Ms C S Dubin.
3.	To declare an ordinary dividend for the year ended 31 December 2020 of 8.6p pence per share.				13.	To re-appoint PricewaterhouseCoopers LLP as auditor.
4.	To re-elect as a director Mr C G MacLean.				14.	To authorise the Audit Committee to determine the remuneration of the auditor.
5.	To re-elect as a director Mr S G Bennett.				15.	To renew the authority of the directors to allot shares. Special Resolutions
6.	To re-elect as a director the Hon. A G Catto.				16.	To disapply pre-emption rights on up to 5% of the Issued Share Capital.
7.	To re-elect as a director Dato' Lee Hau Hian.				17.	To disapply pre-emption rights on an additional 5% of the Issued Share Capital.
8.	To re-elect as a director Dr J J C Jansz.				18.	To give the directors authority to purchase the company's shares.
9.	To re-elect as a director Mr B W D Connolly.				19.	To permit that the holding of a general meeting, other than an Annual General Meeting, be called on not less than 14 clear days' notice.
10	To re-elect as a director Ms H A Van Deursen.

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
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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).

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