Victrex PLC

AGM Information • Feb 15, 2021

At the Annual General Meeting of the Company, duly convened and held at Victrex Technology Centre, Hillhouse International, Thornton Cleveleys, Lancashire FY5 4QD at 11.00am on 12 February 2021,

the following resolutions by the members entitled to attend and vote at the meeting:

Special Resolution No. 17 - Renewal of Directors Powers - Section 560

That, conditional upon Resolution 16 in this Notice of Annual General Meeting being passed, the Directors be and are hereby given power to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority given by that resolution (or by way of a sale of treasury shares), as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be limited:

a) to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of authority granted under paragraph (b) of Resolution 16, by way of a rights issue only):

i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii) to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter; and

b) in the case of the authority granted under paragraph (a) of Resolution 16 and/or in the case of any sale of treasury shares to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a maximum aggregate nominal amount of £43,319.

Such power shall expire at the conclusion of the Company's next Annual General Meeting (or, if earlier, at the close of business on 31 March 2022), save that the Company may make offers, and enter into agreements, before such expiry which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

The resolution was put to the meeting and was carried as a special resolution.

Special Resolution No. 18 - Renewal of Directors Powers to allot a further 5% of equity securities-Section 560

That, conditional upon Resolution 16 in this Notice of Annual General Meeting being passed, the Directors be and are hereby given power in addition to any authority granted under Resolution 17 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority given by that Resolution 16 (or by way of a sale of treasury shares), as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be:

a) limited to the allotment of equity securities or sale of treasury shares up to a maximum aggregate nominal amount of £43,319; and

b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original tr ansaction] d tr ansactiou which Lhe Directors determine Lo be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

Such power shall expire at the conclusion of the Company's next Annual General Meeting (or, if earlier, at the close of business on 31 March 2022), save that the Company may make offers, and enter into agreements, before such expiry, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires to have effect and the Directors may allot equity securities (and sell treasury shares) under any such offer or

agreement as if the power had not expired.

The resolution was put to the meeting and was carried as a special resolution.

Special Resolution No. 19 - Renewal of existing Authority to Market Purchase of own shares

1. That the Company be and is hereby authorised generally and unconditionally pursuant to section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of lp each in the capital of the Company ('Ordinary Shares'), such power to be limited:

a) to a maximum aggregate number of 8,663,940 Ordinary Shares;

b) by the condition that the maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the highest of:

(i) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time; and

(ii) an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and

c) by the condition that the minimum price which may be paid for an Ordinary Share is lp (exclusive of expenses).

Such authority shall expire at the conclusion of the Company's next Annual General Meeting (or, if earlier, at the close of business on 31 March 2022) but so that the Company may before such authority expires enter into a contract under which a purchase of Ordinary Shares may be completed or executed wholly or partly after the authority expires and the Company may purchase Ordinary Shares in pursuance of such contract as if the authority had not expired.

The resolution was put to the meeting and was carried as a special resolution.

Special Resolution No. 20 - Renewal shortened Notice of General Meeting

That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

The resolution was put to the meeting and was carried as a special resolution.

Special Resolution No. 21 - Renewal shortened Notice of General Meeting

That the regulations contained in the document produced to the meeting and initialed by the Chairman of the meeting for the purpose of identification are adopted as the Company's new Articles of Association in substitution for and to the exclusion of the Company's existing Articles of Association.

The resolution was put to the meeting and was carried as a special resolution.

Louise Waldek Company Secretary