Victrex PLC — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

Form of Proxy Victrex plc (the 'Company')

Thirty-second Annual General Meeting to be held at 11am on 7 February 2025, at the offices of J.P. Morgan Cazenove, 1 John Carpenter Street, London EC4Y 0JP.

You can submit your proxy electronically at www.shareview.co.uk using your Shareholder Reference Number.

I/We, the undersigned, being a member/members of the Company, appoint the Chair of the meeting or ......................................... as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Company's Annual General Meeting.

I/We instruct my/our proxy to vote on a poll in the manner shown below on each such resolution. Please tick here if this proxy appointment is one of multiple appointments:

Number of shares in respect of which the proxy is appointed:

Please indicate your vote by marking the appropriate boxes in black or blue ink with an 'X'. Unless otherwise instructed, the proxy will vote as he/she thinks fit or abstain on any specified resolution where no specific directions are given in respect of that resolution or any other business which may properly come before the meeting.

Ordinary Resolutions	For	Against	withheld Vote	Ordinary Resolutions	For	Against	withheld Vote
1. To receive the audited financial statements and the Auditors' and Directors' reports for the year ended 30 September 2024.				13. To authorise the Audit Committee, acting for and on behalf of the Board, to determine the auditors' remuneration.
2. To approve the Directors' remuneration report, other than the part containing the Directors' remuneration policy, for				14. To authorise political donations under the Companies Act 2006. 15. To authorise the Directors to allot
the year ended 30 September 2024. 3. To declare a final dividend of 46.14p per ordinary share in respect of the year				shares pursuant to section 551 of the Companies Act 2006.
ended 30 September 2024. 4. To elect Urmi Prasad Richardson as a				16. To adopt the rules of the Victrex plc 2025 Executive Share Options Plan. 17. To adopt the rules of the Victrex plc
Director of the Company. 5. To re-elect Vivienne Cox as a Director of the Company.				2025 Sharesave Plan. 18. To adopt the rules of the Victrex plc 2025 Employee Stock Purchase Plan.
6. To re-elect Janet Ashdown as a Director of the Company.				Special Resolutions
7. To re-elect Brendan Connolly as a Director of the Company.				19. To authorise the Directors to disapply pre -emption rights on the allotment
8. To re-elect David Thomas as a Director of the Company.				of shares up to 5% of the Company's share capital.
9. To re-elect Ros Rivaz as a Director of the Company.				20. To authorise the Directors to disapply pre -emption rights up to a further 5% for the purposes of financing an acquisition
10. To re-elect Jakob Sigurdsson as a Director of the Company.				or other capital investment.
11. To re-elect Ian Melling as a Director of the Company.				21. To authorise the Company to make market purchases of up to 10% of its own shares.
12. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.				22. That general meetings (other than Annual General Meetings) may be held upon not less than 14 clear days' notice.

have been published on our website and available for you to view To receive a letter by post informing you when shareholder documents Option 2 (written notifications)

online, you do not need to take any further action.

Option 3 (paper communications)

please tick the box and return this form to our Registrars, Equiniti by To receive the Annual Report and all shareholder documents by post,

no later than 3 February 2025.

Signature: Date:

Notes for completion of Form of Proxy

• 1. relevant instructions directly. proxy to make any comments on your behalf, you will need to appoint someone other than the Chair and give them the Chair, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your box, the Chair of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chair of the meeting, insert their full name in the box. If you sign and return this Form of Proxy with no name inserted in the a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Your participation is important to us, and we would encourage you to vote ahead of the AGM. A proxy does not need to be 2. Proxy appointments and instructions, however submitted, must be received by Equiniti Limited by 11am on 5 February 2025.
• 'against' a resolution. 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 The 'vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted 3. To be valid, a Form of Proxy must be delivered to the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing,
• one vote for every share held, which results in a more accurate reflection of the views of members. meeting will be put to vote on a poll, as permitted by the Company's Articles of Association. On a poll, each member has use 'the CREST voting service' to appoint a proxy electronically as explained below. All resolutions to be proposed at the a proxy online by following the instructions set out below. Members who hold their shares in uncertificated form may also West Sussex BN99 6DA, so as to be received by no later than 11am on 5 February 2025. Alternatively, members may appoint 4. If the member is a corporation, the proxy should be given under the common seal or under the hand of an officer or attorney

Freepost

Equiniti

Lancing

BN99 8LU

Aspect House

Spencer Road

• duly authorised in writing. 5. first in the register of members in respect of the holding of his proxy will be accepted to the exclusion of the votes of other In the case of joint holders, any joint holder may sign this Form of Proxy, but the vote of the person whose name appears
• joint holders or their proxies. 6. requested information. A proxy appointment made electronically will not be valid if sent to any address other than those provided and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www.shareview.co.uk,
• Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. or if received after 11am on 5 February 2025. All enquiries concerning this form should be directed to the Company's Registrars, 7. so by using the procedures described in the CREST Manual available via www.euroclear.com. CREST personal members or CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do
• CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. other CREST sponsored members, and those CREST members who have appointed (a) service provider(s), should refer to their 8. and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a
• CREST in the manner prescribed by CREST. to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to February 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent, Equiniti (ID RA19), by 11am on 5 of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed 9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK &
• Regulations 2001 (as amended). as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings
• your proxy. important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is go to www.proxymity.io. Your proxy must be lodged by 11am on 5 February 2025 in order to be considered valid. Before which has been agreed by the Company and approved by the Registrars. For further information regarding Proxymity, please If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process
• 1. www.victrex.com/en/privacy-policy. Shareholder Reference Numbers) will be processed in line with the Company's privacy policy, which can be accessed here: Personal data provided by members at or in relation to the AGM (including, for example, names, contact details, votes and
• 1. AGM by making an appointment with the General Counsel & Company Secretary at cosec@victrex.com: Copies of the following documents will be available for inspection from the date of this Notice of AGM until the close of the
• the Executive Directors' service contracts;

•

•

• •the letters of appointment of the Non-executive Directors;
• the Directors' Deeds of Indemnity; and
• • the Articles of Association of the Company.

Freepost RTHJ-CLLL-KBKUBN99 8LULancing Spencer Road Aspect House Equiniti

RTHJ-CLLL-KBKU