ZOTEFOAMS PLC — Proxy Solicitation & Information Statement 2012

Mar 28, 2012

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 10 May 2012

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 8 May 2012 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 0870 703 006 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.

• 5. 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 703 006 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 6. Any alterations made to this form should be initialled.
• 7. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

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.

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

Poll Card To be completed only at the AGM if a Poll is called.		Ordinary Business	For	Against	Withheld
		1. To receive the audited annual accounts of the Company for the year ended 31 December 2011.
		2. To approve the directors' remuneration report for the year ended 31 December 2011 in accordance with Section 439 of the Companies Act 2006.
		3. To declare a final dividend for the year ended 31 December 2011 of 3.30 pence per ordinary share.
		4. To elect M-L Clayton as a director who was appointed since the last Annual General Meeting.
		5. To elect A Walker as a director who was appointed since the last Annual General Meeting.
		6. To re-elect R J Clowes as a director who retires by rotation.
		7. To re-elect N G Howard as a director who retires by rotation.
		8. To re-elect C G Hurst as a director who retires by rotation.
		9. To re-elect D B Stirling as a director who retires by rotation.
		10. That KPMG Audit plc be and is hereby re-appointed as auditor of the Company.
		11. To authorise the directors to determine the remuneration of the auditor.
		Special Business 12. To authorise the directors to allot shares.
		13. That the directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities (as defined
		in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the directors. 14. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to
		make market purchases.
Signature In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act		15. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
2006) unless this has already been lodged at registration.
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 Zotefoams plc to be held at 675 Mitcham Road, Croydon CR9 3AL on 10 May 2012 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.		Please use a black pen. Mark with an X
	Vote	inside the box as shown in this example.			Vote
Ordinary Business 1. To receive the audited annual accounts of the Company for the year	For Against Withheld	For 9. To re-elect D B Stirling as a director who retires by rotation.	Against
ended 31 December 2011.					Withheld
2. To approve the directors' remuneration report for the year ended 31		10. That KPMG Audit plc be and is hereby re-appointed as auditor of the
December 2011 in accordance with Section 439 of the Companies Act 2006.		Company.
3. To declare a final dividend for the year ended 31 December 2011 of 3.30		11. To authorise the directors to determine the remuneration of the auditor.
pence per ordinary share.
		Special Business
4. To elect M-L Clayton as a director who was appointed since the last Annual General Meeting.		12. To authorise the directors to allot shares.
5. To elect A Walker as a director who was appointed since the last Annual		13. That the directors be and they are empowered pursuant to Section 570(1)
General Meeting.		of the Act to allot equity securities (as defined in Section 560(1) of the Act)
		of the Company wholly for cash pursuant to the authority of the directors.
6. To re-elect R J Clowes as a director who retires by rotation.		14. That the Company be and is hereby unconditionally and generally
		authorised for the purposes of Section 701 of the Act to make market purchases.
7. To re-elect N G Howard as a director who retires by rotation.		15. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
8. To re-elect C G Hurst as a director who retires by rotation.
		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).

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