ZOTEFOAMS PLC — Proxy Solicitation & Information Statement 2020

May 6, 2020

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

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Shareholders should note that whilst the COVID-19 Stay at Home Measures remain in place, it will not be possible for shareholders to attend the Annual General Meeting in person and they will only be able to vote by proxy. The meeting will be quorate with the attendance of two directors who are shareholders. Shareholders are encouraged to submit any questions by email to investorinfo@zotefoams.com a minimum of 48 hours prior to the AGM.

Form of Proxy - Annual General Meeting to be held on 8 June 2020

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.

View the Annual Report and Notice of Meeting online: www.zotefoams.com

PIN: 1245 SRN: C0000000000 Control Number: 916127

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 4 June 2020 at 10.00 am.

The following notes are subject to Stay At Home Measures prohibiting attendance of the Annual General Meeting by a Member or Proxy

• 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). Shareholders are urged to appoint the Chairman of the Meeting as their proxy, as only one other Director will be in attendance to ensure the Annual General Meeting is quorate. *00000101010070* 163144_183116_MAIL/000001/000001/SG601/i123 000001
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1424 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

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.

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. 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 1424 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.

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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).

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1.	on 8 June 2020 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 Resolutions To receive the Annual Report of the Company for the year ended 31 December 2019.	For	Against	Vote Withheld	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 Zotefoams plc, 675 Mitcham Road, Croydon CR9 3AL, UK Please use a black pen. Mark with an X inside the box as shown in this example. Vote For Against Withheld 10. To re-elect J D Carling as a Director.
2.	To approve the New Directors' Remuneration Policy set out on pages 58 to 63 in the Annual Report.				11. That PricewaterhouseCoopers LLP be and is hereby re appointed as Auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
3.	To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2019 set out on pages 56 to 72 of the Annual Report.				12. To authorise the Audit Committee to determine the Auditor's remuneration.
4.	To elect A M Fielding as a Director.				13. That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be and are generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act).
5.	To elect C A Wall as a Director.				Special Resolutions 14. That if resolution 13 is passed, the Directors be authorised to allot further equity securities for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares.
6.	To re-elect S P Good as a Director.				15. That if resolution 13 is passed, the Directors be authorised in addition to any authority granted under resolution 14 to allot equity securities.
7.	To re-elect D B Stirling as a Director.				16. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases.
8.	To re-elect G C McGrath as a Director.				17. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
9.	To re-elect D G Robertson as a Director.

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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