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ZOTEFOAMS PLC Proxy Solicitation & Information Statement 2026
5285_agm-r_2026-04-27_c96e9dd6-5b03-4aed-b6d2-162f9a9f7fb9.pdf
Proxy Solicitation & Information Statement
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ZOTEFOAMS
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4
The Chair of Zotefoams plc invites you to attend the Annual General Meeting of the Company to be held at 675 Mitcham Road, Croydon, CR9 3AL on 27 May 2026 at 10.00 am.
Shareholder Reference Number
C1234567890
MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
ADD1
ADD2
ADD3
ADD4
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 27 May 2026
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.
Control Number: 921161
SRN: C1234567890
PIN: 1234
View the Annual Report and Notice of Meeting online: https://www.zotefoams.com/investors/annual-interim-reports/
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 22 May 2026 at 10.00 am.
Explanatory Notes:
- Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their 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 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 their discretion as to whether, and if so how, they votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
- 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.
- 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.
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.
- 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 22 May 2026. 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.
- 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 10 am. on 22 May 2026. 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.
- 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.
- Any alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders
MR A SAMPLE
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4
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Poll Card To be completed only at the AGM if a Poll is called.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the annual report of the Company for the financial year ended 31 December 2025 (the "Annual Report"). | ☐ | ☐ | ☐ |
| 2. To approve the new remuneration policy of the directors of the Company (the "Directors" or the "Board") set out on page 91 of the Annual Report. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' report on remuneration for the financial year ended 31 December 2025 set out on page 91 of the Annual Report. | ☐ | ☐ | ☐ |
| 4. To declare a final dividend for the year ended 31 December 2025 of 5.35 pence per ordinary share, such dividend to be payable on 1 June 2026 to shareholders on the register of members of the Company at the close of business on 1 May 2026. | ☐ | ☐ | ☐ |
| 5. To re-elect L Drummond as a director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect R M Cox as a director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect J D Carling as a director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect M S Swift as a director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect C A Wall as a director of the Company. | ☐ | ☐ | ☐ |
| 10. To elect N Wright as a director of the Company. | ☐ | ☐ | ☐ |
| 11. To elect J Clarke as a director of the Company. | ☐ | ☐ | ☐ |
| 12. That PKF Littlejohn 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. | ☐ | ☐ | ☐ |
| 13. To authorise the Audit Committee to determine the Auditor's remuneration. | ☐ | ☐ | ☐ |
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
| 14. To authorise the Directors to allot shares and grant rights to subscribe for or convert securities up to specified limits pursuant to Section 551 of the Companies Act 2006, in substitution for previous authorities. | For | Against | Vote Withheld |
|---|---|---|---|
| Special Resolutions | ☐ | ☐ | ☐ |
| 15. Subject to the passing of resolution 14, to authorise the Directors to disapply pre-emption rights on the allotment of equity securities and sale of treasury shares for cash, within specified limits. | ☐ | ☐ | ☐ |
| 16. Subject to the passing of resolution 14, to authorise the Directors to disapply pre-emption rights for certain acquisitions or capital investments and related follow-on offers, within specified limits. | ☐ | ☐ | ☐ |
| 17. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases. | ☐ | ☐ | ☐ |
Ordinary Resolutions
| 18. That the amendments to the Zotefoams plc Long Term Incentive Plan 2017 ('2017 LTIP') be approved. | ☐ | ☐ | ☐ |
|---|---|---|---|
| 19. That the amendments to the Zotefoams plc Deferred Bonus Share Plan 2017 ('2017 DBSP') be approved. | ☐ | ☐ | ☐ |
| 20. That the amendments to the Zotefoams plc Approved Share Option Plan 2018 ('ASOP') be approved. | ☐ | ☐ | ☐ |
Special Resolution
| 21. That a general meeting other than an AGM may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
|---|---|---|---|
Signature
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).
C1234567890
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 Zotefoams plc to be held at 675 Mitcham Road, Croydon, CR9 3AL on 27 May 2026 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 inside the box as shown in this example. ☐
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the annual report of the Company for the financial year ended 31 December 2025 (the "Annual Report"). | ☐ | ☐ | ☐ |
| 2. To approve the new remuneration policy of the directors of the Company (the "Directors" or the "Board") set out on page 91 of the Annual Report. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' report on remuneration for the financial year ended 31 December 2025 set out on page 91 of the Annual Report. | ☐ | ☐ | ☐ |
| 4. To declare a final dividend for the year ended 31 December 2025 of 5.35 pence per ordinary share, such dividend to be payable on 1 June 2026 to shareholders on the register of members of the Company at the close of business on 1 May 2026. | ☐ | ☐ | ☐ |
| 5. To re-elect L Drummond as a director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect R M Cox as a director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect J D Carling as a director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect M S Swift as a director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect C A Wall as a director of the Company. | ☐ | ☐ | ☐ |
| 10. To elect N Wright as a director of the Company. | ☐ | ☐ | ☐ |
| 11. To elect J Clarke as a director of the Company.. | ☐ | ☐ | ☐ |
| 12. That PKF Littlejohn 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. | ☐ | ☐ | ☐ |
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
DD / MM / YY
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).
CCS3205 18 ZFM +
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