Johnson Matthey : Notice of Annual General Meeting 2024

Notice of Annual General Meeting 2024

Thursday 18th July 2024 at 11.00 am

Letter from the Chair

Dear Shareholders

I am pleased to enclose the Notice of Annual General Meeting 2024 (Notice of AGM) of Johnson Matthey Plc (the company) which will be held on Thursday 18th July 2024 at

11.00 am at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG.

This Notice of AGM describes the business that will be proposed and sets out the procedures for your participation and voting. The board is looking forward to welcoming shareholders to the annual general meeting (AGM) in person. As in previous years, we will once again offer a webcast and telephone conference to ensure that those who cannot attend in person can still watch, listen and ask questions in real time. Details of how to join are included within the important notes on page 11.

Voting

Your vote is important to us and I strongly encourage all shareholders to exercise their votes by submitting their proxy forms either electronically or by post. Shareholders may wish to appoint the Chair of the meeting as their proxy as this will ensure that your vote is counted if you (or any other person you wish you appoint as proxy) are unable to attend on the day. Further details relating to proxy appointments are set out in notes 2 to 5 on pages 11 and 12 of this Notice of AGM. Our live webcast and telephone conference will not have a voting facility, so it is important that you cast your vote ahead of the meeting if you do not plan to attend in person.

If there are any changes to the arrangements for the AGM as set out in this notice, we will notify shareholders as soon as possible via our website, matthey.com/investors/shareholder- information/shareholder-meetings and, where appropriate, by Regulatory Information Service announcement.

Recommendation

The board considers that the resolutions set out in this Notice of AGM are likely to promote the success of the company and are in the best interests of the shareholders and the company as a whole. The directors unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own beneficial holdings of shares in the company.

Yours faithfully

Patrick Thomas

Chair

THIS DOCUMENT IS IMPORTANT AND NEEDS YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document and the accompanying documents, or the action you should take, you should seek your own independent advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Johnson Matthey Plc you should send this document and the accompanying documents to the purchaser or transferee, or to the person through whom the sale or transfer was effected to ensure they are forwarded to the person who now holds the shares.

Shareholder communications

As we look to minimise our impact on the planet and its resources, we are asking shareholders to do the same. Please consider whether you could:

• Receive your copy of notices of annual general meeting and other shareholder communications electronically; and
• Receive your dividends (and any unclaimed dividends) directly into your bank account.

Shareholders can register for electronic communications and update your dividend payment instructions via Shareview, a secure internet based platform provided by our Registrar, Equiniti. Go to shareview.co.uk and follow the 'Register' link.

You will need to enter your Shareholder Reference Number which is included on your proxy form.

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The Resolutions

Notice is hereby given that the Annual General Meeting 2024 (AGM) of Johnson Matthey Plc will be held at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG on Thursday 18th July 2024 at 11.00 am to consider and, if thought fit, to pass resolutions

1 to 16 as ordinary resolutions and 17 to 20 as special resolutions.

Explanatory notes to the resolutions are set out on pages 8 to 10.

Ordinary Resolutions

Annual report and accounts

1. To receive the company's annual accounts for the year ended 31st March 2024 together with the strategic report, directors' report and the auditor's report.

Remuneration

2. To approve the directors' remuneration report for the year ended 31st March 2024, other than the part containing the directors' remuneration policy, as set out on pages 109-117 of the Annual Report and Accounts 2024.

Final dividend

3. To declare a final dividend of 55 pence per ordinary share in respect of the year ended 31st March 2024, payable to members on the register at the close of business on

7th June 2024.

Directors

Biographies of each director, including details of the contribution that they make to the company, can be found on pages 6 and 7.

1. To re-elect Liam Condon as a director of the company.
2. To re-elect Rita Forst as a director of the company.
3. To re-elect Jane Griffiths as a director of the company.
4. To re-elect Barbara Jeremiah as a director of the company.
5. To re-elect Xiaozhi Liu as a director of the company.
6. To re-elect John O'Higgins as a director of the company.
7. To re-elect Stephen Oxley as a director of the company.
8. To re-elect Patrick Thomas as a director of the company.
9. To re-elect Doug Webb as a director of the company.

Auditor

1. To re-appoint PricewaterhouseCoopers LLP as auditor of the company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the company.
2. To authorise the Audit Committee to determine the remuneration of the auditor.

Political donations

15. That in accordance with the Companies Act 2006 (the Act), Johnson Matthey Plc and its subsidiaries during the period this resolution is effective, be generally and unconditionally authorised in aggregate to:

1. make political donations to political parties or independent election candidates;
2. make political donations to political organisations other than political parties; and
3. incur political expenditure,

in each case, as such terms are defined in the Act, provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000. This authority shall commence on the date of the passing of this resolution and remain in force until the conclusion of the company's next annual general meeting (or, if earlier, until close of business on 18th October 2025).

Directors' authority to allot shares

16. That the directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the company to allot shares in the company and to grant rights to subscribe for, or to convert any security into, shares in the company (Rights):

1. up to an aggregate nominal amount of £68,011,515; and
2. up to a further aggregate nominal amount of £68,011,515 provided that (i) they are equity securities (within the meaning of section 560(1) of the Act) and (ii) they are offered by way of a rights issue in favour of the holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire at the conclusion of the company's next annual general meeting after the passing of this resolution or, if earlier, on 18th October 2025, save that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not ended, and all unexercised authorities previously granted to the directors to allot shares and grant Rights be and are hereby revoked.

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Special Resolutions

Disapplication of pre-emption rights

17. That, if Resolution 16 is passed, the directors be given power (pursuant to sections 570 and 573 of the Companies Act 2006 (the Act)) to allot equity securities (within the meaning of section 560 of the Act) for cash under the authority given by Resolution 16; and/or sell ordinary shares held by the company as treasury shares for cash as if section

561(1) of the Act did not apply to such allotment, such power to be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 16 by way of a rights issue only) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings, subject to any limits or restrictions or arrangements as the directors consider necessary or appropriate to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter;
2. the allotment to any person or persons of equity securities or sale of treasury shares, otherwise than pursuant to paragraph (a) above, up to an aggregate nominal amount of £20,403,455; and
3. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraphs (a) and (b) of this Resolution 17) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 17, such power to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and such power to apply until the conclusion of the company's next annual general meeting after the passing of this Resolution 17 or, if earlier, on 18th October 2025 but, in each case during this period the company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not ended.

18. That, if Resolution 16 is passed and in addition to the power granted by Resolution 17, the directors be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined within the Act) for cash under the authority granted under paragraph (a) of Resolution 16 and/or to sell ordinary shares held by the company as treasury shares for cash as if section 561(1) of the Act did not apply to such allotment or sale, such power to be limited to:

1. the allotment of equity securities or sale of treasury shares up to a nominal amount of £20,403,455, such power to be used only for the purposes of financing a transaction which the directors determine to be either an acquisition or a specified 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 or for the purposes of refinancing such a transaction within 12 months of its taking place; and
2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 18) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 18, such power to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 to apply until the conclusion of the company's next annual general meeting after the passing of this Resolution 18 or, if earlier, on 18th October 2025 but, in each case, during this period the company may make offers and enter into agreements, which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

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Company's authority to purchase own shares

19. That the company is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006 (the Act)) of its own ordinary shares on the terms and in the manner the directors may from time to time determine, provided that:

1. the maximum aggregate number of ordinary shares which may be purchased is
   18,393,997 (representing approximately 10% of the company's issued ordinary share capital, excluding treasury shares);
2. the minimum price which may be paid for an ordinary share is 110 49/53 pence (excluding expenses);
3. the maximum price (excluding expenses) which may be paid for an ordinary share is the higher of (i) an amount equal to 105% of the average market value of an ordinary share in the company (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and highest current independent bid for an ordinary share in the company on the trading venues where the market purchases by the company pursuant to the authority granted by this Resolution 19 will be carried out; and
4. unless previously renewed, revoked or varied by the company in general meeting, this authority shall expire at the conclusion of the company's next annual general meeting after the passing of this Resolution 19 or, if earlier, on 18th October 2025, but a contract or contracts of purchase may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.

Notice period for general meetings, other than annual general meetings

20. That a general meeting of the company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Simon Price

General Counsel and Company Secretary

6th June 2024

Johnson Matthey Plc

5th Floor, 25 Farringdon Street,

London EC4A 4AB

Registered Number: 33774

Johnson Matthey | Notice of Annual General Meeting 2024

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Board of Directors

Patrick Thomas

Chair

Appointed to the board: June 2018

Career and experience which support strategy and long-term success

Between 2015 and May 2018, Patrick was Chief Executive Officer and Chair of the board of management at Covestro AG. Between 2007 and 2015, he was Chief Executive Officer of its predecessor, Bayer MaterialScience, before its demerger from Bayer AG. He is a fellow of the Royal Academy of Engineering.

Contribution

Patrick has deep experience of leading international speciality chemical businesses. He also has a track record in driving growth through science and innovation across global markets, with a strong focus on sustainability.

External appointments

Non-Executive Director at AkzoNobel and member of Covestro AG's supervisory board.

Liam Condon

Chief Executive Officer

Appointed to the board: March 2022

Career and experience which support strategy and long-term success

Liam was previously a member of the board of management of Bayer AG and President of the Crop Science Division, a role he held for nine years. He has also served in senior roles at Schering AG and Bayer HealthCare.

Contribution

Liam is a dynamic and values-driven leader, with an impressive track record of leading science-based businesses while delivering consistent high-quality performance. He balances commercial ability with a strong strategic perspective. He has a proven track record of driving growth and modernising organisations.

External appointments

Non-Executive Director at Halma plc.

Stephen Oxley

Chief Financial Officer

Appointed to the board: April 2021

Career and experience which support strategy and long-term success

Stephen joined from KPMG, where he was a partner. He is experienced in both audit and advisory roles for large, complex international companies across a variety of sectors including fast-moving consumer goods, healthcare, natural resources and industrials. Stephen is a chartered accountant.

Contribution

Stephen brings operational and technical understanding of Johnson Matthey and significant experience working with companies going through major change programmes.

External appointments

Non-Executive Member of the Audit and Risk Assurance Committee for The Sovereign Grant.

Barbara Jeremiah

Senior Independent Director

Appointed to the board: July 2023

Career and experience which support strategy and long-term success

Most recently, Barbara was Executive Vice President, Corporate Development of Alcoa Inc, a global aluminiuim producer.

She has extensive board experience, having previously been a non-executive director of Premier Oil plc, Aggreko and Russel Metals Inc. Barbara is a qualified lawyer.

Contribution

Barbara brings strong leadership, deep understanding of metals and has extensive experience in North American markets, having spent over 30 years at Alcoa Inc.

Her previous experience as a non-executive director enables her to act as a soundng board for the Chair.

External appointments

Chair of The Weir Group PLC and Non-Executive Director of Senior plc.

Rita Forst

Independent Non-Executive Director

Appointed to the board: October 2021

Career and experience which support strategy and long-term success

Rita spent more than 35 years at the Opel European division of General Motors in senior engineering, product development and management positions, including Vice President, Engineering, for General Motors Europe. Rita was responsible for the development of new generations of engines and car models for Opel and General Motors, as well as European research and development activities.

Contribution

Rita has a deep understanding of the automotive and powertrain sectors. Her extensive knowledge includes research and development of conventional and alternative powertrains, as well as future vehicle technologies.

External appointments

Non-Executive Director of Westport Fuel Systems Inc, Non-Executive Director of AerCap Holdings N.V., Member of the supervisory board of NORMA Group SE and Member of the advisory board of iwis SE & Co.KG.

Change during the year:

Chris Mottershead stepped down from his position as independent Non-executive Director in January 2024.

Societal Value Committee member

Nomination Committee member

Audit Committee member

Remuneration Committee member

Committee Chair

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Jane Griffiths

Independent Non-Executive Director

Appointed to the board:

January 2017

Career and experience which support strategy and long-term success

Jane held various roles at Johnson & Johnson (J&J) from 1982 until her retirement in 2019, with experience in international and affiliate strategic marketing, sales management, product management, general management and clinical research. Most recently, she was Global Head of Actelion, a Janssen pharmaceutical subsidiary of J&J.

Contribution

Jane has significant experience and understanding of global strategy management across a variety of markets, and a strong interest in sustainability and diversity.

External appointments

Chair of Redx Pharma Plc, Non- Executive Director of BAE Systems plc.

John O'Higgins

Independent Non-Executive Director

Appointed to the board:

November 2017

Career and experience which support strategy and long-term success

John was Chief Executive of Spectris plc from January 2006 to September 2018, leading the business through a period of significant transformation. He previously worked for Honeywell as President of Automation and Control Solutions, Asia Pacific, and in other management roles. From 2010 to 2015, John was a Non-Executive Director at Exide Technologies Inc, a battery technology supplier to automotive and industrial users. He began his career as a design engineer at Daimler-Benz in Stuttgart.

Contribution

John has extensive business and industrial experience, as well as a track record of portfolio analysis and realignment, driving growth and improving operational efficiencies.

External appointments

Chair of Elementis plc, Non-Executive Director of Oxford Nanopore Technologies Plc, member of the supervisory board of ENVEA Global SA and Trustee of the Wincott Foundation.

Xiaozhi Liu

Independent Non-Executive Director

Appointed to the board:

April 2019

Career and experience which support strategy and long-term success

Xiaozhi is the founder and Chief Executive of ASL Automobile Science & Technology, a position she has held since 2009. She was previously a senior executive in several automotive companies, including Chair and Chief Executive of General Motors Taiwan and non-executive director of InBev SA/NB.

Contribution

Xiaozhi has deep knowledge and perspective on sustainable and technology-driven businesses, and strong experience of the global automotive sector, particularly in China, as well as Europe and the US.

External appointments

Chief Executive of ASL Automobile

Science & Technology, Non-Executive

Director of Autoliv Inc.

Doug Webb

Independent Non-Executive Director

Appointed to the board:

September 2019

Career and experience which support strategy and long-term success

Doug was Chief Financial Officer at Meggitt plc from 2013 to 2018, and was previously Chief Financial Officer at London Stock Exchange Group plc and QinetiQ Group plc. Before that, he held senior finance roles at Logica plc. Doug began his career in Price Waterhouse's audit and business advisory team. He is a fellow of the Institute of Chartered Accountants in England and Wales.

Contribution

Doug has a strong background in corporate financial management and a deep understanding of the technology and engineering sectors. Doug chaired the Audit Committee at SEGRO plc for nine years until April 2019, making him ideally suited to chairing our Audit Committee and acting as its financial expert.

External appointments

Non-Executive Director of United Utilities Group PLC.

Societal Value Committee member

Nomination Committee member

Audit Committee member

Remuneration Committee member

Committee Chair

Johnson Matthey | Notice of Annual General Meeting 2024

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Explanatory notes to the resolutions

Resolution 1 - Annual report and accounts

As a shareholder, you will have received the Annual Report and Accounts 2024 either as a hard copy or via our website matthey.com/AR24. The directors are required to present the company's annual accounts for the year ended 31st March 2024, together with the strategic report, the directors' report and the auditor's report to the meeting under the Companies Act 2006 (the Act).

Resolution 2 - Remuneration

Shareholders are invited to approve the directors' remuneration report for the year ended 31st March 2024. This resolution is advisory and, as such, does not affect the actual remuneration paid to any individual director. The directors' remuneration report is set out in the Annual Report and Accounts 2024 on pages 118 to 127 and excludes the remuneration policy on pages 109 to 117.

Resolution 3 - Final dividend

The board recommends a final dividend for the year ended 31st March 2024 of 55 pence per ordinary share of 110 49/53 pence each (Ordinary Share) which, if approved, will be paid on 6thAugust 2024 to all ordinary shareholders on the register at the close of business on 7thJune 2024.

Resolutions 4 to 12 - Re-election of directors

In accordance with the UK Corporate Governance Code 2018 (the Code) and the company's Articles of Association, all directors are required to retire annually and offer themselves for election or re-election as appropriate.

We have seven non-executive directors standing for re-election, all of whom are determined by the board to be independent directors in accordance with the criteria in the Code. The board considers that their skills, experience, independence and knowledge of the company enable them to discharge their respective duties and responsibilities effectively. The board confirms, following formal performance review (as referred to on pages 84 and 85 of the Annual Report and Accounts 2024), that the non-executive directors seeking re-election continue to be effective and demonstrate commitment to their roles.

The biographies of each director standing for re-election can be found on pages 6 and 7 of this Notice of AGM, together with why their contributions are important to the company's long-term sustainable success.

Resolutions 13 and 14 - Auditor and auditor's remuneration

The auditor of the company must be appointed or re-appointed at every annual general meeting at which accounts are presented. On the recommendation of the Audit Committee, the board proposes the re-appointment of PricewaterhouseCoopers LLP as the company's auditor until the conclusion of the next general meeting at which accounts are laid before the company.

The remuneration of the auditor must also be fixed by the company in a general meeting or in such manner as the company may determine in a general meeting. Resolution 14 seeks authorisation for the Audit Committee to determine the auditor's remuneration.

Resolution 15 - Political donations

The company has a policy that it does not make donations to, or incur expenditure on behalf of, political parties, other organisations or independent election candidates. However, the Act contains restrictions on companies making political donations or incurring political expenditure and it defines these terms very widely, such that activities that form part of the normal relationship between the company and bodies concerned, such as policy review, law reform and other business matters affecting the company, may be included. Therefore, to avoid the possibility of inadvertently contravening the Act, the company is seeking authority under Resolution 15 to allow the company or any of its subsidiaries to fund donations or incur expenditure up to an aggregate amount of £50,000 per annum.

Resolution 16 - Authority to allot shares

Resolution 16 seeks renewal of the directors' authority to allot shares. At our 2023 annual general meeting, the directors were given authority to allot up to two-thirds of the company's then issued ordinary share capital (excluding treasury shares). This authority expires at the end of this AGM.

The Investment Association's (IA) Share Capital Management Guidelines issued in February 2023 state that IA members will regard as routine resolutions seeking an authority to allot shares representing up to two-thirds of a company's issued share capital provided that any amount in excess of one-third of a company's issued share capital is applied to fully preemptive offers only.

In light of these guidelines, as in previous years, the board considers it appropriate that the directors are granted authority to allot shares representing up to two-thirds of the company's issued share capital. Therefore, the board is seeking a renewal of the authority to allot up to a maximum nominal amount of £136,023,030, being approximately 122,626,647 Ordinary Shares. This represents two-thirds of the company's issued ordinary share capital (excluding treasury shares) (Issued Share Capital) as at 2nd June 2024, being the latest practicable date prior to publication of this Notice of AGM (Latest Practicable Date).

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Of this total two-thirds figure, an aggregate nominal amount of £68,011,515 being 61,313,323 Ordinary Shares, representing one-third of the company's Issued Share Capital as at the Latest Practicable Date, can only be allotted pursuant to a fully pre-emptive rights issue. This authority is within the guidance set out in the IA's Share Capital Management Guidelines issued in February 2023 and will expire at the conclusion of our annual general meeting 2025 or, if earlier, on 18th October 2025.

The directors have no present intention of exercising this authority but consider it prudent to obtain the flexibility that this authority provides.

As at the Latest Practicable Date, the company held 9,649,874 treasury shares, which represented 5.25% of the company's Issued Share Capital as at that date.

Resolutions 17 and 18 - Disapplication of pre-emption rights

Under section 561 of the Act, if the directors wish to allot shares for cash (other than in connection with an employees' share scheme) they must, in the first instance, offer them to existing shareholders in proportion to their holdings (a pre-emptive offer). However, in accordance with sections 570 and 573 of the Act, Resolutions 17 and 18 will allow the directors to allot equity securities for cash pursuant to the authority granted under Resolution 16, or by way of a sale of treasury shares, without complying with the pre-emption rights in the Act in certain circumstances.

The authorities sought in Resolutions 17 and 18 are in line with institutional shareholder guidance, and in particular the Pre-Emption Group's Statement of Principles 2022 (the Pre-Emption Principles). The Pre-Emption Principles allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include:

1. an authority up to ten percent of a company's issued share capital for use on an unrestricted basis (this is reflected in paragraph (b) of Resolution 17); and
2. an additional authority up to a further ten percent of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or that has taken place in the twelve month period preceding the announcement of the issue (this is reflected in paragraph (a) of
   Resolution 18).

In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer (this is reflected in paragraph (c) of Resolution 17 and paragraph (b) of Resolution 18). A "follow-on offer" may be used to facilitate the participation of existing retail investors who were not allocated shares in the non-pre-emptive offer. The features of follow-on offers are set out in the Pre-Emption Principles.

The directors consider that it is in the best interests of the company and its shareholders generally to seek the maximum authority permitted by the Pre-Emption Principles and have the flexibility granted by Resolutions 17 and 18 to conduct a pre-emptive offering without complying with the strict requirements of the statutory pre-emption provisions and to finance business opportunities quickly and efficiently when they arise. The directors recognise that existing shareholders may be keen to participate in a non-pre-emptive offer carried out pursuant to Resolution 17 and 18 and are supportive of the follow-on offer approach set out in the Pre-Emption Principles. As such Resolutions 17 and 18 incorporate the provisions of the Pre-Emption Group Principles which relate to follow on offers. The directors have no present intention of exercising the authorities contained in Resolutions 17 and 18 but consider it appropriate to obtain the flexibility that they provide.

As such, authority sought in Resolution 17 will permit the directors to the following:

a. paragraph (a) permits the allotment of equity securities for cash (or sell treasury shares) up to an aggregate nominal amount of £68,011,515, being approximately 61,313,323 Ordinary Shares, representing one-third of the company's Issued Share Capital as at the Latest Practicable Date, in connection with a fully pre-emptive rights issue, open offer or other offer to existing shareholders in proportion to their existing holdings; and additional equity securities up to a maximum nominal amount of £68,011,515, being approximately 61,313,323 Ordinary Shares, representing a further one-third of the company's Issued Share Capital as at the Latest Practicable Date, in the case of a fully pre-emptive rights issue only; and

b. paragraph (b) permits the allotment of equity securities for cash (or sell treasury shares) up to an aggregate nominal amount of £20,403,455 being approximately 18,393,997 Ordinary Shares, representing approximately 10% of the company's Issued Share Capital as at the Latest Practicable Date, otherwise than in connection with a pre-emptive offer to existing shareholders (this would, for example, facilitate a share placing); and

c. paragraph (c) permits as a follow-on offer, the allotment of equity securities for cash (or sell treasury shares) up to an aggregate maximum nominal amount of 20% of any allotment of equity securities or sale of treasury shares allotted pursuant to paragraph (b) of Resolution 17.

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Resolution 18 will permit the directors to allot additional equity securities for cash and sell treasury shares up to an aggregate nominal value of £20,403,455 (being approximately 18,393,997 Ordinary Shares) representing approximately a further 10% of the Issued Share Capital as at the Latest Practicable Date. Such shares may only be allotted otherwise than in connection with a pre-emptive offer to existing shareholders where the allotment is to finance an acquisition or capital investment or refinance a transaction of that nature entered into in the previous twelve months. In addition, paragraph (b) of Resolution 18 will permit the directors to allot, by way of a follow-on offer, equity securities for cash and sell treasury shares up to an aggregate maximum nominal amount of 20% of any allotment of equity securities or sale of treasury shares allotted pursuant to paragraph (a) of Resolution 18. The proceeds of any follow-on offer under this authority can only however be used for the purposes of financing or refinancing a transaction, as is the case for the authority under paragraph (a) of Resolution 18.

The directors confirm that they intend to follow the shareholder protections contained in Part 2B of the Pre-Emption Group Principles.

The authority contained in Resolutions 17 and 18 will expire at the conclusion of our annual general meeting 2025 or, if earlier, on 18th October 2025.

Resolution 19 - Purchase of own shares

Resolution 19 seeks a renewal of the authority for the company to make purchases of its own Ordinary Shares through the market as permitted by the Act. The renewed authority will expire at the conclusion of our annual general meeting 2025 or, if earlier, on 18th October 2025. The maximum aggregate number of Ordinary Shares which may be purchased would be 18,393,997 which represents approximately 10% of the Issued Share Capital as at the Latest Practicable Date. The authority also sets out minimum and maximum prices that may be paid for an Ordinary Share.

Listed companies purchasing their own shares can hold them in treasury as an alternative to cancelling them. It is the company's present intention that any shares purchased under the authority sought by Resolution 19 would be held as treasury shares. Any shares held in treasury for the purpose of the company's employee share schemes would count towards the limits in those schemes. However, in order to respond properly to the company's capital requirements and prevailing market conditions, the directors will need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. No dividends are paid on treasury shares and no voting rights are attached to treasury shares.

Save for the board's intention to return to shareholders £250 million of the net proceeds of the sale of the company's Medical Device Components business (subject to completion of that disposal) as announced on 20th March 2024, the directors have no present intention of exercising the authority to purchase the company's Ordinary Shares but will keep the matter under review, taking into account the financial resources of the company, the company's share price and future funding opportunities. The directors would only exercise the authority sought by Resolution 19 in circumstances where they believed that to do so would result in an increase in earnings per share and be in the interests of shareholders generally. Any purchases of Ordinary Shares would be by means of market purchases through the London Stock Exchange.

Resolution 20 - Notice period for general meetings

The minimum notice period for listed companies calling general meetings under the Act is 21 clear days, being working and non-working days but excluding the date on which notice is given and the date of the meeting unless the company:

a. has gained shareholder approval for the holding of general meetings on 14 clear days' notice by passing a special resolution at the most recent annual general meeting; and

b. offers a facility for all shareholders to vote by electronic means.

The shorter notice period would not be used as a matter of routine but only where the company considers the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. Should this resolution be approved it will be valid until the conclusion of our annual general meeting 2025.

10	Johnson Matthey | Notice of Annual General Meeting 2024