All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

The Chair of Coats Group plc (the 'Company') informs you of the Annual General Meeting of the Company to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD on 22 May 2024 at 2.30 pm.

Form of Proxy - Annual General Meeting to be held on 22 May 2024

Cast your Proxy online...It's fast, easy and secure!

Control Number: 918999

www.investorcentre.co.uk/eproxy

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown

PIN:

opposite and agree to certain terms and conditions.

To view the Company's Annual Report for the year ended 31 December 2023 and the Notice of Annual General Meeting ('AGM') online go to www.coats.com/agm2024

This document is not a summary of the Notice of AGM and should not be a substitute for reading it, which you are encouraged to do.

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 20 May 2024 at 2.30 pm.

Explanatory Notes:

  1. If you wish to listen to the business of the meeting but you do not wish to attend the AGM in person, please see the Notice of AGM (available on the Company's website www.coats.com/agm2024) for details of the webcast that will be provided by the Company.
  2. 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 their rights, to attend, speak and vote on their behalf at the meeting. If they 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 any 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 vote (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). The proxy is also authorised to vote (or abstain from voting) on any business which may properly come before the meeting.
  3. In the case of a corporation, this Form of Proxy must be signed under the hand of an officer or attorney duly authorised in writing. In the case of an individual, their Form of Proxy must be signed by the appointor or their agent duly authorised in writing.
  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1022 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.
  5. 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.
  1. In the case of joint holders the signature of only one of the holders is required, but, if more than one votes, the vote of the first named on the Register of Members will be accepted to the exclusion of other joint holders.
  2. 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 8pm (London time) 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.
  3. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures set out in the CREST manual. 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.
  4. 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 1022 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  5. Any alterations made to this form should be initialled.
  6. The proxy must attend the meeting in person to represent you. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  7. You may not use any electronic address provided in this form to communicate with the Company for any purposes other than those expressly stated.

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.

187498_231667_RUN_ONS/000001/000001/SG601//i

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).

*

I/We hereby appoint the Chair of the Meeting as my/our proxy to attend, speak and vote in respect of the number of my/our shares specified above* or, if no number is so specified, my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Coats Group plc to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD on 22 May 2024 at 2.30 pm, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 4 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the Accounts and Reports of the

11.

To elect Sarah Highfield as a Director.

Directors and the Auditor for the year ended 31

December 2023.

2.

To approve the Directors' Remuneration Report in

12.

To re-appoint Ernst & Young LLP as Auditor of the

the form set out in the Company's Annual Report

Company, to hold office until the conclusion of the

for the year ended 31 December 2023.

next General Meeting at which accounts are laid

before the Company.

3.

To approve the payment of a final dividend for the

13.

To authorise the Directors to fix the remuneration

year ended 31 December 2023 of 1.99 US cents

of the Auditor.

per Ordinary Share.

4.

To re-elect Jacqueline Callaway as a Director.

14.

To authorise the Directors generally to allot

relevant securities.

5.

To re-elect David Gosnell as a Director.

15.

To approve the Coats Group plc Long Term

Incentive Plan ('LTIP').

6.

To re-elect Hongyan Echo Lu as a Director.

16.

To approve the Coats Group plc Deferred Annual

Bonus Plan ('DABP').

Special Resolutions

7.

To re-elect Stephen Murray as a Director.

17.

To authorise the disapplication of statutory pre-

emption rights.

8.

To re-elect Frances Philip as a Director.

18.

To authorise the disapplication of statutory pre-

emption rights in connection with acquisitions and

specified capital investments.

9.

To re-elect Rajiv Sharma as a Director.

19.

To authorise the Company generally to purchase

its own shares.

10.

To re-elect Jakob Sigurdsson as a Director.

20.

To authorise that a General Meeting, other than an

Annual General Meeting of the Company, may be

called on not less than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this Form of Proxy must be signed under the hand of an officer or attorney duly authorised in writing.

H 7 8 1

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Disclaimer

Coats Group plc published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 12:00:06 UTC.