Synthomer : Notice of Annual General Meeting 2023

Contents

• Letter from the Chair of Synthomer plc
  10 Notice of Annual General Meeting
  15 Shareholder information

2 Synthomer plc Notice of Annual General Meeting 2023

Letter from the Chair

To the ordinary shareholders 12 April 2023

Annual General Meeting

Dear Shareholder

I am pleased to enclose the Company's Annual Report and Accounts for the

year ended 31 December 2022 (Annual Report). The Board thanks all shareholders for their support over the past 12 months.

This year's Annual General Meeting will be held on Tuesday 16 May 2023 at 11.00 am at the offices of the Company, 45 Pall Mall, London SW1Y 5JG. Notice of the Annual General Meeting (AGM) is set out at the end of this document.

Your Board wants to ensure that all shareholders have the opportunity to vote on our resolutions and to ask questions of the Board. We recommend that all shareholders complete and return the Form of Proxy that accompanied this Notice of Meeting appointing me, as the Chair of the meeting, as their proxy.

Details of how to complete and return the Form of Proxy and the address and timing for its return are contained in the notes on the Form and at the end of this letter. We would also welcome any questions you may have to be submitted by email to IR@synthomer.com. Your Board will endeavour to provide written answers to all questions submitted and make them available ahead of the Proxy submission deadline of 12 May 2023 at 11.00 am by posting them on a dedicated 2023 Annual General Meeting page on the Investor Relations section of the Company website.

An explanation of the business to be considered at the meeting is set out on the following pages.

Letter from the Chair continued

Ordinary business

To receive the Annual Report and Accounts (Resolution 1)

The Directors' report and the audited financial statements for the year ended 31 December 2022 will be presented.

Directors' remuneration (Resolutions 2 and 3)

Resolutions 2 and 3 deal with Directors' remuneration and seek shareholder approval for the Directors' Remuneration Policy (the Policy) and the Directors' Annual Report on Remuneration respectively.

The Company is required to offer Shareholders a binding vote on the Company's forward-looking remuneration policy at least every three years. Resolution 2 is therefore a resolution to approve the new Policy set out on pages 128 to 137 (inclusive) in the Annual Report and is intended to replace the Policy approved by Shareholders at the 2020 AGM. If Resolution 2 is approved, the new Policy will take effect immediately after the end of the Annual General Meeting and shall be in place for the next three-year period unless a new policy is presented to Shareholders before then. The background to and explanation of the key changes from the current Policy are given in the letter from the Chair of the Remuneration Committee starting on page 123 of the Annual Report. If the new Policy is not approved, the Directors' Remuneration Policy approved at the 2020 annual general meeting will continue to apply.

Resolution 3 continues the practice of an annual advisory vote to approve the Annual Report on Remuneration, which can be found on pages 138 to 148 (inclusive) of the Annual Report. The vote on the Annual Report on Remuneration is advisory and will not affect the way in which the current Policy has been implemented.

Re-election and election of Directors (Resolutions 4-11)

Resolutions 4 to 11 (inclusive) deal with the re-election/election of all the Directors other than Brendan Connolly in accordance with the requirements of the UK Corporate Governance Code. Brendan will be retiring as a Director at the Annual General Meeting and I would very much like to thank him for his valuable contribution as a member of the Board over the past nine years.

Resolution 4 deals with the re-election of Mr M Willome, who serves as Chief Executive Officer of the Company. Resolutions 5 to 8 (inclusive) deal with the re-election of the Hon. AG Catto, Dato' Lee Hau Hian, Ms HA Van Deursen, and Mr RC Gualdoni, respectively, who each serve as a Non-Executive Director of the Company. Resolution 9 deals with my re-election. Resolutions 10 and 11 deal with the election of Ms L Liu and Mr I Tyler, both of whom have joined the Board since the 2022 annual general meeting as Chief Financial Officer and as a Non-Executive Director respectively.

Your Non-Executive Directors bring a wide diversity of skills and relevant business and boardroom experience gained internationally from past and current involvement with a number of companies and areas of commerce. I can confirm that, following Board and individual director performance evaluation, each of them continues to contribute effectively and to demonstrate commitment to the role of Non-Executive Director of the Company.

In order for you to take an informed decision on the re-election/election of the above named Directors, biographical details are provided on pages 92 to 94 of the Annual Report. Details of the Directors' individual experience and expertise of the Directors which contribute to the Company's long-term sustainable success are summarised on the next page.

4 Synthomer plc Notice of Annual General Meeting 2023

Re-appointment of auditors and auditors' remuneration (Resolutions 12 and 13)

Resolution 12 relates to the re-appointment of PricewaterhouseCoopers LLP (PwC) as auditors of the Company. PwC were appointed by the Board in July 2012 and re-appointed by the Board (on the Audit Committee's recommendation) in May 2016 following a competitive tender process. Resolution 13 authorises the Audit Committee to set the auditors' remuneration.