Luxfer : 2024 Annual General Meeting Presentation (0.53MB)

2024 ANNUAL GENERAL

MEETING OF

SHAREHOLDERS

THURSDAY, JUNE 6, 2024

8:30 AM BST

MANCHESTER, ENGLAND

Board of Directors

Andy Butcher	Patrick Mullen
CEO and Executive		Board Chair
	Director

Richard Hipple	Clive Snowdon	Sylvia A. Stein	Lisa Trimberger
Non-Executive	Non-Executive	Non-Executive	Non-Executive
Director	Director	Director	Director

Executive

Leadership

Team

Andy Butcher	Steve Webster	Megan Glise
CEO	CFO	General Counsel &
				Company Secretary

Peter Gibbons	Mark Lawday	Howard Mead	Jeff Moorefield	Graham Wardlow
Vice President &	Vice President &	Vice President &	Vice President &	Managing Director
General Manager	General Manager	General Manager	General Manager
Luxfer Graphic Arts	Luxfer Gas Cylinders	Luxfer Gas Cylinders	Luxfer Magtech	Luxfer MEL Technologies
	Europe	Composite

Notice of 2024 Annual General Meeting

Ordinary Resolutions:

1. To re-elect Andy Butcher as a Director of the Company.
2. To re-elect Patrick Mullen as a Director of the Company.
3. To re-elect Richard Hipple as a Director of the Company.
4. To re-elect Clive Snowdon as a Director of the Company.
5. To re-elect Sylvia A. Stein as a Director of the Company.
6. To re-elect Lisa Trimberger as a Director of the Company.
7. To approve the Directors' Remuneration Policy.
8. To approve, by non-binding advisory vote, the Directors'
   Remuneration Report for the year ended December 31, 2023.
9. To approve, by non-binding advisory vote, the compensation of the Company's Named Executive Officers for the year ended
   December 31, 2023.
10. To approve, by non-binding advisory vote, the frequency of
    "Say-on-Pay" votes.

1. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the "Independent Auditor") until conclusion of the 2025 Annual General Meeting.
2. To authorize the Audit Committee of the Board of Directors to set the Independent Auditor's remuneration.
3. To approve the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan.
4. To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the U.K. Companies Act 2006 (the "Companies Act").

Special Resolution:

15. Subject to Resolution 14 being duly passed as an ordinary resolution, to authorize the Board of Directors to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemptive rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of the Companies Act.

Voting

Procedures

• Enter your full name or the name of the shareholder you are representing on your poll card
• Complete a different poll card for each shareholder
• Record your vote by checking the appropriate circle next to each resolution
• If you intend to split your vote, indicate the number of votes you wish to cast in the relevant boxes
• Sign the poll card at the bottom
• • If you are a proxy, include this designation next to your signature
• Deposit your poll card in the poll box
• • Voting closes 10 minutes after the end of the meeting
• If you have questions or need assistance completing your poll card, please speak with Megan Glise

• We are notauthorized to advise you on the resolutions or your vote

VOTING

SUMMARY

Resolution 1

To re-elect Andy Butcher as a Director of the Company.

The Board of Directors recommends a vote "FOR" the election of

each Director nominee.

Number of	% of Total
Votes	Votes

For

22,985,353

99.70

Against	69,998	0.3

Abstain

546

5.43

Non-Votes1,487,758

Total Votes	24,543,655
Cast

Resolution 2

To re-elect Patrick Mullen as a Director of the Company.

The Board of Directors recommends a vote "FOR" the election of each

Director nominee.

Number of	% of Total
Votes	Votes

For

22,965,381

99.61

Against	88,728	0.38

Abstain

1,788

0.01

Non-Votes1,487,758

Total Votes	24,543,655
Cast

Resolution 3

To re-elect Richard Hipple as a Director of the Company.

The Board of Directors recommends a vote "FOR" the election of each

Director nominee.

Number of	% of Total
Votes	Votes

For

22,969,971

99.62

Against	84,544	0.37

Abstain

1,382

0.01

Non-Votes1,487,758

Total Votes	24,543,655
Cast

Resolution 4

To re-elect Clive Snowdon as a Director of the Company.

The Board of Directors recommends a vote "FOR" the election of each

Director nominee.

Number of	% of Total
Votes	Votes

For

22,296,316

96.70

Against	757,896	3.29

Abstain

1,685

0.01

Non-Votes1,487,758

Total Votes	24,543,655
Cast