TO RECEIVE THE ANNUAL REPORT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (THE "ANNUAL REPORT")
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
TO APPROVE THE DIRECTORS' REPORT ON REMUNERATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 SET OUT ON PAGE 91 OF THE ANNUAL REPORT
TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2025 OF 5.35 PENCE PER ORDINARY SHARE OF FIVE PENCE EACH IN THE CAPITAL OF THE COMPANY ("ORDINARY SHARES"), 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
TO RE-ELECT "L DRUMMOND" AS A DIRECTOR OF THE COMPANY
TO RE-ELECT "R M COX" AS A DIRECTOR OF THE COMPANY
TO RE-ELECT "J D CARLING" AS A DIRECTOR OF THE COMPANY
TO RE-ELECT "M S SWIFT" AS A DIRECTOR OF THE COMPANY
TO RE-ELECT "C A WALL" AS A DIRECTOR OF THE COMPANY
TO ELECT "N WRIGHT" AS A DIRECTOR OF THE COMPANY
TO ELECT "J CLARKE" AS A DIRECTOR OF THE COMPANY
THAT PKF LITTLEJOHN LLP BE AND IS HEREBY RE-APPOINTED AS AUDITOR OF THE COMPANY (THE "AUDITOR") TO HOLD OFFICE FROM THE CONCLUSION OF THE 2026 AGM OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE AUDITOR'S REMUNERATION
THAT, IN SUBSTITUTION FOR ANY EQUIVALENT AUTHORITIES AND POWERS GRANTED TO THE DIRECTORS PRIOR TO THE PASSING OF THIS RESOLUTION, THE DIRECTORS BE, AND ARE GENERALLY AND UNCONDITIONALLY, AUTHORISED PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006 (THE "ACT"): A. TO EXERCISE ALL POWERS OF THE
THAT, IF RESOLUTION 14 IS PASSED, THE DIRECTORS BE AUTHORISED TO ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE ACT DID
THAT, IF RESOLUTION 14 IS PASSED, THE DIRECTORS BE AUTHORISED IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 15 TO ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS
THAT THE COMPANY BE AND IS HEREBY UNCONDITIONALLY AND GENERALLY AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE ACT TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE ACT) OF ITS ORDINARY SHARES PROVIDED THAT: A. THE MAXIMUM NUMBER OF ORDINARY SHARES AUTHORISED TO BE PURCHASED
THAT THE AMENDMENTS TO THE ZOTEFOAMS PLC LONG TERM INCENTIVE PLAN 2017 ("LTIP") AS SHOWN IN THE MARKEDUP VERSION OF THE LTIP RULES PRODUCED TO THE MEETING AND FOR THE PURPOSE OF IDENTIFICATION SIGNED BY THE CHAIR BE AND THEY ARE HEREBY APPROVED AND THE DIRECTORS BE AND ARE HEREBY AUTHORISED TO ADOPT THE AMENDMENTS
THAT THE AMENDMENTS TO THE ZOTEFOAMS PLC DEFERRED BONUS SHARE PLAN 2017 ("DBSP") AS SHOWN IN THE MARKED-UP VERSION OF THE DBSP RULES PRODUCED TO THE MEETING AND FOR THE PURPOSE OF IDENTIFICATION SIGNED BY THE CHAIR BE AND THEY ARE HEREBY APPROVED AND THE DIRECTORS BE AND ARE HEREBY AUTHORISED TO ADOPT THE AMENDMENTS
THAT THE AMENDMENTS TO THE ZOTEFOAMS PLC APPROVED SHARE OPTION PLAN 2018 ("ASOP") AS SHOWN IN THE MARKED-UP VERSION OF THE ASOP RULES PRODUCED TO THE MEETING AND FOR THE PURPOSE OF IDENTIFICATION SIGNED BY THE CHAIR BE AND THEY ARE HEREBY APPROVED AND THE DIRECTORS BE AND ARE HEREBY AUTHORISED TO ADOPT THE AMENDMENTS
THAT A GENERAL MEETING OTHER THAN AN AGM MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE