Johnson Matthey : Notice of meeting (jma016 nom pdf 1)

Notice of Annual General Meeting 2025

Thursday 17th July 2025 at 11.00 am

Letter from the 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.

Dear Shareholders

I am pleased to enclose the Notice of Annual General Meeting 2025 (Notice of AGM) of Johnson Matthey Plc (the company) which will be held on Thursday 17thJuly 2025 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.

As previously announced, I am stepping down as Chair of the board following the conclusion of this year's AGM and I am therefore not seeking re-election at the AGM.

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 6 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

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.

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

The Resolutions

Notice is hereby given that the Annual General Meeting 2025 (AGM) of Johnson Matthey Plc will be held at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG on Thursday 17thJuly 2025 at 11.00 am to consider and, if thought fit, to pass resolutions

1 - 16 as ordinary resolutions and 16 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 31stMarch 2025 together with the strategic report, directors' report and the auditor's report.

   Remuneration

2. To approve the directors' remuneration report for the year ended 31stMarch 2025, other than the part containing the directors' remuneration policy, as set out on pages 87 - 95 of the Annual Report and Accounts 2025.

   Final dividend

3. To declare a final dividend of 55 pence per ordinary share in respect of the year ended 31stMarch 2025, payable to members on the register at the close of business on

   6thJune 2025.

   Directors

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

4. To elect Sinead Lynch as a director of the company.

5. To elect Richard Pike as a director of the company.

6. To re-elect Liam Condon as a director of the company.

7. To re-elect Rita Forst as a director of the company.

8. To re-elect Barbara Jeremiah as a director of the company.

9. To re-elect Xiaozhi Liu as a director of the company.

10. To re-elect John O'Higgins as a director of the company.

11. To re-elect Doug Webb as a director of the company.

    Auditor

12. 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.

13. To authorise the Audit Committee to determine the remuneration of the auditor.

    Political donations

14. 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 17thOctober 2026).

       Directors' authority to allot shares

15. 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 £62,058,129; and

    2. up to a further aggregate nominal amount of £62,058,129 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 17thOctober 2026, 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.

       Renewal of the Johnson Matthey Share Incentive Plan

16. To approve the trust deed and rules of the Johnson Matthey Share Incentive Plan (the SIP), produced in draft to the meeting and a summary of the main provisions of which is set out in Appendix 1 to this Notice of Meeting, and for the directors to be authorised to do all such acts and things necessary to give effect to the updated documentation governing the SIP.

    Special Resolutions

    Disapplication of pre-emption rights

17. That, if Resolution 15 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 15; 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 15 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 £18,617,438; 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 17thOctober 2026 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 15 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 15 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 £18,617,438, 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 17thOctober 2026 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.

       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 16,772,689* (representing approximately 14.99% 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 49/53pence (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 17thOctober 2026, 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

3rdJune 2025

Johnson Matthey Plc 5thFloor

2 Gresham Street London

EC2V 7AD

Registered Number: 33774

* Number of shares corrected to 25,159,034 by approval of the AGM held on 17thJuly 2025 (to correct a clear error in the wording of the Notice of Annual General Meeting)