Synthomer : PwC report on the unaudited pro forma financial information (137KB)

The directors (the "Directors")

Synthomer plc

Temple Fields,

Harlow,

Essex, CM20 2BH

United Kingdom

J.P. Morgan Securities plc 25 Bank Street,

Canary Wharf, London, E14 5JP United Kingdom

16 December 2022

Dear Ladies and Gentlemen

Synthomer plc (the "Company")

We report on the unaudited pro forma financial information (the "Pro Forma Financial Information") set out in Section A of Part IV of the Company's circular dated 16 December 2022 ("the Circular").

This report is required by item 13.3.3R of the Listing Rules of the Financial Conduct Authority (the

"Listing Rules") and is given for the purpose of complying with that item and for no other purpose.

Opinion

In our opinion:

1. the Pro Forma Financial Information has been properly compiled on the basis stated; and
2. such basis is consistent with the accounting policies of the Company.

Responsibilities

It is the responsibility of the Directors to prepare the Pro Forma Financial Information in accordance with item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules, as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed at the date of their issue.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH

T: [phone], F: [phone], www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of

PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for

designated investment business and by the Solicitors Regulation Authority for regulated legal activities.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

Basis of preparation

The Pro Forma Financial Information has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed sale of the Laminates, Films and Coated Fabrics Businesses might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the condensed consolidated interim financial statements for the six month period ended 30 June 2022.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council ("FRC") in the United Kingdom. We are independent in accordance with the Revised Ethical Standard 2019 issued by the FRC as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Yours faithfully

PricewaterhouseCoopers LLP

Chartered Accountants

2