Synthomer : SG Bennett section 430(2B) Companies Act 2006 statement

SECTION 430(2B) COMPANIES ACT 2006 STATEMENT

Synthomer plc

(the "Company")

4 July 2022

As announced on 1 July 2022, Mr Stephen Bennett has stepped down as Chief Financial Officer and from the Board of the Company but continues to be employed by the Company until 4 November 2022.

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.

The following arrangements will apply in respect of Stephen's remuneration. These arrangements comply with the Company's Remuneration Policy, which was approved by shareholders at the Annual General Meeting in April 2020.

1. Salary and benefits
   Stephen will continue to receive his normal remuneration in terms of basic salary, pension allowance, car allowance and company benefits, in accordance with his service agreement, up to and including 4 November 2022, being the date on which his notice period expires.
2. Bonus
   The Remuneration Committee has determined that, as a good leaver, Stephen will be eligible to receive a bonus in respect of the Company's financial year ending 31 December 2022, on a time pro rated basis.
   The amount of any bonus will be subject to the Company's Executive Director Annual Bonus Plan (2022) Rules and the satisfaction of the relevant performance criteria. Any bonus payment will be paid entirely in cash on the normal bonus payment date and will be subject to the
   Remuneration Committee's right under the Rules to apply malus and clawback provisions.
3. Long Term Incentive Plan Awards
   The Remuneration Committee has determined that Stephen will be treated as a good leaver in respect of his outstanding unvested share options under Synthomer's Performance Share Plan
   (the "PSP"). In accordance with the rules of the PSP, Stephen's outstanding unvested PSP share awards will vest on the normal vesting dates, subject to satisfaction of the relevant performance conditions and on a time pro-rated basis as detailed below:

Award date	Number of shares	Pro-rated maximum	Vesting date
	subject to award	number of shares
		which could vest
2020	163,500	144,536	12 March 2023
2020	18,985	15,829	6 May 2023
2021	124,446	68,581	11 March 2024
2022	223,003	62,726	10 March 2025

Any dividend equivalents accrued in respect of these awards would be paid in cash following vesting and will be pro-rated in line with the level of vesting of the relevant PSP award.

Any shares acquired on the exercise of the awards will be subject to the Remuneration Committee's right under the PSP to apply clawback provisions.

4. Further Information

The relevant remuneration details relating to Stephen will be included in the Directors' Remuneration Report in the Annual Report and Accounts for the year ending 31 December 2022.

Other than the amounts disclosed above, Stephen will not be eligible for any remuneration payments or payments for loss of office.

The Synthomer post-employment shareholding guidelines which came into effect in April 2021 have not been applied as the Remuneration Committee decided that they should only apply to executive directors appointed after that date. Stephen is however contractually bound to hold Synthomer shares post-employment as follows:

Shares	Earliest date shares can
	be sold
14,843 shares from vesting of 2018 PSP award in March 2021	8 March 2023
20,327 shares deferred from 2020 bonus paid in March 2021	26 March 2023
40,546 shares from vesting of 2019 PSP award in March 2022	11 March 2024
31,809 shares deferred from 2021 bonus paid in March 2022	26 March 2024

In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company's website until its next Directors' Remuneration Report is made available.

For further information, please contact:

Richard Atkinson, Company Secretary

Email: [e-mail]

Telephone: [phone]