Report of the Directors
Governance

Other Statutory Information

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2013 Annual General Meeting (AGM)

Johnson Matthey’s 2013 AGM will be held at 11.00 am on Thursday 25th July 2013 at The Royal Society, 6-9 Carlton House Terrace, London SW1Y 5AG.

The notice of the 2013 AGM is contained in the circular to shareholders accompanying this annual report, together with an explanation of the resolutions to be considered at the meeting. The notice of the 2013 AGM is published on the Investor Relations / Shareholder Centre / Annual General Meeting section of our website.

The business to be transacted at the meeting will include:

For a special resolution to be passed, where voting is conducted by poll, it must be passed by members representing at least 75% of the total voting rights of members who, being entitled to vote, do so in person or by proxy.

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of his or her rights to attend and to speak and vote on his or her behalf at the meeting. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the company.

Dividends

The interim dividend of 15.5 pence per share (2012 15.0 pence) was paid in February 2013.

The directors recommend a final dividend of 41.5 pence per share in respect of the year (2012 40.0 pence), making a total for the year of 57.0 pence per share (2012 55.0 pence), payable on 6th August 2013 to shareholders on the register at the close of business on 14th June 2013.

Other than as referred to under ‘Employee Share Schemes’, during the period there were no arrangements under which a shareholder has waived or agreed to waive any dividends nor any agreement by a shareholder to waive future dividends.

Dividend Payments and DRIP

Dividends can be paid directly into shareholders’ bank accounts. A Dividend Reinvestment Plan (DRIP) is also available. This allows shareholders to purchase additional shares in Johnson Matthey with their dividend payment. Further information and a mandate can be obtained from our registrars, Equiniti, whose details are set out in the Shareholder Information section and on the Investor Relations / Shareholder Centre section of our website.

2012 Special Dividend and Share Consolidation

At the 2012 AGM a resolution was passed to declare and pay a special dividend of 100.0 pence per share (in addition to the final dividend of 40.0 pence per share in respect of the year ended 31st March 2012). The special dividend represented a return of cash to shareholders of £212.1 million and was paid on 17th August 2012.

On 6th August 2012, combined with the payment of the special dividend, the company consolidated its share capital. The share capital consolidation replaced every 22 existing ordinary shares of 100 pence each, in issue as at the record date (3rd August 2012), with 21 new ordinary shares of 104 16/21 pence each. In connection with the share consolidation, on 6th August 2012, the company allotted one new ordinary share of 104 16/21 pence other than for cash (the new share was paid up by capitalisation of the relevant amount from the company’s share premium account). The effect of the share consolidation was to reduce the number of ordinary shares in issue by 4.5%. There were no other share allotments during the year.

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