Board Powers Reserved

1. Strategy and Management

1.1 Responsibility for the overall management of the group.

1.2 Approval of the group’s long term objectives and commercial strategy.

1.3 Approval of the annual operating and capital expenditure budgets and any changes to them.

1.4 Oversight of the group’s operations ensuring:

• competent and prudent management

• sound planning

• an adequate system of internal control

• adequate accounting and other records

• compliance with statutory and regulatory obligations.

1.5 Review of performance in the light of the group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.

1.6 Extension of the group’s activities into new business or geographic areas.

1.7 Any decision to cease to operate all or any material part of the group’s business.

2. Structure and Capital

2.1 Changes relating to the group’s capital structure including reduction of capital, share issues (except the exercise of options under employee share plans), share buy backs including the use of treasury shares.

2.2 Major changes to the group’s corporate structure.

2.3 Changes to the group’s management and control structure.

2.4 Any changes to the company’s listing or its status as a plc.

3. Financial Reporting and Controls

3.1 Approval of preliminary announcements of interim and final results.

3.2 Approval of the annual report and accounts, including the corporate governance statement and remuneration report

3.3 Approval of the dividend policy.

3.4 Declaration of the interim dividend and recommendation of the final dividend.

3.5 Approval of any significant changes in accounting policies or practices.

3.6 Approval of treasury policies including foreign currency exposure and the use of financial derivatives.

4. Internal Controls

4.1 Ensuring maintenance of a sound system of internal control and risk management including:

• receiving reports on, and reviewing the effectiveness of, the group’s risk management and control processes to support its strategy and objectives

• undertaking an annual assessment of these processes

• approving an appropriate statement for inclusion in the annual report.

5. Contracts

5.1 Major capital projects requiring expenditure above £100,000 or where budgeted expenditure is exceeded by £25,000.

5.2 Contracts which are material strategically or by reason of size, entered into by the company or any subsidiary in the ordinary course of business where the P&L impact > £250,000 in total:

• One year £250,000

• Two years £125,000

• Three years £ 85,000

• Four years £62,500

• Five years £50,000

5.3 Contracts of the company or any subsidiary not in the ordinary course of business:

• Closure or transfer of any of the Group’s major production or distribution facilities

• Asset divestments > £100,000

• Hedging transaction where treasury limits exceed £1 million

5.4 Commencement of discussions where the potential transaction involves a class 1 deal, a related party or Macfarlane Group as the offeree

5.5 Major investments or divestments of businesses with value > £100,000.

5.6 Approval of any joint venture.

5.7 Customer contracts not in the normal course.

6. Communication

6.1 Approval of resolutions and corresponding documentation to be put forward to shareholders at all meetings.

6.2 Approval of all circulars and listing particulars

6.3 Approval of press releases concerning matters decided by the board.

7. Board Membership and Other Appointments

7.1 Changes to the structure, size and composition of the board, following recommendations from the nomination committee.

7.2 Ensuring adequate succession planning for the board and senior management.

7.3 Appointments to the board, following recommendations by the nomination committee.

7.4 Selection of the Chairman of the board and the Chief Executive.

7.5 Appointment of the Senior Independent Director.

7.6 Membership and Chairmanship of board committees.

7.7 Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate.

7.8 Continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the company, subject to the lawand their service contract.

7.9 Appointment or removal of the company secretary.

7.10 Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the audit committee.

7.11 Appointments to boards of subsidiaries.

8. Remuneration

8.1 Determining the remuneration policy for the directors, company secretary and other senior executives.

8.2 Determining the remuneration of the non-executive directors, subject to the articles of association and shareholder approval as appropriate.

8.3 The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.

8.4 Board to be notified of senior appointments below executive level and employee survey results.

9. Delegation of Authority

9.1 The division of responsibilities between the Chairman, the Chief Executive and other executive directors which should be in writing.

9.2 Approval of terms of reference of board committees.

9.3 Receiving reports from board committees on their activities.

10. Corporate Governance Matters

10.1 Undertaking a formal and rigorous review annually of its own performance, that of its committees and individual directors.

10.2 Determining the independence of directors.

10.3 Review of the group’s overall corporate governance arrangements.

10.4 Receiving reports on the views of the company’s shareholders.

11. Policies

11.1 Approval of policies, including:

• Code of Conduct

• Share dealing code

• Health and safety policy

• Environmental policy

• Communications policy including procedures for the release of price sensitive information

• Corporate social responsibility policy

• Charitable donations policy

• Anti-bribery and corruption policy

Policies to be drafted by the Company Secretary as required.

12. Other

12.1 The making of political donations.

12.2 Approval of the appointment or removal of the group’s principal professional advisers.

12.3 Prosecution, defence or settlement of litigation involving above £50,000 or being otherwise material to the interests of the group.

12.4 Approval of the overall levels of insurance for the group including Directors’ & Officers’ liability insurance and indemnification of directors.

12.5 Major changes to the rules of the group’s pension scheme, or changes of trustees or changes in the fund management arrangements when this is subject to the approval of the company.

12.6 This schedule of matters reserved for board decisions. Matters which the board considers suitable for delegation are contained in the terms of reference of its Committees. In addition, the board will receive reports and recommendations from time to time on any matter which it considers significant to the Group.