2023 Annual Report & Notice of 2024 AGM

19 April 2024 - The Company has published its 2023 Annual Report and the Notice of the 2024 Annual General Meeting to be held at 675 Mitcham Road, Croydon CR9 3AL on 22 May 2024 at 10.00 a.m. on:

In compliance with Listing Rule 9.6.1, the following documents will be submitted to the National Storage Mechanism and will shortly be available for inspection at:

• Annual Report for the year ended 31 December 2023 prepared using the single electronic reporting format specified in the TD ESEF Regulation, incorporating the Notice of the 2024 Annual General Meeting; and
• Form of Proxy for the 2024 Annual General Meeting.

A condensed set of the financial statements, the Chair's introduction, the Group CEO's review and the Group CFO's review in respect of the Annual Report were included in the unaudited preliminary results announcement issued on 19 March 2024, which may be found at:

This announcement contains, in Annex A, additional information for the purposes of compliance with the Disclosure, Guidance and Transparency Rules, including the statement of Directors' responsibilities in respect of the financial statements, a description relating to principal risks and uncertainties, and details of related party transactions. This information is extracted from the 2023 Annual Report. This announcement is not a substitute for reading the full Annual Report. Page and note references in the text below refer to page numbers and notes in the 2023 Annual Report.

A presentation open to all existing and potential shareholders will be given after the AGM on 22 May 2024 at 11.30am on the Investor Meet Company platform:

AZOTE®, ZOTEK®, ReZorce® and T-FIT® are registered trademarks of Zotefoams plc.

Annex A

Statement of Directors' responsibilities in respect of the financial statements

The Directors consider the Annual Report, taken as a whole, to be fair, balanced and understandable.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and Company financial statements in accordance with UK-adopted international accounting standards. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently
• Make judgements and accounting estimates that are reasonable and prudent and

The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the position and performance, business model and strategy of the Group and Company.

Each of the Directors, whose names and functions are listed on pages 78 and 79 of the Annual Report, confirm that, to the best of their knowledge:

• The Consolidated and Company financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company and
• The Group CEO's review includes a fair review of the development and performance of the business and the position of the Group and Company. A description of the principal risks and uncertainties faced by the Group and the Company is provided on pages 48 to 56.

Principal risks and uncertainties

The Group is exposed to a wide range of risks in addition to those listed, and these are managed through the risk management framework shown on page 47. This framework enables us to monitor for any increase in likelihood or impact and ensure that we have the appropriate mitigations in place. The details of our principal risks and uncertainties and the key mitigating activities can be found on pages 48 to 56. We are disclosing those risks and uncertainties that we believe have the greatest impact in achieving our strategic objectives.

Zotefoams' risk profile will evolve as the business grows at its targeted pace, although we expect these principal risks and uncertainties to remain broadly consistent.

Related party transactions

Directors

The Directors of the Company as at 31 December 2023 and their immediate relatives control approximately 1.3% (2022: 1.3%) of the voting shares of the Company. Details of Directors' pay and remuneration are given in the Directors' Remuneration report on pages 90 to 103. Executive Directors are considered to be the only key management personnel. Details of compensation paid to key management personnel are included in note 5.

Subsidiaries and joint venture

Details of the joint venture and subsidiaries of the Company are set out in notes 9 and 13. These companies are considered to be related parties.

The following material transactions were carried out with related parties:

Balances between the Company and its active subsidiaries and joint venture are as follows: