Annual Financial Report

ANNUAL REPORT & NOTICE OF ANNUAL GENERAL MEETING

Johnson Matthey Plc (the "Company") has today published its 2013 Annual Report
and Accounts and Notice of the 2013 Annual General Meeting. Both documents can
be viewed at or downloaded from the Company's website at www.matthey.com

Copies of both documents, together with the Form of Proxy for the 2013 Annual
General Meeting, have been submitted to the National Storage Mechanism and will
shortly be available for inspection at www.hemscott.com/nsm.do.

The Annual General Meeting of the Company will be held at 11am on Thursday 25th
July 2013 at The Royal Society, 6-9 Carlton House Terrace, London SW1Y 5AG.

Additional information, required to be made available by the Company under Rule
6.3.5R of the Disclosure and Transparency Rules of the Financial Conduct
Authority, to the extent not already included in the Company's announcement of
results for the year ended 31st March 2013 issued on 6th June 2013, is set out
in the Appendix below.

Simon Farrant
Company Secretary
19th June 2013



APPENDIX

RISKS AND UNCERTAINTIES

The effective identification and management of risks and opportunities across
the group are integral to the delivery of the group's strategic objectives. The
group's approach to risk management is aimed at monitoring material issues to
enable the early identification of key risks and the taking of action to remove
or reduce the likelihood of those risks occurring and their effect.

The board has overall responsibility for ensuring that risk is effectively
managed across the group. However, the board has delegated to the Audit
Committee the responsibility for reviewing the effectiveness of the group's
system of internal control and procedures for the identification, assessment,
management, mitigation and reporting of risk.

The group has a process in place for the continuous review of its risks. As
part of that process, each division reviews its risks and its mitigation
strategies and actions and discusses relevant risks with each business as
necessary. The most significant risks identified are collated into a Group Risk
Register. The Group Risk Register is reviewed by the Chief Executive's
Committee. Each risk is allocated an owner or owners who have the authority and
responsibility for assessing, monitoring and managing it. Each individual risk
is considered and the status and progression of mitigation actions and plans
are monitored. The Group Risk Register is reviewed by the board twice a year.

The table below sets out what the board believes to be the principal risks and
uncertainties facing the group, the mitigating actions for each and an update
on any change in the profile of each risk during the course of 2012/13.

The board considers that the risks identified last year associated with the
group's inability to deliver anticipated benefits from acquisitions, capital
projects and other initiatives, and commercial relationships and reputation
have reduced. They have therefore been removed from the principal risks and
uncertainties.


STRATEGIC

Risk:

Responding to, identifying or capitalising on appropriate new or growth
opportunities.

Impact:

The group's existing activities are well placed to deliver good growth over the
coming years. New business areas will help to sustain the group's growth beyond
that period.

Failure to identify new business areas or extend the group's portfolio could
impact the ability of the group to achieve its strategy and / or maintain
growth and / or market share.

Mitigation:

  * The group and each business prepares a strategic plan to review demand in
    existing markets and potential new opportunities. These plans are regularly
    monitored and challenged.
   
  * The group continues to invest in new business development and to identify
    and convert targets for acquisition.
   
Changes since 2012 Annual Report and Accounts:

The group is targeting potential new markets and developing new businesses,
both organically and through acquisition. More detail on the acquisition of
Axeon and the investment in research within Battery Technologies are described
on pages 17, 19 and 37 of the 2013 Annual Report and Accounts. The progress of
our new business development activities, including our focus on air
purification, advanced food packaging and water purification are outlined on
pages 17 to 19 of the 2013 Annual Report and Accounts. The acquisition of
Formox is described on pages 17, 36 and 37 of the 2013 Annual Report and
Accounts.


Risk:

Technological change.

Impact:

Johnson Matthey operates in highly competitive markets in which technology is a
key to success. Constant product innovation is critical to maintain competitive
advantage.

Failure to keep up with changes in the market place and to maintain our
technology pipeline could result in a lack of competitive products and erosion
of margins and / or loss of market share.

Mitigation:

  * The group continues to invest in existing and new products and technologies
    through R&D (including through its Technology Centres around the world) and
    as part of our ten year technology plan.
   
  * There is constant innovation and development in cooperation with our key
    customers.
   
  * The group invests in its people to ensure that it maintains a high level of
    relevant scientific expertise.
   
Changes since 2012 Annual Report and Accounts:

No change.

Our commitment to innovation, research and development is described throughout
the 2013 Annual Report and Accounts.

The group invested £136.0 million in R&D in the year (2011/12 £128.6 million).


MARKET

Risk:

Responding to changes in global political and economic conditions or future
environmental legislation.

Impact:

The global nature of the group's business exposes it to risk arising from
economic, political and legislative change in the countries in which it
operates.

Failure to respond to sudden short and medium term changes in the market or
economy or a sustained period of economic weakness in our markets could have a
material adverse effect on the group's results.

The group has no influence upon changes in inflation, interest rates or other
economic factors affecting its business. In addition, the possibility of
political unrest and legal or regulatory changes also exists in countries in
which the group operates.

Over 50% of the group's sales are driven by environmental legislation,
particularly legislation over emissions from light and heavy duty vehicles.
Further tightening of global emissions legislation generally requires improved
technological solutions and the extension of emissions legislation to new
applications can create opportunities for the group.

A curtailment in environmental legislation around the world could limit the
group's growth potential and undermine profit margins.

Mitigation:

  * The group maintains a balanced portfolio of products and businesses and
    serves a wide range of diverse customers which reduces the impact of a
    change to any one market.
   
  * Management continuously monitors the performance of our businesses across
    the world at both business and group level.
   
  * Our cost base contains a significant variable element and is flexible to
    changing political and economic conditions.
   
  * Forthcoming changes in emissions legislation are well understood and our
    products are designed to meet these increased requirements.
   
  * Profit margins can be maintained with continuous improvements in technology
    to reduce the cost and improve the effectiveness of our products.
   
  * Regular reviews are undertaken to monitor areas of new potential
    legislation.
   
  * Lobbying activities are undertaken where appropriate to improve the
    understanding of regulatory and legislative bodies.
   
Changes since 2012 Annual Report and Accounts:

No change.

During the year the group effectively managed its variable cost base,
particularly in Europe, to minimise the impact on the bottom line.

In order to respond to the increasingly competitive environment for active
pharmaceutical ingredient (API) manufacturing, we undertook a restructuring of
our global business, as discussed on pages 8 and 46 of the 2013 Annual Report
and Accounts.

The group is well positioned to respond to and benefit from legislation changes
in both light and heavy duty catalyst markets over the years ahead as detailed
on pages 32 to 34 of the 2013 Annual Report and Accounts.


FINANCIAL

Risk:

Pension scheme funding.

Impact:

The group operates a number of defined benefit pension schemes, some of which
are in deficit.

Actuarial deficits could be adversely affected by changes in interest rates,
the market values of investments, as well as inflation and increasing longevity
of the schemes' members. This may result in greater cash contributions being
required.

Mitigation:

  * Where actuarial deficits exist the group has agreed deficit recovery plans.
   
  * The group works with the fiduciary committees and trustee boards of each of
    its pension schemes around the world to ensure that an appropriate
    investment strategy is in place. This includes de-risking the schemes when
    market conditions make it appropriate.
   
  * Where possible, appropriate pension scheme assets are held to match
    movements in the schemes' liabilities.
   
  * We monitor and proactively manage the rate at which the pension liability
    grows and consider liability management exercises as appropriate.
   
  * The group is reviewing its options with regard to future pension provision
    for employees worldwide.
   
  * More detail of the group's pension schemes is included in note 14 of the
    2013 Annual Report and Accounts.
   
Changes since 2012 Annual Report and Accounts:

The group has reviewed its options with regard to future pension provision for
UK employees and has closed the defined benefit scheme for new entrants. The
group has also implemented further de-risking by matching a greater proportion
of its pension assets to its liabilities. In light of these changes we have
concluded that this risk has decreased since last year.


OPERATIONAL

Risk:

Operating safely, including in line with changes in health, safety,
environmental and other regulations and standards.

Impact:

In common with similar manufacturing companies, the group operates in a
challenging safety environment that is subject to numerous health, safety and
environmental laws, regulations and standards.

Failure to operate safely and respond to changes made to applicable laws,
regulations or standards could adversely impact the group's employees or other
stakeholders, our manufacturing capability or the marketability of our
products.

Mitigation:

  * Detailed health, safety and environmental processes are documented in our
    operating manuals, communicated and reviewed regularly and used as the
    basis for continuous training and development.
   
  * Robust maintenance programmes are undertaken in order to ensure that our
    facilities and assets meet the applicable group and legislative standards.
   
  * The group carries out regular internal reviews to ensure compliance with
    current group policies and applicable laws, regulations and standards such
    as ISO 14001 and OHSAS 18001. Our quality standards are also scrutinised
    externally by customers, suppliers and the relevant authorities.
   
  * Changes in legislation are carefully monitored and, if required, the
    composition of our products is amended to comply with latest legislation.
   
  * We are committed to proactive communication and to building open
    relationships with the authorities and relevant legislative bodies, both
    directly and through the relevant trade associations.
   
Changes since 2012 Annual Report and Accounts:

No change.

Our health and safety and environmental performance has improved as described
on pages 68 to 73 and 78 to 81 of the 2013 Annual Report and Accounts.


Risk:

Availability of strategic materials.

Impact:

The group uses many raw materials within its manufacturing processes. Several
raw materials are available from only a limited number of countries and / or
suppliers.

Disruption to the supply or a change in the group's ability to access
sufficient stocks of these raw materials, most notably platinum group metals,
rare earth materials or narcotic raw materials, could adversely affect the
group's operations. This may be due to increased prices or because our ability
to manufacture and supply products to customers may be impacted.

Mitigation:

  * Although most of the world's platinum is mined in South Africa, the group
    has access to world markets for platinum and other precious metals and is
    not dependent on any one source for obtaining supplies.
   
  * Appropriate sourcing arrangements are in place for other key raw materials
    to ensure that the group is not dependent on any one supplier.
   
  * Where possible the group enters into fixed price contracts for key raw
    materials.
   
  * We work closely with key suppliers to ensure availability, including
    through audits, benchmarking and specific risk reviews.
   
  * We monitor forecast requirements on a regular basis and hold buffer stocks
    where necessary.
   
  * We look to identify alternative raw materials where appropriate.
   
Changes since 2012 Annual Report and Accounts:

In light of the recent announcements by Anglo American Platinum and continued
labour unrest in South Africa we have concluded that this risk has increased
since last year.


Risk:

The effective recruitment, retention and development of high quality staff to
support the growth of our business.

Impact:

The group relies upon its ability to recruit, retain and develop employees
around the world with the necessary range of skills and experience to meet its
stated objectives, including in relation to business growth.

The existing management team has many years of experience at Johnson Matthey,
operating in the markets and developing the technologies in which the group
maintains a presence.

Ineffective succession on the departure of senior management or the lack of an
appropriately skilled workforce could adversely impact the group's ability to
perform in line with expectations.

Mitigation:

  * Global employee development programmes are in place. These include training
    of manufacturing leaders to run our operations in a consistent and
    efficient way.
   
  * Regular reviews of management succession plans are carried out and are
    closely monitored by the Nomination Committee and Management Development
    and Remuneration Committee (MDRC).
   
  * Global remuneration policies are in place to ensure appropriate rewards to
    motivate and retain staff.
   
  * We undertake a continuous assessment of the skills required within the
    group and action plans are put in place to address identified gaps.
   
Changes since 2012 Annual Report and Accounts:

No change.

Further details of our global employee development programmes, including our
group orientation programme for graduates, are provided on page 52 and pages 56
to 60 of the 2013 Annual Report and Accounts. The activities of the MDRC are
described on page 100 of the Corporate Governance Report and page 118 of the
Remuneration Report in the 2013 Annual Report and Accounts.


Risk:

Security.

Impact:

On any given day the group has significant quantities of high value precious
metals or highly regulated substances on site and in transit, the security of
which is critical.

A material loss due to a breach in the group's security measures, including
theft or fraud, could be significant to the group's performance.

Mitigation:

  * The group has well developed security, assay and other process controls.
   
  * We complete security checks to safeguard both our tangible and intangible
    assets.
   
  * Annual security audits are carried out across the group.
   
  * Insurance cover is maintained for losses from theft or fraud.
   
Changes since 2012 Annual Report and Accounts:

No change.


Risk:

Intellectual property (IP) and know how.

Impact:

The group operates in markets in which the generation and application of
technology know how and IP allows an advantage to be maintained. Careful
monitoring of competitors' IP is required to ensure that breaches of their
rights are not made by the group.

Failure to establish the group's IP rights or to identify third parties' IP
rights could undermine the group's competitive advantage particularly given the
group's expansion into new markets. Alternatively, not noting the expiration of
patents held by third parties could mean the loss of potential business
opportunities. Protecting our broader know how is equally important to ensure
that we maintain this advantage.

Mitigation:

  * The group has established policies and procedures for registering patents
    and for monitoring its existing patent portfolio and those of third
    parties.
   
  * We defend infringement claims and challenge new patents where it is
    appropriate to do so.
   
  * We continuously evaluate operating restrictions and opportunities available
    to us through the use of our IP and know how.
   
  * Know how is protected through non-disclosure agreements and other legal
    measures.
   
  * We restrict internal and external access to IP and know how as necessary.
   
  * We complete security checks to safeguard our intangible assets.
   
  * Our investment in technical developments mitigates the risks to our IP and
    know how to some degree.
   
Changes since 2012 Annual Report and Accounts:

No change.


Risk:

Systems failure.

Impact:

The group uses a significant number of complex IT systems in its operational
and supporting activities some of which are starting to see the end of their
useful life.

Failure of one or more of our major IT systems over an extended period could
impact our ability to manufacture or to report our operational performance.

Mitigation:

  * We continuously review our IT infrastructure and environment and make short
    and long term investments where these are deemed necessary and appropriate.
   
  * We identify and implement other systems based or manual work arounds where
    these are identified as necessary.
   
  * IT disaster recovery and general business continuity plans are in place and
    are regularly tested and reviewed.
   
  * A number of systems are bespoke to specific businesses or locations which
    reduces the impact to the group of a failure in any one system.
   
Changes since 2012 Annual Report and Accounts:

New principal risk.


Risk:

Failure of significant sites.

Impact:

While the group operates from a variety of locations, certain sites are
critical to the group due to their scale or the specific nature of their
production activities.

Failure of one of our critical sites could significantly impact the performance
of the group.

Mitigation:

  * Business continuity plans include consideration and testing of
    circumstances in which alternative back up locations may be required.
   
  * Capacity and demand planning includes consideration of the site's
    significance.
   
  * Given the nature of the group's operating activities, these can be
    replicated at other locations with reasonable ease and in a short time
    frame.
   
Changes since 2012 annual report:

New principal risk.


RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE 2013 ANNUAL REPORT AND ACCOUNTS

Each of the directors as at the date of the 2013 Annual Report and Accounts,
whose names and functions are set out below, states that to the best of his or
her knowledge:

  * the group and parent company accounts, prepared in accordance with the
    applicable set of accounting standards, give a true and fair view of the
    assets, liabilities, financial position and profit or loss of the company
    and the undertakings included in the consolidation taken as a whole; and
   
  * the management report (which comprises the Report of the Directors)
    includes a fair review of the development and performance of the business
    and the position of the company and the undertakings included in the
    consolidation taken as a whole, together with a description of the
    principal risks and uncertainties that they face.
   
The names and functions of the directors of Johnson Matthey Plc are as follows:

Mr TEP Stevenson             Chairman          
NAP Carson                   Chief Executive                                   
AM Ferguson                  Non-executive Director                            
RJ MacLeod                   Group Finance Director                            
CS Matthews                  Non-executive Director                            
LC Pentz                     Executive Director                               
MJ Roney                     Non-executive Director                           
WF Sandford                  Executive Director, Precious Metal Products      
DC Thompson                  Non-executive Director                            

This responsibility statement was approved by the board on 5th June 2013 and is
signed on its behalf by Mr TEP Stevenson.