Circular and Notice of General Meeting published

Johnson Matthey PLC

27 July 2026

 

27 July 2026

Johnson Matthey Plc

Johnson Matthey announces publication of circular relating to a special dividend and share consolidation and notice of general meeting

Johnson Matthey Plc ("JM") is pleased to announce that, following completion of the sale of its Catalyst Technologies business to Honeywell Technologies on 17 July 2026, a circular setting out full details of the proposed special dividend and associated share consolidation (the "Circular") has been published today.

The Circular confirms that JM intends to return approximately £1 billion of net sale proceeds to JM shareholders, comprising approximately £800 million through a special dividend of 476.5 pence per existing ordinary share in the capital of JM (the "Special Dividend") and approximately £200 million through an on-market share buyback programme.

The Circular sets out full details of the proposed Special Dividend and associated 3 for 4 share consolidation (the "Share Consolidation") and also contains a notice convening a general meeting of JM to be held at Herbert Smith Freehills Kramer, Exchange House, Primrose Street, London EC2A 2EG at 9.00 a.m. on Tuesday 11 August 2026 (the "General Meeting").

Special Dividend

JM confirms that it intends to return approximately £800 million to shareholders by way of a proposed Special Dividend of 476.5 pence per existing ordinary share. The Board is proposing to pay the Special Dividend to shareholders on the register as at 6.00 p.m. on Friday 14 August 2026 in pounds sterling. An equivalent amount in US dollars is proposed to be paid to those American Depositary Receipt (ADR) holders that are on the ADR register as at 5.00 p.m. (New York time) on Friday 14 August 2026 (being the close of business on the record date for the Special Dividend for the American Depositary Shares (ADSs)).

Subject to (i) shareholder approval of the Special Dividend and the Share Consolidation; and (ii) admission in respect of the new ordinary shares, the Special Dividend is expected to be paid to shareholders on Friday 28 August 2026 and to ADR holders commencing Tuesday 8 September 2026.

The proposed Special Dividend is in addition to JM's ongoing shareholder returns policy¹.

Share Consolidation

It is proposed that, subject to (i) shareholder approval of the Special Dividend and the Share Consolidation; and (ii) admission in respect of the new ordinary shares, the payment of the Special Dividend be accompanied by a consolidation of JM's ordinary share capital on the basis of 3 new ordinary shares with nominal value of 147  pence for every 4 existing ordinary shares.

The effect of the Share Consolidation will be to reduce the number of existing ordinary shares in issue by approximately the same proportion of market capitalisation returned via the Special Dividend (the market capitalisation for which will be as of market close on Wednesday 22 July 2026). It is anticipated, therefore, that the market price of each ordinary share in JM should remain at a broadly similar level following the Special Dividend and the Share Consolidation.

As all ordinary shareholdings in JM will be consolidated, the number of ordinary shares held by each shareholder will reduce, but the proportion of the total issued ordinary share capital of JM held by each shareholder immediately before and following the Share Consolidation will remain unchanged, save for fractional entitlements and any subsequent participation in the Dividend Reinvestment Plan. Apart from having a different nominal value, each new ordinary share will carry the same rights as set out in JM's articles of association which currently attach to the existing ordinary shares.

As further explained in the Circular, fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market. The proceeds of such sale of fractional entitlements of £5.00 or less will be retained for the benefit of JM. The value of any one shareholder's fractional entitlement will not exceed the value of one new ordinary share.

Additional resolutions

Given the change in the share capital of JM, shareholder approval will also be sought to renew the annual authorities to enable JM to allot new ordinary shares, disapply pre-emption rights and buy back its own shares to cover the period between the date of the General Meeting and JM's 2027 Annual General Meeting. Further details of these additional resolutions are set out in the Circular.

Expected timetable

As set out in the Circular, the expected timetable for the General Meeting, the Special Dividend and the Share Consolidation is as follows (unless otherwise stated, references to time are to London time):

EVENTS (2026)	TIME AND/OR DATE
Publication and posting of the Circular, including the Notice of General Meeting	7.00 a.m. on Monday 27 July
Latest time and date for receipt of proxy appointments via Proxymity, Forms of Proxy, CREST Proxy instructions and electronic registrations of proxy appointment	9.00 a.m. on Friday 7 August
Record time and date for entitlement to vote at the General Meeting	6.30 p.m. on Friday 7 August
General Meeting	9.00 a.m. on Tuesday 11 August
Latest time and date for dealings in Existing Ordinary Shares	4.30 p.m. on Friday 14 August
Record time and date for participation in the Dividend Reinvestment Plan for the Special Dividend and deadline for receipt of DRIP elections for the Special Dividend	5:30 p.m. Friday 14 August
Record time and date for entitlement to the Special Dividend and to determine the Existing Ordinary Shares subject to the Share Consolidation (Existing Ordinary Shares register closed and Existing Ordinary Shares disabled in CREST)	6.00 p.m. on Friday 14 August
Record time and date for entitlement to the Special Dividend for ADR holders	5.00 p.m. (New York time) on Friday 14 August
Ordinary Shares (but not ADSs) marked ex-Special Dividend	8.00 a.m. on Monday 17 August
Effective time and date for the Share Consolidation	8.00 a.m. on Monday 17 August
Admission of the New Ordinary Shares	8.00 a.m. on Monday 17 August
Dealings in the New Ordinary Shares commence (after the Share Consolidation)	8.00 a.m. on Monday 17 August
CREST accounts credited with New Ordinary Shares (after the Share Consolidation)	On or shortly after 8.00 a.m. on Monday 17 August
Payment of the Special Dividend to Ordinary Shareholders	Friday 28 August
Payment in respect of Fractional Entitlements relating to the Share Consolidation of more than £5.00	Friday 28 August
Dispatch of share certificates in respect of certificated New Ordinary Shares	Friday 28 August
DRIP purchase commences to acquire New Ordinary Shares	Friday 28 August
Payment of the Special Dividend to ADR holders	Tuesday 8 September
ADSs marked ex-Special Dividend	9.00 a.m. (New York time) on Wednesday 9 September
ADS effective time and date for the Share Consolidation	9.00 a.m. (New York time) on Wednesday 9 September
Commencement of dealings in new ADSs	9.00 a.m. (New York time) on Wednesday 9 September
Credit of new ADSs to ADR holders	On or shortly after 9.00 a.m. (New York time) on Wednesday 9 September

Availability of the Circular

A copy of the Circular will be posted to shareholders shortly. A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In addition, a copy of the Circular will be available for inspection on JM's website at https://matthey.com/general-meeting-2026.

Capitalised terms used but not otherwise defined in this announcement have the same meaning given to them in the Circular.

ENDS

Enquiries:
Investor Relations
Louise Curran		Head of Investor Relations	[phone]
Media
JM press office			[phone]
Guy Bates		Kekst CNC	[phone]
Notes:
1.	Shareholder returns of at least £200 million per annum in respect of 2026/27 and beyond (split between ordinary dividends and share buybacks).

About JM

Johnson Matthey is a global leader in sustainable technologies. For over 200 years, the Group has used advanced metals chemistry to tackle the world's biggest challenges. Many of the world's leading energy, chemicals and automotive companies depend on JM's technology and expertise to decarbonise, reduce harmful emissions and improve their sustainability. Today, about 10,500 JM professionals collaborate with its network of customers to provide solutions to the global challenges of climate change, energy supply and resource scarcity.

Cautionary statement

This announcement contains forward-looking statements that are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries and sectors in which JM operates. It is believed that the expectations reflected in this announcement are reasonable but they may be affected by a wide range of variables which could cause actual results to differ materially from those currently anticipated.

Johnson Matthey Plc is listed on the London Stock Exchange (JMAT)

Registered in England & Wales number: 00033774
Legal Entity Identifier number: 2138001AVBSD1HSC6Z10

 

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