Share Consolidation and Total Voting Rights

Johnson Matthey Plc (the “Company”)

Share Consolidation and Total Voting Rights

Further to the approval of the special dividend and associated share consolidation at the Company’s General Meeting on 16th December 2015, the Company’s share consolidation became effective this morning.

The Company's new ordinary shares of 110⁴⁹?₅₃ pence each were admitted to the Official List of the UK Listing Authority and commenced trading on the London Stock Exchange’s main market for listed securities at 8.00 am today (UK time).

As a result of the share consolidation taking place, a fraction of 0.78 of a treasury share was in issue. This has been cancelled today. In addition, as a result of the share consolidation, a fraction of 0.61 of a new ordinary share was in issue. Therefore, following the share consolidation, a fraction of 0.39 of a new ordinary share was allotted to create one whole new ordinary share.

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules, the Company's issued share capital (excluding treasury shares) as at 8.00 am on 11th January 2016 (the effective time of the share consolidation) consisted of 193,533,430 new ordinary shares of 110⁴⁹?₅₃ pence each, carrying one vote each.  As at 8.00 am on 11th January 2016, the Company held 5,407,176 new ordinary shares in treasury and is not permitted to exercise voting rights in respect of those shares.

For the avoidance of doubt, the figures referred to above take into account the cancellation of the fraction of the treasury share and the allotment of the fraction of a new ordinary share.

The decrease in the issued share capital and total voting rights results from the share consolidation.

The above figure of 193,533,430 total voting rights may be used by shareholders as the denominator for the calculations by which they will determine (if they are required to notify) their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

For further information please contact Angela Purtill, Deputy Company Secretary on [phone].